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

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Michael J. Happe, a director of H.B. Fuller Company (FUL), reported transactions on 08/29/2025. He disposed of 1,343 shares of common stock. The filing also reports acquisition of 450.45 stock units under the Directors' Deferred Compensation Plan that convert 1-for-1 into common shares and will convert on retirement, death, disability or certain specified events, subject to holding periods. The reported holdings after the transactions equal 13,390.71 shares beneficially owned, which includes stock units credited as dividend equivalents. The form was signed by an attorney-in-fact on 09/02/2025.

Positive

  • Disclosure compliance observed with timely Form 4 reporting and attorney-in-fact signature
  • Continued material ownership: beneficial ownership remains 13,390.71 shares, showing retention of stake
  • Deferred compensation conversion terms are disclosed (1-for-1 conversion and triggering events)

Negative

  • Disposition of 1,343 common shares by a director, indicating insider liquidity
  • No price reported for the 1,343-share disposition on the form (price field not shown)

Insights

TL;DR: Routine director sale with deferred-compensation stock units added; overall holdings remain material but no new operational signal.

The Form 4 discloses a disposition of 1,343 common shares and the grant/crediting of 450.45 stock units under the Directors' Deferred Compensation Plan that convert 1-for-1 under defined events. Reported beneficial ownership after the transactions is 13,390.71 shares, including units from a dividend-equivalent feature. This is a compliance filing showing insider liquidity and deferred compensation mechanics rather than an operational development. There are no exercise prices or option expirations that affect short-term dilution.

TL;DR: Standard Section 16 disclosure: director sale plus deferred-comp plan crediting; documentation and conversion terms are disclosed.

The filing properly identifies the reporting person as a director and notes transactions dated 08/29/2025. The stock units are described with conversion and triggering events and include dividend-equivalent credits, which align with common deferred-comp arrangements for directors. The signature by an attorney-in-fact is present and dated 09/02/2025. No protocol exceptions or unusual vesting anomalies are disclosed in the form.

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*
Happe Michael 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025
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 1,343 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
Stock Units $0.0000(1) 08/29/2025 A 450.45 (2) (2) Common Stock 450.45 $61.05 13,390.71(3) D
Explanation of Responses:
1. These units convert into shares of common stock on a 1-for-1 basis.
2. These units will be converted into shares of common stock upon retirement, death, disability or certain specified events, all as defined in such plan, subject to holding periods required by law.
3. This amount includes stock units acquired pursuant to a dividend equivalent feature of the Directors' Deferred Compensation Plan.
/s/ Patrick J. Seul, Attorney-in-Fact 09/02/2025
** 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 H.B. Fuller (FUL) director Michael J. Happe report on Form 4?

He reported a disposition of 1,343 common shares and the acquisition/crediting of 450.45 stock units under the Directors' Deferred Compensation Plan dated 08/29/2025.

How many shares does Michael J. Happe beneficially own after the transactions?

The filing reports 13,390.71 shares beneficially owned following the reported transactions.

What are the stock units reported in the FUL Form 4 and when do they convert?

The stock units convert on a 1-for-1 basis into common shares and convert upon retirement, death, disability, or certain specified events, subject to holding periods.

Was the Form 4 properly signed and dated for filing?

Yes. The form shows an attorney-in-fact signature dated 09/02/2025.

Do the stock units include dividend equivalents?

Yes. The filing states the reported amount includes stock units acquired pursuant to a dividend equivalent feature of the Directors' Deferred Compensation Plan.
Fuller H B Co

NYSE:FUL

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FUL Stock Data

3.10B
53.89M
0.28%
98.92%
2.52%
Specialty Chemicals
Adhesives & Sealants
Link
United States
ST PAUL