H.B. Fuller (FUL) CEO nets stock from PSUs, RSUs and tax withholding

Rhea-AI Filing Summary

Mastin Celeste Beeks, President and CEO of H.B. Fuller (FUL), reported multiple equity award transactions dated 01/24/2026. She settled 9,533 performance stock units and 4,213 restricted stock units into common shares at a reference price of $60.07 per share, consistent with 1-for-1 conversion terms. An additional 377 common shares were credited from dividend accruals tied to these awards.

To cover taxes on the vested shares, Beeks had 1,791 and 3,937 common shares withheld, reducing the net shares retained. After these transactions, she directly owned 24,514 shares of common stock and indirectly held 3,500 shares through a revocable trust, while also maintaining sizeable employee stock options and restricted stock unit holdings that vest over future years.

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^*

Mastin Celeste Beeks

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		9,533	A	$60.07	25,652	D
Common Stock	01/24/2026		M		4,213	A	$60.07	29,865	D
Common Stock	01/24/2026		A		377(1)	A	$60.07	30,242	D
Common Stock	01/24/2026		F		1,791(2)	D	$60.07	28,451	D
Common Stock	01/24/2026		F		3,937(3)	D	$60.07	24,514	D
Common Stock								3,500	I	By Revocable Trust

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			9,533	01/24/2026	01/24/2026	Common Stock	9,533	$60.07	0.0000	D
Restricted Stock Units	$0.0000(5)	01/24/2026		M			4,213	01/24/2024(6)	01/24/2026	Common Stock	4,213	$60.07	0.0000	D
Employee Stock Option (Right-to-Buy)	$64.28							01/27/2026(7)	01/27/2035	Common Stock	135,135		135,135	D
Employee Stock Option (Right-to-Buy)	$67.55							04/07/2023(8)	04/07/2032	Common Stock	25,667		25,667	D
Employee Stock Option (Right-to-Buy)	$68.17							01/24/2024(8)	01/24/2033	Common Stock	72,261		72,261	D
Employee Stock Option (Right-to-Buy)	$77.72							01/26/2025(7)	01/26/2034	Common Stock	103,228		103,228	D
Restricted Stock Units	$0.0000(5)							01/26/2025(6)	01/26/2027	Common Stock	11,880.79		11,880.79(9)	D
Restricted Stock Units	$0.0000(5)							01/27/2026(6)	01/27/2028	Common Stock	24,043.24		24,043.24(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 4,213 shares issued.

3. Shares withheld for taxes due on 9,910 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 vests in three annual installments (33%, 33%, and 34%) beginning on the date shown.

8. This option is 100% vested.

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

Who is the insider in this H.B. Fuller (FUL) Form 4 filing?

The filing reports transactions by Mastin Celeste Beeks, who serves as a Director and as President and CEO of H.B. Fuller.

What equity awards did the H.B. Fuller (FUL) CEO convert into common stock?

On 01/24/2026, the CEO settled 9,533 performance stock units and 4,213 restricted stock units into shares of H.B. Fuller common stock at a reference price of $60.07 per share, with each unit converting into one share.

How many H.B. Fuller (FUL) shares were withheld for taxes in this Form 4?

The Form 4 shows that 1,791 and 3,937 shares of H.B. Fuller common stock were withheld for taxes related to the issuance of vested shares from equity awards.

How many H.B. Fuller (FUL) shares does the CEO own after these transactions?

Following the reported transactions on 01/24/2026, the CEO directly owned 24,514 shares of H.B. Fuller common stock and indirectly held 3,500 shares through a revocable trust.

What ongoing stock option holdings does the H.B. Fuller (FUL) CEO report?

The CEO reports several employee stock options outstanding, including options exercisable for 135,135, 25,667, 72,261, and 103,228 shares of H.B. Fuller common stock, with exercise prices ranging from $64.28 to $77.72 and expirations between 2032 and 2035.

Do the restricted stock units in this H.B. Fuller (FUL) filing vest over time?

Yes. The filing explains that certain restricted stock units vest in three annual installments of 33%, 33%, and 34% beginning on the dates shown, and that they convert into common stock on a 1-for-1 basis.