H.B. Fuller (FUL) VP converts RSUs and PSUs, withholds shares for taxes

Rhea-AI Filing Summary

H.B. Fuller senior vice president Joao Magalhaes reported multiple equity transactions on January 24, 2026. He converted 293 performance stock units and 130 restricted stock units into common shares at a reference price of $60.07 per share, consistent with the 1‑for‑1 conversion terms for these awards. He also acquired 11 additional common shares from dividend accruals during the vesting period.

To cover taxes on the shares issued, 62 and 144 common shares were withheld, leaving Magalhaes with 3,513 common shares held directly after the transactions. He also continues to hold several fully vested employee stock options and additional restricted stock units that will vest in three annual installments beginning on specified grant dates, providing potential future common stock if exercised or when vesting completes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Magalhaes Joao

(Last) (First) (Middle)

1200 WILLOW LAKE BOULEVARD

P.O. BOX 64683

(Street)

ST. PAUL MN 55164-0683

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FULLER H B CO [ FUL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. VP, Engineering Adhesives

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/24/2026		M		293	A	$60.07	3,578	D
Common Stock	01/24/2026		M		130	A	$60.07	3,708	D
Common Stock	01/24/2026		A		11(1)	A	$60.07	3,719	D
Common Stock	01/24/2026		F		62(2)	D	$60.07	3,657	D
Common Stock	01/24/2026		F		144(3)	D	$60.07	3,513	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	$0.0000(4)	01/24/2026		M			293	01/24/2026	01/24/2026	Common Stock	293	$60.07	0.0000	D
Restricted Stock Units	$0.0000(5)	01/24/2026		M			130	01/24/2024(6)	01/24/2026	Common Stock	130	$60.07	0.0000	D
Employee Stock Option (Right-to-Buy)	$45.05							01/24/2020(7)	01/24/2029	Common Stock	3,021		3,021	D
Employee Stock Option (Right-to-Buy)	$48.35							01/24/2021(7)	01/24/2030	Common Stock	2,850		2,850	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018(7)	01/26/2027	Common Stock	1,658		1,658	D
Employee Stock Option (Right-to-Buy)	$51.89							01/27/2022(7)	01/27/2031	Common Stock	2,952		2,952	D
Employee Stock Option (Right-to-Buy)	$53.57							01/25/2019(7)	01/25/2028	Common Stock	1,681		1,681	D
Employee Stock Option (Right-to-Buy)	$61.3							02/04/2026(8)	02/04/2035	Common Stock	8,853		8,853	D
Employee Stock Option (Right-to-Buy)	$68.17							01/24/2024(7)	01/24/2033	Common Stock	2,231		2,231	D
Employee Stock Option (Right-to-Buy)	$72.94							01/24/2023(7)	01/24/2032	Common Stock	1,882		1,882	D
Employee Stock Option (Right-to-Buy)	$77.72							01/26/2025(8)	01/26/2034	Common Stock	2,627		2,627	D
Restricted Stock Units	$0.0000(5)							01/26/2025(6)	01/26/2027	Common Stock	303.74		303.74(9)	D
Restricted Stock Units	$0.0000(5)							02/04/2026(6)	02/04/2028	Common Stock	1,574.78		1,574.78(9)	D

Explanation of Responses:

1. This amount reflects the number of shares acquired pursuant to dividend accruals during the vesting period.

2. Shares withheld for taxes due on 130 shares issued.

3. Shares withheld for taxes due on 304 shares issued.

4. These performance stock units convert into shares of common stock on a 1-for-1 basis.

5. These restricted stock units convert into shares of common stock on a 1-for-1 basis.

6. These restricted stock units vest in three annual installments (33%, 33%, and 34%) beginning on the date shown.

7. This option is 100% vested.

8. This option vests in three annual installments (33%, 33%, and 34%) beginning on the date shown.

9. Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.

	/s/ Patrick J. Seul, Attorney-in-Fact	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did H.B. Fuller (FUL) executive Joao Magalhaes report?

Joao Magalhaes, Sr. VP, Engineering Adhesives at H.B. Fuller, reported converting 293 performance stock units and 130 restricted stock units into common stock on January 24, 2026, at a reference price of $60.07 per share.

How many H.B. Fuller shares does Joao Magalhaes own after the January 24, 2026 transactions?

After the reported transactions, Joao Magalhaes directly owns 3,513 shares of H.B. Fuller common stock.

What do the tax withholding transactions mean in Joao Magalhaes’s H.B. Fuller Form 4?

The Form 4 shows 62 shares and 144 shares of H.B. Fuller common stock withheld (coded "F") at $60.07 per share. The footnotes explain these were shares withheld to cover taxes due on shares issued from equity awards.

What is the significance of the performance stock units and restricted stock units for H.B. Fuller executive Joao Magalhaes?

The filing notes that performance stock units and restricted stock units each convert into H.B. Fuller common stock on a 1‑for‑1 basis. Some restricted stock units vest in three annual installments of 33%, 33%, and 34%, beginning on the stated dates, creating scheduled future share delivery if employment conditions are met.

Does Joao Magalhaes hold any H.B. Fuller stock options after these Form 4 transactions?

Yes. The Form 4 lists multiple employee stock options (right-to-buy) on H.B. Fuller common stock that remain outstanding and are 100% vested or vest in three annual installments as described in the footnotes. These options give him the right to buy shares at specified exercise prices until their expiration dates.

Were Joao Magalhaes’s H.B. Fuller transactions direct or through another entity?

All reported holdings and transactions in the Form 4 are marked as direct (D) ownership, with no indication that they are held through a separate entity or that he disclaims beneficial ownership.