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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

H.B. Fuller director Thomas W. Handley reported changes in beneficial ownership dated 08/29/2025. The filing shows a disposition of 1,347.1 shares of common stock and the acquisition of 540.54 stock units under the Directors' Deferred Compensation Plan. Those units convert 1-for-1 into common shares and will convert upon retirement, death, disability or certain specified events, subject to applicable holding periods. The filing reports 75,781.26 shares beneficially owned following the reported transactions. The Form 4 was signed by an attorney-in-fact on 09/02/2025.

Positive

  • 540.54 stock units acquired under the Directors' Deferred Compensation Plan, which convert 1-for-1 into common shares
  • 75,781.26 shares beneficially owned following the reported transactions, providing clear post-transaction ownership disclosure
  • Dividend-equivalent feature credited stock units, indicating compensation alignment with shareholder economics

Negative

  • Disposition of 1,347.1 common shares was reported without accompanying context in the filing
  • No explanation in the Form 4 about the reason for the share disposition (e.g., sale, tax withholding, or transfer)

Insights

TL;DR: Routine director compensation-related share changes with modest net effect on ownership.

The Form 4 documents a director-level transaction tied to the Directors' Deferred Compensation Plan rather than open-market trading. A disposition of 1,347.1 shares is reported alongside the acquisition of 540.54 stock units that convert 1-for-1 into common stock under defined events. Beneficial ownership after the transactions is 75,781.26 shares. This appears to be administrative in nature—reflecting plan mechanics and dividend equivalents—rather than indicative of a change in view on company fundamentals.

TL;DR: Standard disclosure of director deferred-compensation activity and dividend-equivalent conversion.

The disclosure notes the units will convert upon specific triggering events and includes units acquired via a dividend-equivalent feature. The signature by an attorney-in-fact is present, and the filing identifies the reporting person as a director. There are no indications of unusual acceleration, exercise pricing issues, or atypical derivative structures; the reported $61.05 reference appears with the derivative-line pricing for the stock units.

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*
HANDLEY THOMAS W

(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 1,347.1 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 540.54 (2) (2) Common Stock 540.54 $61.05 75,781.26(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 transactions did Thomas W. Handley report on the FUL Form 4?

The filing reports a disposition of 1,347.1 common shares and the acquisition of 540.54 stock units under the Directors' Deferred Compensation Plan dated 08/29/2025.

How do the reported stock units convert into FUL common shares?

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

What is the reported beneficial ownership after the transactions?

The Form 4 shows 75,781.26 shares beneficially owned following the reported transactions.

Was there a price reported for the derivative/stock units?

Yes, the filing lists a price of $61.05 in the derivative securities section associated with the stock units.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by /s/ Patrick J. Seul, Attorney-in-Fact on 09/02/2025.
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