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

Rhea-AI Filing Summary

Form 4 discloses that H.B. Fuller (FUL) Senior Vice President of Engineering Adhesives, Joao Magalhaes, executed and immediately sold option-derived shares on 08-07-2025.

• Option exercise: 1,046 employee stock options exercised at $34.43.
• Open-market sale: 1,046 common shares sold the same day at a weighted-average $56.2022 (price range $56.09-$56.275).
• Direct holdings after sale: 3,285 common shares.
• Equity incentives still held: 29,949 vested/unvested options (exercise prices $33.38-$77.72) and 1,994 restricted stock units, most vesting between 2024-2028.

The transaction represents a 24.1 % reduction in Magalhaes’ directly held common stock (from 4,331 to 3,285 shares), yet he retains substantial equity exposure through options and RSUs. No 10b5-1 plan box was ticked, indicating discretionary timing. The sale is modest compared with FUL’s average daily volume and does not meaningfully alter insider ownership at the company level.

Positive

• Executive retains significant unexercised options and RSUs, indicating continued long-term alignment with shareholders.

Negative

• Direct share ownership fell 24 % after the discretionary sale, a potential—though minor—signal of reduced near-term confidence.

Insights

Portfolio Manager

TL;DR insider trimmed 1k shares; overall impact minor.

Single-day option exercise-and-sale is routine liquidity, not a strategic exit. Magalhaes still owns ~3.3k shares plus nearly 30k options, so incentive alignment remains. Because the sale equals ~0.002 % of shares outstanding, it should not influence valuation or sentiment materially. Lack of a 10b5-1 plan may draw attention but size mitigates concern.

Corporate Governance Analyst

TL;DR small discretionary sale; governance posture unchanged.

The filing shows proper disclosure, 100 %-vested options, and standard three-year vesting schedules on newer grants. No red flags such as aggressive stock disposal or complex indirect holdings. The modest share reduction is neutral for governance risk assessments.

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^*

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)
08/07/2025

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	08/07/2025		M		1,046	A	$34.43	4,331	D
Common Stock	08/07/2025		S		1,046	D	$56.2022(1)	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)	$34.43	08/07/2025		M			1,046	10/01/2016(2)	10/01/2025	Common Stock	1,046	$34.43	0.0000	D
Employee Stock Option (Right-to-Buy)	$33.38							01/19/2017(2)	01/19/2026	Common Stock	1,099		1,099	D
Employee Stock Option (Right-to-Buy)	$45.05							01/24/2020(2)	01/24/2029	Common Stock	3,021		3,021	D
Employee Stock Option (Right-to-Buy)	$48.35							01/24/2021(2)	01/24/2030	Common Stock	2,850		2,850	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018(2)	01/26/2027	Common Stock	1,658		1,658	D
Employee Stock Option (Right-to-Buy)	$51.89							01/27/2022(2)	01/27/2031	Common Stock	2,952		2,952	D
Employee Stock Option (Right-to-Buy)	$53.57							01/25/2019(2)	01/25/2028	Common Stock	1,681		1,681	D
Employee Stock Option (Right-to-Buy)	$61.3							02/04/2026(3)	02/04/2035	Common Stock	8,853		8,853	D
Employee Stock Option (Right-to-Buy)	$68.17							01/24/2024(3)	01/24/2033	Common Stock	2,231		2,231	D
Employee Stock Option (Right-to-Buy)	$72.94							01/24/2023(2)	01/24/2032	Common Stock	1,882		1,882	D
Employee Stock Option (Right-to-Buy)	$77.72							01/26/2025(3)	01/26/2034	Common Stock	2,627		2,627	D
Restricted Stock Units	$0.0000(4)							01/24/2024(5)	01/24/2026	Common Stock	130.22		130.22(6)	D
Restricted Stock Units	$0.0000(4)							01/26/2025(5)	01/26/2027	Common Stock	301.33		301.33(6)	D
Restricted Stock Units	$0.0000(4)							02/04/2026(5)	02/04/2028	Common Stock	1,562.29		1,562.29(6)	D

Explanation of Responses:

1. The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $56.09 to $56.275. 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. This option is 100% vested.

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

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

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

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

	/s/ Patrick J. Seul, Attorney-in-Fact	08/08/2025
	** 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 did FUL insider Joao Magalhaes do on 08-07-2025?

He exercised 1,046 stock options at $34.43 and sold the same 1,046 shares at an average $56.2022.

How many FUL shares does Magalhaes now hold directly?

After the sale he directly owns 3,285 common shares.

Were the transactions under a Rule 10b5-1 trading plan?

No. The 10b5-1 checkbox was not selected, indicating discretionary timing.

How many options and RSUs does the executive still own?

He holds 29,949 options and 1,994 restricted stock units with various vesting and expiry dates.

Is the insider sale significant for FUL shareholders?

Given the small size relative to shares outstanding, the sale is considered not materially impactful.