H.B. Fuller insider exercise and sale reduces direct holdings to 3,285 shares

Rhea-AI Filing Summary

Joao Magalhaes, Sr. VP, Engineering Adhesives at H.B. Fuller (FUL), reported an employee option exercise and an offsetting share sale on 08/08/2025. He exercised 1,099 fully vested options with a $33.38 exercise price and sold 1,099 shares at $56.315. Following these transactions his direct beneficial ownership declined from 4,384 shares to 3,285 shares. Table II lists multiple outstanding option grants and restricted stock units, including an 8,853-share option at a $61.30 strike and RSU grants of 130.22, 301.33 and 1,562.29 shares (some RSUs include dividend-equivalent reinvestment). The Form 4 documents a routine exercise and sale and provides the current option and RSU holdings disclosed by the reporting person.

Positive

• Exercised a 100% vested option: 1,099 options exercised at $33.38 (explicitly marked as fully vested)
• Continues to hold direct shares and long-dated awards: retains 3,285 direct shares and multiple outstanding option grants and RSUs are disclosed (including an 8,853-share option)

Negative

• Insider sale recorded: sold 1,099 shares at $56.315, reducing direct beneficial ownership from 4,384 to 3,285
• Reduction in direct holdings: net direct share count declined by 1,099 shares following the transactions

Insights

Securities Analyst

TL;DR: Routine option exercise and sale reduced direct holdings to 3,285 shares; several outstanding grants remain.

The Form 4 shows a paired exercise and sale on 08/08/2025: 1,099 vested options were exercised at $33.38 and 1,099 shares sold at $56.315, reducing direct holdings from 4,384 to 3,285 shares. The realized spread between sale price and exercise price is explicit in the filing. Table II documents multiple remaining option grants with various strikes and maturities and listed RSU awards. For investors this is a disclosure of insider liquidity activity and the reporting person’s remaining equity exposure; it does not, by itself, indicate a change in corporate outlook or governance.

Corporate Governance Expert

TL;DR: Transactions align with compensation vesting and option exercise mechanics; several long-dated grants and RSUs remain outstanding.

The filing identifies one option grant that was 100% vested and exercised, plus many outstanding grants across multiple grant dates and strike prices. Notable listed instruments include an 8,853-share option at a $61.30 strike exercisable 02/04/2026 and multiple RSU grants that vest over time. The Form 4 therefore documents normal equity compensation activity and current beneficial ownership details rather than corporate governance changes.

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)
08/08/2025

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	08/08/2025		M		1,099	A	$33.38	4,384	D
Common Stock	08/08/2025		S		1,099	D	$56.315	3,285	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
Employee Stock Option (Right-to-Buy)	$33.38	08/08/2025		M			1,099	01/19/2017(1)	01/19/2026	Common Stock	1,099	$33.38	0.0000	D
Employee Stock Option (Right-to-Buy)	$45.05							01/24/2020(1)	01/24/2029	Common Stock	3,021		3,021	D
Employee Stock Option (Right-to-Buy)	$48.35							01/24/2021(1)	01/24/2030	Common Stock	2,850		2,850	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018(1)	01/26/2027	Common Stock	1,658		1,658	D
Employee Stock Option (Right-to-Buy)	$51.89							01/27/2022(1)	01/27/2031	Common Stock	2,952		2,952	D
Employee Stock Option (Right-to-Buy)	$53.57							01/25/2019(1)	01/25/2028	Common Stock	1,681		1,681	D
Employee Stock Option (Right-to-Buy)	$61.3							02/04/2026(2)	02/04/2035	Common Stock	8,853		8,853	D
Employee Stock Option (Right-to-Buy)	$68.17							01/24/2024(2)	01/24/2033	Common Stock	2,231		2,231	D
Employee Stock Option (Right-to-Buy)	$72.94							01/24/2023(1)	01/24/2032	Common Stock	1,882		1,882	D
Employee Stock Option (Right-to-Buy)	$77.72							01/26/2025(2)	01/26/2034	Common Stock	2,627		2,627	D
Restricted Stock Units	$0.0000(3)							01/24/2024(4)	01/24/2026	Common Stock	130.22		130.22(5)	D
Restricted Stock Units	$0.0000(3)							01/26/2025(4)	01/26/2027	Common Stock	301.33		301.33(5)	D
Restricted Stock Units	$0.0000(3)							02/04/2026(4)	02/04/2028	Common Stock	1,562.29		1,562.29(5)	D

Explanation of Responses:

1. This option is 100% vested.

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

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

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

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

	/s/ Patrick J. Seul, Attorney-in-Fact	08/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did Joao Magalhaes report on the Form 4 for FUL?

He reported exercising 1,099 vested employee stock options at $33.38 and selling 1,099 shares at $56.315, with direct ownership falling to 3,285 shares.

How many shares did the reporting person own after the transactions?

3,285 shares of common stock are shown as directly beneficially owned following the reported transactions.

Were the exercised options vested?

Yes. The filing explicitly states the exercised option was 100% vested.

Does the Form 4 list other outstanding awards for the reporting person?

Yes. Table II lists multiple outstanding employee stock options at various strike prices and RSU awards, including an 8,853-share option at a $61.30 strike and RSUs of 130.22, 301.33 and 1,562.29 shares.

What prices were involved in the exercise and sale?

The exercise price reported is $33.38 and the sale price reported is $56.315 per share.