[Form 4] H.B. Fuller Company Insider Trading Activity

Rhea-AI Filing Summary

H.B. Fuller Company (FUL) – Form 4 insider transaction

Vice-President & Corporate Controller Robert J. Martsching reported one same-day option exercise and open-market sale on 10 July 2025:

• Option exercise (Code M): 9,546 shares at an exercise price of $33.38.
• Sale (Code S): 9,546 shares at a weighted-average price of $64.3046 (range $64.13–$64.4150).

After these transactions Martsching’s direct beneficial ownership stands at 14,979.676 shares, down from 24,525.676. The 2017 option grant (9,546 shares) is now fully exercised and shows a zero balance; several other option and RSU awards remain outstanding.

The activity appears to be a typical “exercise-and-sell” event, realising a spread of roughly $30.93 per share while maintaining a residual stake. No company-level financial data or strategic disclosures accompany this filing.

Positive

• Officer retains 14,979.676 shares, demonstrating continued equity alignment.
• Transparent disclosure of price ranges and dividend-equivalent adjustments enhances reporting quality.

Negative

• Insider sold 9,546 shares, reducing direct stake by roughly 38%, which some investors may view as a bearish signal.

Insights

Securities Analyst

TL;DR – Routine exercise-and-sale; neutral signal, modest insider disposition.

The officer converted fully-vested 2017 options, immediately selling the same 9,546 shares at ~$64.30. Net cash realised ≈ $589 k before taxes, reducing direct holdings by ~38% but leaving nearly 15 k shares plus substantial unexercised options. Transaction size is small relative to FUL’s float and does not involve C-suite executives. Historically, similar filings have shown limited market impact. I view the event as neutral; investors may monitor for additional insider sales that could indicate broader sentiment.

Corporate Governance Expert

TL;DR – Standard 10b5-1-eligible trade; governance risk low.

The Form 4 notes Rule 10b5-1(c) eligibility, suggesting pre-planned trading. No red flags such as accelerated vesting or large discretionary sales. Beneficial ownership disclosure is clear, and explanatory footnotes detail price ranges and dividend equivalents, indicating good reporting hygiene. Stake retention aligns with company policy requiring executives to hold equity multiples. Overall governance impact is minimal.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Martsching Robert J

(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)
	VP, Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025

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	07/10/2025		M		9,546	A	$33.38	24,525.676	D
Common Stock	07/10/2025		S		9,546	D	$64.3046(1)	14,979.676(2)	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	07/10/2025		M			9,546	01/19/2017(3)	01/19/2026	Common Stock	9,546	$33.38	0.0000	D
Employee Stock Option (Right-to-Buy)	$45.05							01/24/2020(3)	01/24/2029	Common Stock	8,791		8,791	D
Employee Stock Option (Right-to-Buy)	$48.35							01/24/2021(3)	01/24/2030	Common Stock	8,173		8,173	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018(3)	01/26/2027	Common Stock	7,582		7,582	D
Employee Stock Option (Right-to-Buy)	$51.89							01/27/2022(3)	01/27/2031	Common Stock	6,088		6,088	D
Employee Stock Option (Right-to-Buy)	$53.57							01/25/2019(3)	01/25/2028	Common Stock	7,336		7,336	D
Employee Stock Option (Right-to-Buy)	$64.28							01/27/2026(4)	01/27/2035	Common Stock	4,606		4,606	D
Employee Stock Option (Right-to-Buy)	$68.17							01/24/2024(4)	01/24/2033	Common Stock	3,346		3,346	D
Employee Stock Option (Right-to-Buy)	$72.94							01/24/2023(3)	01/24/2032	Common Stock	3,629		3,629	D
Employee Stock Option (Right-to-Buy)	$77.72							01/26/2025(4)	01/26/2034	Common Stock	3,096		3,096	D
Phantom Units	$0.0000(5)							(6)	(6)	Common Stock	3,056.98		3,056.98(7)	D
Restricted Stock Units	$0.0000(8)							01/24/2024(9)	01/24/2026	Common Stock	194.31		194.31(10)	D
Restricted Stock Units	$0.0000(8)							01/26/2025(9)	01/26/2027	Common Stock	355.64		355.64(10)	D
Restricted Stock Units	$0.0000(8)							01/27/2026(9)	01/27/2028	Common Stock	812.35		812.35(10)	D

Explanation of Responses:

1. The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $64.13 to $64.4150. The reporting person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.

2. Amount includes shares acquired pursuant to a dividend reinvestment plan.

3. This option is 100% vested.

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

5. These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.

6. These units (acquired after 12-31-04) convert into shares of common stock upon the earlier of certain termination events as specified in the Key Employee Deferred Compensation Plan or such earlier date as selected by the participant, subject to holding periods required by law.

7. Amount includes stock units acquired pursuant to a dividend equivalent feature.

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

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

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

	/s/ Patrick J. Seul, Attorney-in-Fact	07/11/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity was reported for FUL on 10 July 2025?

VP & Controller Robert J. Martsching exercised 9,546 options at $33.38 and sold the same number of shares at an average $64.3046.

How many FUL shares does the insider still own after the sale?

Martsching now directly owns 14,979.676 FUL shares.

Was the transaction part of a Rule 10b5-1 trading plan?

Yes. The filer indicated the sale was conducted under a Rule 10b5-1(c) plan.

What was the profit spread on the exercised options?

The spread between the $64.3046 sale price and $33.38 exercise price is roughly $30.93 per share.

Does the insider have remaining unexercised options?

Yes. Derivative table shows multiple option grants totaling over 45 k shares still outstanding.