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

Rhea-AI Filing Summary

Daniel L. Florness, a director of H.B. Fuller Company (FUL), reported insider transactions dated 08/29/2025. The Form 4 discloses a disposition of 1,351 shares of common stock and the acquisition of 360.36 stock units under the Directors' Deferred Compensation Plan that convert 1-for-1 into common shares upon retirement, death, disability or certain events. The filing reports 28,794.88 shares beneficially owned following these transactions, which includes units received as dividend equivalents. The Form 4 was signed by an attorney-in-fact on 09/02/2025. All transactions are recorded as direct ownership.

Positive

• Director retains significant equity stake with 28,794.88 shares beneficially owned after transactions
• Deferred compensation converts to shares (360.36 units convert 1-for-1), aligning director pay with shareholders
• Dividend equivalent feature added to stock units, increasing ownership

Negative

• Disposition of 1,351 shares was reported, reducing direct holdings by that amount
• Form provides no explanation for the sale beyond plan mechanics, so context for the disposition is not stated

Insights

Corporate Governance Expert

TL;DR: Routine director compensation and a small open-market disposition; no new governance issues disclosed.

The filing shows a common pattern where a director converts deferred compensation into equity while also effecting a modest sale of shares. The 360.36 stock units are part of a deferred compensation plan that converts 1-for-1 into common shares under specified events and include dividend equivalents, which is typical for director pay alignment with shareholders. The disclosed beneficial ownership of 28,794.88 shares provides continued alignment with shareholders. There is no indication of unusual timing or related-party transactions in the filing itself.

Securities Analyst

TL;DR: Transaction appears routine and immaterial to overall capitalization; recorded as direct ownership.

The reported disposition of 1,351 shares and acquisition of 360.36 stock units are explicitly documented. The stock units carry a $0.0000 recorded price and will convert under plan conditions; dividend equivalents increased the beneficial holding. From a market-impact perspective, the sizes reported are unlikely to be material relative to the company’s outstanding shares based on the filing alone. The Form 4 provides clear dates and quantities but does not include information about the reason for the sale beyond the mechanics of the deferred compensation plan.

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^*

FLORNESS DANIEL L

(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								1,351	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		360.36		(2)	(2)	Common Stock	360.36	$61.05	28,794.88(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 Daniel L. Florness report on Form 4?

The filing reports a disposition of 1,351 common shares and the acquisition of 360.36 stock units under the Directors' Deferred Compensation Plan dated 08/29/2025.

How many shares does Daniel L. Florness beneficially own after the transactions?

The Form 4 states 28,794.88 shares beneficially owned following the reported transactions.

What are the 360.36 stock units reported on the Form 4?

They are units under the Directors' Deferred Compensation Plan that convert 1-for-1 into common stock upon retirement, death, disability or specified events, and include dividend equivalents.

When were the reported transactions executed?

The transactions are dated 08/29/2025, and the Form 4 was signed by an attorney-in-fact on 09/02/2025.

Was the reported acquisition paid for in cash?

The stock units show a recorded price of $0.0000, indicating they were units granted under the plan rather than purchased in the open market.