ful20260530_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 30, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 001-09225

H.B. FULLER COMPANY

(Exact name of registrant as specified in its charter)

Minnesota	41-0268370
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1200 Willow Lake Boulevard, St. Paul, Minnesota	55110-5101
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (651) 236-5900

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00 per share	FUL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b) of the Exchange Act. Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PROCEEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the Registrant’s Common Stock, par value $1.00 per share, was 53,787,411 as of June 19, 2026.

Table of Contents

H.B. Fuller Company

Quarterly Report on Form 10-Q

Table of Contents

		Page
PART 1. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	3

	Consolidated Statements of Income for the three and six months ended May 30, 2026 and May 31, 2025	3

	Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended May 30, 2026 and May 31, 2025	4

	Consolidated Balance Sheets as of May 30, 2026 and November 29, 2025	5

	Consolidated Statements of Total Equity for the three and six months ended May 30, 2026 and May 31, 2025	6

	Consolidated Statements of Cash Flows for the six months ended May 30, 2026 and May 31, 2025	7

	Notes to Consolidated Financial Statements	8

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	28

ITEM 4.	CONTROLS AND PROCEDURES	28

PART II. OTHER INFORMATION		29

ITEM 1.	LEGAL PROCEEDINGS	29

ITEM 1A.	RISK FACTORS	29

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	29

ITEM 6.	EXHIBITS	30

SIGNATURES		31

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

	*Three Months Ended*						*Six Months Ended*
	*May 30,*			*May 31,*			*May 30,*			*May 31,*
	*2026*			*2025*			*2026*			*2025*
Net revenue	$	950,271		$	898,095		$	1,721,115		$	1,686,758
Cost of sales		(630,617	)		(611,711	)		(1,165,413	)		(1,173,299	)
Gross profit		319,654			286,384			555,702			513,459
Selling, general and administrative expenses		(202,365	)		(186,340	)		(386,816	)		(366,968	)
Other income, net		5,627			7,141			12,377			10,347
Interest expense		(32,756	)		(34,865	)		(65,627	)		(66,906	)
Interest income		1,961			854			4,034			1,954
Income before income taxes and income from equity method investments		92,121			73,174			119,670			91,886
Income taxes		(25,584	)		(32,726	)		(33,006	)		(38,671	)
Income from equity method investments		1,268			1,397			2,186			1,894
Net income including non-controlling interest		67,805			41,845			88,850			55,109
Net income attributable to non-controlling interest		-			(17	)		-			(33	)
Net income attributable to H.B. Fuller	$	67,805		$	41,828		$	88,850		$	55,076

Earnings per share attributable to H.B. Fuller common stockholders:
Basic	$	1.25		$	0.77		$	1.63		$	1.01
Diluted	$	1.23		$	0.76		$	1.61		$	0.99

Weighted-average common shares outstanding:
Basic		54,430			54,443			54,580			54,721
Diluted		55,069			54,952			55,291			55,490

See accompanying Notes to Unaudited Consolidated Financial Statements.

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H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)

	*Three Months Ended*						*Six Months Ended*
	*May 30,*			*May 31,*			*May 30,*			*May 31,*
	*2026*			*2025*			*2026*			*2025*
Net income including non-controlling interest	$	67,805		$	41,845		$	88,850		$	55,109
Other comprehensive (loss) income:
Foreign currency translation		(15,913	)		123,650			36,292			102,664
Defined benefit pension plans adjustment, net of tax		(14	)		141			4			271
Interest rate swaps, net of tax		6,891			(2,426	)		6,937			(3,573	)
Net investment hedges, net of tax		5,963			(45,449	)		(3,742	)		(38,455	)
Other comprehensive (loss) income		(3,073	)		75,916			39,491			60,907
Comprehensive income		64,732			117,761			128,341			116,016
Less: Comprehensive income attributable to non-controlling interest		-			65			24			98
Comprehensive income attributable to H.B. Fuller	$	64,732		$	117,696		$	128,317		$	115,918

See accompanying Notes to Unaudited Consolidated Financial Statements.

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H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

	*May 30,*			*November 29,*
	*2026*			*2025*
Assets
Current assets:
Cash and cash equivalents	$	114,102		$	107,213
Accounts receivable (net of allowances of $12,712 and $11,922, as of May 30, 2026 and November 29, 2025, respectively)		622,745			564,339
Inventory		526,737			471,963
Other current assets		135,836			119,750
Total current assets		1,399,420			1,263,265

Property, plant and equipment		2,034,140			1,956,209
Accumulated depreciation		(1,066,347	)		(1,020,948	)
Property, plant and equipment, net		967,793			935,261

Goodwill		1,693,481			1,680,059
Other intangibles, net		766,626			805,867
Other assets		501,473			498,254
Total assets	$	5,328,793		$	5,182,706

Liabilities, non-controlling interest and total equity
Current liabilities:
Accounts payable	$	526,321		$	470,132
Accrued compensation		95,728			114,302
Income taxes payable		19,909			25,018
Other accrued expenses		137,103			133,907
Total current liabilities		779,061			743,359

Long-term debt		2,072,151			2,016,937
Accrued pension liabilities		51,281			51,317
Other liabilities		343,836			367,899
Total liabilities	$	3,246,329		$	3,179,512

Commitments and contingencies (Note 13)

Equity
H.B. Fuller stockholders' equity:
Preferred stock (no shares outstanding) shares authorized – 10,045,900		-			-
Common stock, par value $1.00 per share, shares authorized – 160,000,000, shares issued and outstanding – 53,785,879 and 54,174,963 as of May 30, 2026 and November 29, 2025, respectively	$	53,786		$	54,175
Additional paid-in capital		275,507			298,017
Retained earnings		2,088,749			2,026,071
Accumulated other comprehensive loss		(335,578	)		(375,045	)
Total H.B. Fuller stockholders' equity		2,082,464			2,003,218
Non-controlling interest		-			(24	)
Total equity		2,082,464			2,003,194
Total liabilities, non-controlling interest and total equity	$	5,328,793		$	5,182,706

See accompanying Notes to Unaudited Consolidated Financial Statements.

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H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Total Equity

(In thousands)

(Unaudited)

	*H.B. Fuller Company Stockholders*
										*Accumulated*
				*Additional*						*Other*
	*Common*			*Paid-in*			*Retained*			*Comprehensive*			*Non-Controlling*
	*Stock*			*Capital*			*Earnings*			*Income (Loss)*			*Interest*			*Total*

Balance at November 29, 2025	$	54,175		$	298,017		$	2,026,071		$	(375,045	)	$	(24	)	$	2,003,194
Comprehensive income		-			-			21,045			42,540			24			63,609
Dividends		-			-			(12,896	)		-			-			(12,896	)
Stock option exercises		183			7,615			-			-			-			7,798
Share-based compensation plans		166			6,356			-			-			-			6,522
Repurchases of common stock		(48	)		(2,874	)		-			-			-			(2,922	)
Balance at February 28, 2026	$	54,476		$	309,114		$	2,034,220		$	(332,505	)	$	-		$	2,065,305
Comprehensive income (loss)		-			-			67,805			(3,073	)		-			64,732
Dividends		-			-			(13,276	)		-			-			(13,276	)
Stock option exercises		49			2,419			-			-			-			2,468
Share-based compensation plans		12			9,072			-			-			-			9,084
Repurchases of common stock		(751	)		(45,098	)		-			-			-			(45,849	)
Balance at May 30, 2026	$	53,786		$	275,507		$	2,088,749		$	(335,578	)	$	-		$	2,082,464

	*H.B. Fuller Company Stockholders*
										*Accumulated*
				*Additional*						*Other*
	*Common*			*Paid-in*			*Retained*			*Comprehensive*			*Non-Controlling*
	*Stock*			*Capital*			*Earnings*			*Income (Loss)*			*Interest*		*Total*

Balance at November 30, 2024	$	54,657		$	322,636		$	1,924,761		$	(473,395	)	$	1,189	$	1,829,848
Comprehensive income (loss)		-			-			13,248			(15,026	)		33		(1,745	)
Dividends		-			-			(12,285	)		-			-		(12,285	)
Stock option exercises		33			1,351			-			-			-		1,384
Share-based compensation plans		229			5,307			-			-			-		5,536
Repurchases of common stock		(729	)		(43,648	)		-			-			-		(44,377	)
Balance at March 1, 2025	$	54,190		$	285,646		$	1,925,724		$	(488,421	)	$	1,222	$	1,778,361
Comprehensive income		-			-			41,828			75,868			65		117,761
Dividends		-			-			(12,767	)		-			-		(12,767	)
Stock option exercises		32			1,060			-			-			-		1,092
Share-based compensation plans		33			7,793			-			-			-		7,826
Repurchases of common stock		(302	)		(15,986	)		-			-			-		(16,288	)
Balance at May 31, 2025	$	53,953		$	278,513		$	1,954,785		$	(412,553	)	$	1,287	$	1,875,985

See accompanying Notes to Unaudited Consolidated Financial Statements.

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H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	*Six Months Ended*
	*May 30, 2026*			*May 31, 2025*
Cash flows from operating activities:
Net income including non-controlling interest	$	88,850		$	55,109
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:
Depreciation		48,772			44,837
Amortization		43,646			42,443
Deferred income taxes		(9,098	)		(14,068	)
Income from equity method investments, net of dividends received		(2,186	)		(1,894	)
Loss on the sale of business		-			1,515
Loss on impairment of intangible asset		-			478
Gain on sale or disposal of assets		(833	)		(101	)
Share-based compensation		12,580			12,003
Pension and other post-retirement plan benefit		(12,239	)		(11,039	)
Change in assets and liabilities, net of effects of acquisitions:
Accounts receivable, net		(53,893	)		(28,942	)
Inventory		(51,313	)		(40,182	)
Other assets		(9,291	)		2,364
Accounts payable		80,473			11,602
Accrued compensation		(19,643	)		(23,494	)
Other accrued expenses		13,522			1,097
Income taxes payable		(10,287	)		(10,587	)
Pension plan assets and liabilities		698			76
Other liabilities		(6,052	)		24,804
Foreign currency remeasurement		3,463			(8,252	)
Net cash provided by operating activities		117,169			57,769

Cash flows from investing activities:
Purchased property, plant and equipment		(104,380	)		(64,534	)
Proceeds from sale of property, plant and equipment		4,408			1,438
Payment of holdback on acquisitions		(11,627	)		-
Purchased businesses, net of cash acquired		-			(162,032	)
Purchase of cost method investment		-			(2,549	)
Proceeds from the sale of a business		-			75,727
Net cash used in investing activities		(111,599	)		(151,950	)

Cash flows from financing activities:
Proceeds from issuance of long-term debt		627,000			784,900
Repayment of long-term debt		(571,683	)		(687,751	)
Payment of debt issuance costs		-			(1,047	)
Net payment of notes payable		-			(588	)
Dividends paid		(25,970	)		(24,864	)
Proceeds from stock options exercised		10,266			2,475
Repurchases of common stock		(48,771	)		(60,664	)
Net cash (used in) provided by financing activities		(9,158	)		12,461

Effect of exchange rate changes on cash and cash equivalents		10,477			9,153
Net change in cash and cash equivalents		6,889			(72,567	)
Cash and cash equivalents at beginning of period		107,213			169,352
Cash and cash equivalents at end of period	$	114,102		$	96,785

See accompanying Notes to Unaudited Consolidated Financial Statements.

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H.B. FULLER COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Amounts in thousands, except per share amounts)

(Unaudited)

Note 1: Basis of Presentation

Overview

The accompanying unaudited interim Consolidated Financial Statements of H.B. Fuller Company and Subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a fair presentation of results of operations, comprehensive income, financial position and cash flows in conformity with U.S. generally accepted accounting principles. In our opinion, the unaudited interim Consolidated Financial Statements reflect all adjustments of a normal recurring nature considered necessary for the fair presentation of the results for the periods presented. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from these estimates. These unaudited interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended November 29, 2025 as filed with the Securities and Exchange Commission.

New Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in our Consolidated Financial Statements. Our effective date of this ASU is our fiscal year ending December 2, 2028. We are currently evaluating the impact of adopting this guidance on the related financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires entities to provide additional information in the rate reconciliation and additional disclosures about income taxes paid. This guidance requires public entities to disclose in their rate reconciliation table additional categories of information about federal, state, and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. Our effective date of this ASU is our fiscal year ending November 28, 2026. We are currently evaluating the impact of adopting this guidance on the related financial statement disclosures.

Recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the company.

Supplier Finance Program

We have agreements with third parties to provide supplier finance programs which facilitate participating suppliers' ability to finance payment obligations of the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, elect to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company has no economic interest in the sale of these suppliers’ receivables and no direct financial relationship with the financial institutions concerning these services. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements. The outstanding payment obligations that were confirmed as valid and remained outstanding as of May 30, 2026, and November 29, 2025, were approximately $6,982 and $7,379, respectively. These obligations under the Company’s supplier finance programs are included in accounts payable in the Consolidated Balance Sheets, and the associated payments are reflected in the cash flows from operating activities section of the Consolidated Statements of Cash Flows.

Short-term notes classified as long-term debt

As of May 30, 2026, the Company had 10-year unsecured public notes with an aggregate principal balance of $300,000 and a fixed coupon rate of 4.0 percent due February 15, 2027, classified as long term debt on the accompanying Consolidated Balance Sheets based on the Company’s intent and ability to refinance the notes on a long‑term basis. The Company maintains a revolving credit facility with maturity extending beyond twelve months from the balance sheet date and sufficient borrowing capacity to replace the notes with a long-term financing facility.

Note 2: Acquisitions

ND Industries Fastening Elements Locking and Sealing Technologies Industry and Trade Inc.

On November 17, 2025, we completed the acquisition of ND Industries Fastening Elements Locking and Sealing Technologies Industry and Trade Inc. ("ND Industries Turkey") for a purchase price of 334,106 Turkish lira, or approximately $7,902 which was funded through existing cash. This includes a holdback amount of 105,699 Turkish lira that will be paid in two payments on the 18-month and 36-month anniversaries of the closing date. Headquartered in Istanbul, Turkey, ND Industries Turkey is a leading provider of specialty adhesives and fastener locking and sealing solutions. The acquisition of ND Industries Turkey is expected to accelerate the realization of our top growth priorities in EIMEA, consistent with our strategy to proactively drive capital allocation to the highest margin, highest growth market segments within the functional coatings, adhesives, sealants and elastomer industry. The acquisition fair value measurement was preliminary as of May 30, 2026 and includes goodwill of $3,960, other intangible assets of $3,300 and other net assets of $642. Goodwill represents expected synergies from combining ND Industries Turkey with our existing business. Goodwill is not deductible for tax purposes. ND Industries Turkey is included in our Engineering Adhesives operating segment.

ND Industries Asia, Inc.

On February 15, 2025, we acquired the assets of ND Industries Asia, Inc. ("ND Industries Taiwan") for a purchase price of 271,860 Taiwan dollars, or approximately $8,310 which was funded through existing cash. Headquartered in Kaohsiung, Taiwan, ND Industries Taiwan is a leading provider of specialty adhesives and fastener locking and sealing solutions. The acquisition of ND Industries Taiwan is expected to accelerate the realization of our top growth priorities in Greater Asia, consistent with our strategy to proactively drive capital allocation to the highest margin, highest growth market segments within the functional coatings, adhesives, sealants and elastomer industry. The acquisition fair value measurement was final as of November 29, 2025 and includes goodwill of $2,801, other intangible assets of $2,400 and other net assets of $3,109. Goodwill represents expected synergies from combining ND Industries Taiwan with our existing business. Goodwill is deductible for tax purposes. ND Industries Taiwan is included in our Engineering Adhesives operating segment.

Table of Contents

GEM S.r.l. and Medifill Limited

On January 15, 2025, we completed the acquisition of GEM S.r.l. (“GEM”) and on December 2, 2024, we completed the acquisition of Medifill Limited (Medifill) for a total purchase price of 191,868 Euros, or approximately $196,990 which was funded through borrowings on our credit facility and existing cash. The transaction includes a 30,000 Euro holdback to be paid in three annual tranches beginning one year after the date of acquisition with the first payment made during the first quarter 2026. The fair value of the remaining holdback was $22,494 as of May 30, 2026. See Note 11 for more information on the fair value of the holdback.

Although they were independent transactions, the acquisitions of GEM and Medifill were accounted for as a single business combination under ASC 805, as they were negotiated concurrently and are economically interdependent. Headquartered in Viareggio, Italy, GEM develops, produces and sells medical adhesives for wound closure in both surgical and topical applications. Headquartered in Dublin, Ireland, Medifill produces medical-grade cyanoacrylate adhesives tailored to the wound closure market for GEM. The acquisitions of GEM and Medifill establish a European headquarters for our Medical Adhesives Technologies business and European production capabilities for our medical adhesive offerings, further shifting our portfolio toward highly profitable, higher growth markets. The acquisition fair value measurement was final as of February 28, 2026 and includes goodwill of $91,430, other intangible assets of $104,723 and other net assets of $837. Goodwill represents expected synergies from combining GEM and Medifill with our existing business. Goodwill is not deductible for tax purposes. GEM and Medifill are included in our Hygiene, Health and Consumable Adhesives operating segment.

Note 3: Restructuring Actions

Restructuring Plans

During fiscal year 2023, the Company approved restructuring plans (the "Plans") related to organizational changes and other actions to optimize operations and integrate acquired businesses. The Plans were implemented in the second quarter of fiscal year 2023 and are expected to be completed during fiscal year 2026. In implementing the Plans, the Company currently expects to incur pre-tax costs of approximately $85,000 to $90,000 for severance and related employee costs globally, and other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans.

The following table summarizes the pre-tax distribution of charges under these restructuring plans by income statement classification:

	*Three Months Ended*					*Six Months Ended*
	*May 30, 2026*		*May 31, 2025*			*May 30, 2026*		*May 31, 2025*
Cost of sales	$	364	$	(19	)	$	1,984	$	2,935
Selling, general and administrative		90		2,195			465		2,752
Other expense, net		120		-			1,316		-
	$	*574*	$	2,176		$	*3,765*	$	5,687

The restructuring charges are recorded in Corporate Unallocated for segment reporting purposes.

A summary of the other restructuring liability is presented below:

	*Employee-Related*			*Asset-Related*			*Other*			*Total*
Balance at November 30, 2024	$	8,430		$	-		$	-		$	8,430
Expenses incurred		9,390			(547	)		3,102			11,945
Non-cash charges		-			547			(580	)		(33	)
Cash payments		(14,143	)		-			(2,522	)		(16,665	)
Foreign currency translation		360			-			-			360
Balance at November 29, 2025	$	4,037		$	-		$	-		$	4,037
Expenses incurred		1,054			1,340			1,371			3,765
Non-cash charges		-			(1,340	)		(1,258	)		(2,598	)
Cash payments		(4,507	)		-			(113	)		(4,620	)
Foreign currency translation		(10	)		-			-			(10	)
Balance at May 30, 2026	$	574		$	-		$	-		$	574

Non-cash charges primarily include accelerated depreciation resulting from the cessation of use of certain long-lived assets, impairments of certain long-lived assets, the recording of an inventory provision related to the discontinuance of certain products, and inventory disposals. Restructuring liabilities have been classified as a component of other accrued expenses on the Consolidated Balance Sheets.

Other Restructuring

The Company approved restructuring actions related to global footprint optimization during the fourth quarter of 2025. The Company incurred $4,924 of expenses in the fourth quarter of 2025 associated with these actions. These actions are currently expected to be completed during fiscal year 2028. Restructuring costs are expected to be incurred over the next several fiscal quarters as the measures are implemented with the majority of the charges recognized and cash payments occurring in fiscal 2026 and 2027. In implementing the other restructuring actions, the Company currently expects to incur pre-tax costs of approximately $11,200 to $13,000 for severance and related employee costs globally, and other restructuring costs related to optimizing the Company’s footprint and the payment of anticipated income taxes in certain jurisdictions related to the actions.

The following table summarizes the pre-tax distribution of charges under these restructuring actions by income statement classification:

	*Three Months Ended*					*Six Months Ended*
	*May 30, 2026*			*May 31, 2025*		*May 30, 2026*			*May 31, 2025*
Cost of sales	$	978		$	-	$	4,898		$	-
Selling, general and administrative		1,194			-		2,105			-
Other income, net		(8	)		-		(8	)		-
	$	2,164		$	-	$	6,995		$	-

The restructuring charges are recorded in Corporate Unallocated for segment reporting purposes.

A summary of the restructuring liability is presented below:

	Employee-Related			Asset-Related			Other			Total
Balance at November 30, 2024	$	-		$	-		$	-		$	-
Expenses incurred		4,924			-			-			4,924
Balance at November 29, 2025	$	4,924		$	-		$	-		$	4,924
Expenses incurred		4,055			2,908			32			6,995
Non-cash charges		-			(2,908	)		(32	)		(2,940	)
Cash payments		(3,728	)		-			-			(3,728	)
Foreign currency translation		(50	)		-			-			(50	)
Balance at May 30, 2026	$	5,201		$	-		$	-		$	5,201

Non-cash charges primarily include accelerated depreciation resulting from the cessation of use of certain long-lived assets and impairments of certain long-lived assets. Restructuring liabilities have been classified as a component of other accrued expenses on the Consolidated Balance Sheets.

Note 4: Inventory

The composition of inventory is as follows:

	*May 30,*		*November 29,*
	*2026*		*2025*
Raw materials	$	233,720	$	199,031
Finished goods		293,017		272,932
Total inventory	$	526,737	$	471,963

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Note 5: Goodwill and Other Intangible Assets

The goodwill activity by reportable segment for the six months ended May 30, 2026 is presented below:

Hygiene, Health

Building

and Consumable

Engineering

Adhesive

Adhesives

Solutions

Total

Balance at November 29, 2025

517,763

610,107

552,189

1,680,059

Acquisitions

1,048

(614

)

434

Foreign currency translation effect

8,357

(1,196

)

5,827

12,988

Balance at May 30, 2026

527,168

608,297

558,016

1,693,481

Balances of amortizable identifiable intangible assets, excluding goodwill and other non-amortizable intangible assets, are as follows:

May 30, 2026

Purchased

Technology

Customer

Amortizable Intangible Assets

and Patents

Relationships

Trade Names

Total

Original cost

233,459

965,437

81,406

1,280,302

Accumulated amortization

(66,319

)

(409,827

)

(37,530

)

(513,676

)

Net identifiable intangibles

167,140

555,610

43,876

766,626

	November 29, 2025
	Purchased
	Technology			Customer
Amortizable Intangible Assets	and Patents			Relationships			Trade Names			Total
Original cost	$	232,522		$	998,889		$	81,228		$	1,312,639
Impairment		-			-			(734	)		(734	)
Accumulated amortization		(57,778	)		(414,706	)		(33,554	)		(506,038	)
Net identifiable intangibles	$	174,744		$	584,183		$	46,940		$	805,867

Amortization expense with respect to amortizable intangible assets was $21,635 and $21,563 for the three months ended May 30, 2026 and May 31, 2025, respectively, and was $43,646 and $42,443 for the six months ended May 30, 2026 and May 31, 2025, respectively.

Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets for the next five fiscal years is as follows:

	*Remainder*
Fiscal Year	*2026*		*2027*		*2028*		*2029*		*2030*		*Thereafter*
Amortization expense	$	51,615	$	107,382	$	108,963	$	102,741	$	75,189	$	320,736

The above amortization expense forecast is an estimate. Actual amounts may change from such estimated amounts due to fluctuations in foreign currency exchange rates, additional intangible asset acquisitions, potential impairment, accelerated amortization or other events.

Note 6: Components of Net Periodic Benefit related to Pension and Other Postretirement Benefit Plans

	*Three Months Ended May 30, 2026 and May 31, 2025*
													*Other*
	*Pension Benefits*												*Postretirement*
	*U.S. Plans*						*Non-U.S. Plans*						*Benefits*
Net periodic (benefit) cost:	*2026*			*2025*			*2026*			*2025*			*2026*			*2025*
Service cost	$	-		$	-		$	322		$	385		$	-		$	-
Interest cost		3,097			3,242			1,657			1,495			218			249
Expected return on assets		(5,782	)		(5,717	)		(1,831	)		(1,685	)		(3,801	)		(3,484	)
Amortization:
Prior service cost		-			-			30			29			-			-
Actuarial loss (gain)		1,895			1,953			482			490			(2,429	)		(2,277	)
Net periodic (benefit) cost	$	(790	)	$	(522	)	$	660		$	714		$	(6,012	)	$	(5,512	)

	*Six Months Ended May 30, 2026 and May 31, 2025*
													*Other*
	*Pension Benefits*												*Postretirement*
	*U.S. Plans*						*Non-U.S. Plans*						*Benefits*
Net periodic (benefit) cost:	*2026*			*2025*			*2026*			*2025*			*2026*			*2025*
Service cost	$	-		$	-		$	645		$	753		$	-		$	-
Interest cost		6,195			6,484			3,321			2,937			437			498
Expected return on assets		(11,565	)		(11,434	)		(3,669	)		(3,309	)		(7,603	)		(6,968	)
Amortization:
Prior service cost		-			-			61			56			-			-
Actuarial loss (gain)		3,789			3,906			966			965			(4,858	)		(4,554	)
Settlement charge		-			-			123			-			-			-
Net periodic (benefit) cost	$	(1,581	)	$	(1,044	)	$	1,447		$	1,402		$	(12,024	)	$	(11,024	)

Service cost is included with employee compensation cost in cost of sales and selling, general and administrative expenses in the Consolidated Statements of Income. The components of our net periodic defined benefit pension and postretirement benefit costs other than service cost are presented in other income, net in the Consolidated Statements of Income.

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Note 7: Accumulated Other Comprehensive Income (Loss)

The following table provides details of total comprehensive income (loss):

	*Three Months Ended May 30, 2026*											*Three Months Ended May 31, 2025*
										*Non-*											*Non-*
										*controlling*											*controlling*
	*H.B. Fuller Stockholders*									*Interest*		*H.B. Fuller Stockholders*									*Interest*
	*Pre-tax*			*Tax*			*Net*			*Net*		*Pre-tax*			*Tax*			*Net*			*Net*
Net income attributable to H.B. Fuller and non-controlling interest							$	67,805		$	-							$	41,828		$	17
Foreign currency translation¹	$	(15,913	)	$	-			(15,913	)		-	$	123,602		$	-			123,602			48
Defined benefit pension plans adjustment²		(22	)		8			(14	)		-		194			(53	)		141			-
Interest rate swaps³		9,107			(2,216	)		6,891			-		(3,206	)		780			(2,426	)		-
Net investment hedges³		7,880			(1,917	)		5,963			-		(60,068	)		14,619			(45,449	)		-
Other comprehensive income (loss)	$	1,052		$	(4,125	)	$	(3,073	)	$	-	$	60,522		$	15,346		$	75,868		$	48
Comprehensive income (loss)							$	64,732		$	-							$	117,696		$	65

	Six Months Ended May 30, 2026											Six Months Ended May 31, 2025
										Non-											Non-
										controlling											controlling
	H.B. Fuller Stockholders									Interest		H.B. Fuller Stockholders									Interest
	Pretax			Tax			Net			Net		Pretax			Tax			Net			Net
Net income attributable to H.B. Fuller and non-controlling interest							$	88,850		$	-							$	55,076		$	33
Foreign currency translation¹	$	36,268		$	-			36,268			24	$	102,599		$	-			102,599			65
Defined benefit pension plans adjustment²		(12	)		16			4			-		373			(102	)		271			-
Interest rate swaps³		9,168			(2,231	)		6,937			-		(4,722	)		1,149			(3,573	)		-
Net investment hedges³		(4,946	)		1,204			(3,742	)		-		(50,824	)		12,369			(38,455	)		-
Other comprehensive income (loss)	$	40,478		$	(1,011	)	$	39,467		$	24	$	47,426		$	13,416		$	60,842		$	65
Comprehensive income							$	128,317		$	24							$	115,918		$	98

¹ Income taxes are not provided for foreign currency translation relating to indefinite investments in international subsidiaries.
² Amounts reclassified from accumulated other comprehensive loss into earnings as part of net periodic cost related to pension and other postretirement benefit plans is reported in cost of sales, selling general and administrative expense and other income, net.
³ Amounts reclassified from accumulated other comprehensive loss into earnings is reported in other income, net.

The components of accumulated other comprehensive loss are as follows:

May 30, 2026

Non-

H.B. Fuller

controlling

Total

Stockholders

Interest

Foreign currency translation adjustment

(152,887

)

(153,796

)

909

Defined benefit pension plans adjustment, net of taxes of $47,268

(67,160

)

(67,160

)

Interest rate swaps, net of taxes of $2,228

(6,929

)

(6,929

)

Net investment hedges, net of taxes of $28,733

(89,352

)

(89,352

)

Reclassification of AOCI tax effects

(18,341

)

(18,341

)

Accumulated other comprehensive (loss) income

(334,669

)

(335,578

)

909

	*November 29, 2025*
							*Non-*
				*H.B. Fuller*			*controlling*
	*Total*			*Stockholders*			*Interest*
Foreign currency translation adjustment	$	(189,131	)	$	(190,064	)	$	933
Defined benefit pension plans adjustment, net of taxes of $47,252		(67,164	)		(67,164	)		-
Interest rate swaps, net of taxes of $4,459		(13,866	)		(13,866	)		-
Net investment hedges, net of taxes of $27,529		(85,610	)		(85,610	)		-
Reclassification of AOCI tax effects		(18,341	)		(18,341	)		-
Accumulated other comprehensive (loss) income	$	(374,112	)	$	(375,045	)	$	933

Note 8: Income Taxes

Income tax expense for the three and six months ended May 30, 2026 includes $356 of discrete tax expense and $454 of discrete tax expense, respectively, relating to various U.S. and foreign tax matters. Excluding the discrete tax expense, the overall effective tax rate was 27.4 percent and 27.2 percent for the three and six months ended May 30, 2026, respectively.

Income tax expense for the three and six months ended May 31, 2025 includes $13,961 of discrete tax expense and $14,952 of discrete tax expense, respectively, relating to the impact of withholding tax recorded on earnings that are no longer permanently reinvested as well as other various U.S. and foreign tax matters. Excluding the discrete tax expense, the overall effective tax rate was 25.7 percent and 25.8 percent for the three and six months ended May 31, 2025, respectively.

As of May 30, 2026, we had a liability of $8,445 recorded for gross unrecognized tax benefits (excluding interest) compared to $9,206 as of November 29, 2025. As of May 30, 2026 and November 29, 2025, we had accrued $1,890 and $2,158 of gross interest relating to unrecognized tax benefits, respectively.

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Note 9: Earnings Per Share

A reconciliation of the common share components for the basic and diluted earnings per share calculations is as follows:

Three Months Ended

Six Months Ended

May 30,

May 31,

May 30,

May 31,

(Shares in thousands)

2026

2025

2026

2025

Weighted-average common shares - basic

54,430

54,443

54,580

54,721

Equivalent shares from share-based compensations plans

639

509

711

769

Weighted-average common and common equivalent shares diluted

55,069

54,952

55,291

55,490

Basic earnings per share is calculated by dividing net income attributable to H.B. Fuller by the weighted-average number of common shares outstanding during the applicable period. Diluted earnings per share is based upon the weighted-average number of common and common equivalent shares outstanding during the applicable period. The difference between basic and diluted earnings per share is attributable to share-based compensation awards. We use the treasury stock method to calculate the effect of outstanding shares, which computes total employee proceeds as the sum of (a) the amount the employee must pay upon exercise of the award and (b) the amount of unearned share-based compensation costs attributed to future services. Share-based compensation awards for which total employee proceeds exceed the average market price over the applicable period have an antidilutive effect on earnings per share, and accordingly, are excluded from the calculation of diluted earnings per share.

Share-based compensation awards of 2,658,590 and 2,126,260 shares for the three months ended May 30, 2026 and May 31, 2025, respectively, were excluded from diluted earnings per share calculations because they were antidilutive. Share-based compensation awards of 2,886,227 and 2,187,436 shares for the six months ended May 30, 2026 and May 31, 2025, respectively, were excluded from diluted earnings per share calculations because they were antidilutive.

Note 10: Financial Instruments

Overview

As a result of being a global enterprise, foreign currency exchange rates and fluctuations in those rates may affect the Company's net investment in foreign subsidiaries and our earnings, cash flows and financial position are exposed to foreign currency risk from foreign currency denominated receivables and payables.

We use foreign currency forward contracts, cross-currency swaps, interest rate swaps and net investment hedges to manage risks associated with foreign currency exchange rates and interest rates. We do not hold derivative financial instruments of a speculative nature or for trading purposes. We record derivatives as assets and liabilities on the balance sheet at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge. Cash flows from derivatives are classified in the Consolidated Statement of Cash Flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. We evaluate hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued. Hedge ineffectiveness, if any, is recorded in earnings.

We are exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts and interest rate swap agreements. We select investment-grade multinational banks and financial institutions as counterparties for derivative transactions and monitor the credit quality of each of these banks on a periodic basis as warranted. We do not anticipate nonperformance by any of these counterparties, and valuation allowances, if any, are de minimis.

Cash Flow Hedges

On January 12, 2023, we entered into an interest rate swap agreement to convert $400,000 of our variable rate 1-month LIBOR debt to a fixed rate of 3.6895 percent that matures on January 12, 2028. On February 28, 2023, after refinancing our debt, we amended the interest rate swap agreement to our 1-month SOFR rate debt to a fixed rate of 3.7260 in accordance with the practical expedients included in ASC 848, Reference Rate Reform. The combined fair value of the interest rate swap was an asset of $467 at May 30, 2026 and was included in other assets in the Consolidated Balance Sheets. The swap was designated for hedge accounting treatment as a cash flow hedge. We are applying the hypothetical derivative method to assess hedge effectiveness for this interest rate swap. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swap.

On March 16, 2023, we entered into an interest rate swap agreement to convert $300,000 of our 1-month SOFR debt to a fixed rate of 3.7210 percent that matures on February 15, 2028. The combined fair value of the interest rate swap was an asset of $371 at May 30, 2026 and was included in other assets in the Consolidated Balance Sheets. The swap was designated for hedge accounting treatment as a cash flow hedge. We are applying the hypothetical derivative method to assess hedge effectiveness for this interest rate swap. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swap.

On March 16, 2023, we entered into an interest rate swap agreement to convert $100,000 of our 1-month SOFR debt to a fixed rate of 3.8990 percent that matures on February 15, 2028. The combined fair value of the interest rate swap was a liability of $166 at May 30, 2026 and was included in other liabilities in the Consolidated Balance Sheets. The swap was designated for hedge accounting treatment as a cash flow hedge. We are applying the hypothetical derivative method to assess hedge effectiveness for this interest rate swap. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swap.

The amounts of pretax income (loss) recognized in Other Comprehensive Income related to derivative instruments designated as cash flow hedges are as follows:

	*Three Months Ended*					*Six Months Ended*
	*May 30, 2026*		*May 31, 2025*			*May 30, 2026*		*May 31, 2025*
Interest rate swap contracts	$	9,107	$	(3,206	)	$	9,168	$	(4,722	)

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Fair Value Hedges

On February 12, 2021, we entered into interest rate swap agreements to convert our $300,000 Public Notes that were issued on October 20, 2020 to a variable interest rate of 1-month LIBOR plus 3.28 percent. On June 30, 2023, 1-month LIBOR rates ceased to exist and the IBOR Fallbacks Protocol published by the International Swaps and Derivatives Association ("ISDA") took effect as outlined in the interest rate swap agreement. As a result, the interest rate swap agreement was converted to Overnight SOFR plus 3.28 percent. We applied the practical expedients included in ASC 848, Reference Rate Reform. These interest rate swap agreements mature on October 15, 2028. The combined fair value of the interest rate swaps was a liability of $21,014 at May 30, 2026, and was included in other liabilities in the Consolidated Balance Sheets. The swaps were designated for hedge accounting treatment as fair value hedges. We apply the short cut method and assume hedge effectiveness. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our $300,000 fixed rate Public Notes are compared with the change in the fair value of the swaps.

Net Investment Hedges

On March 25, 2026, we entered into fixed-to-fixed cross-currency interest rate swap agreements for a total notional amount of €100,000 maturing in March 2029. On October 17, 2022, we entered into a float-to-float cross-currency interest rate swap agreement with a notional amount of €307,173 maturing in October 2028. On October 20, 2022, we entered into fixed-to-fixed cross-currency interest rate swap agreements for a total notional amount of €300,000 with tranches maturing in August 2025, August 2026 and February 2027. On July 18, 2025, we amended the agreement for the two tranches of the fixed-to-fixed cross-currency interest rate swap, of €50,000 each, that matured in August 2025 to a maturity date of February 2027. On June 30, 2023, 1-month LIBOR rates ceased to exist and the IBOR Fallbacks Protocol published by the International Swaps and Derivatives Association (ISDA) took effect as outlined in the interest rate swap agreement. As a result, the 1-month LIBOR leg of the float-to-float agreement was converted to Overnight SOFR plus 3.28 percent. On July 17, 2023, we amended the 1-month EURIBOR leg of the float-to-float agreement to Overnight ESTR plus 3.2195 percent. We applied the practical expedients included in ASC 848, Reference Rate Reform. As of May 30, 2026, the combined fair value of the swaps was a liability of $119,332 and was included in other liabilities in the Consolidated Balance Sheets. The cross-currency interest rate swaps hedge a portion of the Company’s investment in Euro denominated foreign subsidiaries and U.S. dollar denominated subsidiaries.

The swaps are designated as net investment hedges for accounting treatment. The net gains or losses attributable to changes in spot exchange rates are recorded in the cumulative translation adjustment within other comprehensive income. The gains or losses are reclassified into earnings upon a liquidation event or deconsolidation of the foreign subsidiary. Any ineffective portions of net investment hedges are reclassified from accumulated other comprehensive income (loss) into earnings during the period of change. The amount in accumulated other comprehensive income (loss) related to net investment hedge cross-currency swaps was an after-tax loss of $89,352 as of May 30, 2026. The amounts of pretax gain recognized in other comprehensive income related to the net investment hedge was $7,880 for the three months ended May 30, 2026. As of May 30, 2026, we reclassified $89 of losses into earnings from net investment hedges and we expect to reclassify $263 of losses into earnings within the next twelve months. This is related to the portion excluded from the assessment of hedge effectiveness for the net investment hedges in the amount of $701.

Derivatives Not Designated as Hedging Instruments

We use foreign currency forward contracts to offset our exposure to the change in value of certain foreign currency denominated assets and liabilities held at foreign subsidiaries that are remeasured at the end of each period. Although the contracts are effective economic hedges, they are not designated as accounting hedges. Foreign currency forward contracts are recorded as assets and liabilities on the balance sheet at fair value. Changes in the value of these derivatives are recognized immediately in earnings, thereby offsetting the current earnings effect of the related foreign currency denominated assets and liabilities. See Note 11 for the fair value amounts of these derivative instruments.

As of May 30, 2026, we had forward foreign currency contracts maturing between June 1, 2026 and October 7, 2026. The mark-to-market effect associated with these contracts was largely offset by the underlying transaction gains and losses resulting from the foreign currency exposures for which these contracts relate.

The amounts of pretax losses recognized in other income, net related to derivative instruments not designated as hedging instruments for the six months ended May 30, 2026 and May 31, 2025 were $81 and $3,453, respectively.

Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of entities in the customer base and their dispersion across many different industries and countries. As of May 30, 2026, there were no significant concentrations of credit risk.

Note 11: Fair Value Measurements

Overview

Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

	●	Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
	●	Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
	●	Level 3: Unobservable inputs that reflect management’s assumptions, and include situations where there is little, if any, market activity for the asset or liability.

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Balances Measured at Fair Value on a Recurring Basis

The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of May 30, 2026 and November 29, 2025, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

	*May 30,*		*Fair Value Measurements Using:*
Description	*2026*		*Level 1*		*Level 2*		*Level 3*
Assets:
Marketable securities	$	9,349	$	9,349	$	-	$	-
Foreign exchange contract assets		24		-		24		-
Interest rate swaps, cash flow hedge assets		838		-		838		-

Liabilities:
Foreign exchange contract liabilities	$	105	$	-	$	105	$	-
Interest rate swaps, cash flow hedge liabilities		166				166		-
Interest rate swaps, fair value hedge liabilities		21,014		-		21,014		-
Net investment hedge liabilities		119,332		-		119,332		-
Holdback liability		22,494		-		-		22,494

	*November 29,*		*Fair Value Measurements Using:*
Description	*2025*		*Level 1*		*Level 2*		*Level 3*
Assets:
Marketable securities	$	4,352	$	4,352	$	-	$	-
Foreign exchange contract assets		4,841		-		4,841		-

Liabilities:
Foreign exchange contract liabilities	$	635	$	-	$	635	$	-
Interest rate swaps, cash flow hedge liabilities		8,498		-		8,498		-
Interest rate swaps, fair value hedge liabilities		20,481		-		20,481		-
Net investment hedge liabilities		113,144		-		113,144		-
Holdback liability		33,578		-		-		33,578

The fair value of the holdback liability related to the acquisition of GEM and Medifill, based on a discounted cash flow model, was $22,494 as of May 30, 2026. Adjustments to the fair value of the holdback are recorded to interest expense in the Statement of Income. See Note 2 for further discussion regarding our acquisitions. The following table provides details of this Level 3 liability.

	*Amounts*
Balance at November 29, 2025	$	33,578
Payment of holdback liability		(11,596	)
Interest		394
Foreign currency translation adjustment		118
Balance at May 30, 2026	$	22,494

Balances Measured at Fair Value on a Nonrecurring Basis

We measure certain assets and liabilities at fair value on a nonrecurring basis. These assets include intangible assets acquired in an acquisition. The identified intangible assets of customer relationships, technology and tradenames acquired in connection with our acquisitions were measured using unobservable (Level 3) inputs. The fair value of the intangible assets was calculated using either the income or cost approach. Significant inputs include estimated revenue growth rates, gross margins, operating expenses, attrition rate, royalty rate and discount rate.

See Note 2 for further discussion regarding our acquisitions.

Balances Disclosed at Fair Value

Long-term debt had an estimated fair value of $2,085,425 and $2,041,062 as of May 30, 2026 and November 29, 2025, respectively. The fair value of long-term debt is based on quoted market prices for the same or similar issues or on the current rates offered for debt of similar maturities. The estimated fair value of these long-term obligations is not necessarily indicative of the amount that would be realized in a current market exchange.

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Note 12: Commitments and Contingencies

Environmental Matters

We are involved in environmental investigations, clean-up activities and administrative proceedings related to environmental compliance matters at former and current operating facilities. We have also been identified as a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and/or similar state laws that impose liability for costs relating to the clean-up of contamination resulting from past spills, disposal or other release of hazardous substances associated with landfills and/or hazardous waste sites. As a PRP, we may be required to pay a share of the costs of investigation and clean-up of these sites. We are subject to similar laws in some of the countries where current and former facilities are located. Our environmental, health and safety department monitors compliance with applicable laws on a global basis. To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish an undiscounted financial provision. We recorded liabilities of $5,183 and $2,625 as of May 30, 2026 and November 29, 2025, respectively, for probable and reasonably estimable environmental remediation costs.

While uncertainties exist with respect to the amounts and timing of the ultimate environmental liabilities, based on currently available information, we have concluded that these matters, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow.

Other Legal Proceedings

From time to time and in the ordinary course of business, we are a party to, or a target of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, contract, patent and intellectual property, environmental, health and safety, tax and employment matters. While we are unable to predict the outcome of these matters, we have concluded, based upon currently available information, that the ultimate resolution of any pending matter, individually or in the aggregate, including the asbestos litigation described in the following paragraphs, will not have a material adverse effect on our results of operations, financial condition or cash flow.

We have been named as a defendant in lawsuits in which plaintiffs have alleged injury due to products containing asbestos manufactured more than 35 years ago. The plaintiffs generally bring these lawsuits against multiple defendants and seek damages (both actual and punitive) in very large amounts. In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable injuries or that the injuries suffered were the result of exposure to products manufactured by us. We are typically dismissed as a defendant in such cases without payment. If the plaintiff presents evidence indicating that compensable injury occurred as a result of exposure to our products, the case is generally settled for an amount that reflects the seriousness of the injury, the length, intensity and character of exposure to products containing asbestos, the number and solvency of other defendants in the case, and the jurisdiction in which the case has been brought.

A significant portion of the defense costs and settlements in asbestos-related litigation is paid by third parties, including indemnification pursuant to the provisions of a 1976 agreement under which we acquired a business from a third party. Currently, this third party is defending and paying settlement amounts, under a reservation of rights, in most of the asbestos cases tendered to the third party.

In addition to the indemnification arrangements with third parties, we have insurance policies that generally provide coverage for asbestos liabilities, including defense costs. Historically, insurers have paid a significant portion of our defense costs and settlements in asbestos-related litigation. However, certain of our insurers are insolvent. We have entered into cost-sharing agreements with our insurers that provide for the allocation of defense costs and settlements and judgments in asbestos-related lawsuits. These agreements require, among other things, that we fund a share of settlements and judgments allocable to years in which the responsible insurer is insolvent.

A summary of the number of and settlement amounts for asbestos-related lawsuits and claims is as follows:

	*Six Months Ended*				*3 Years Ended*
	*May 30, 2026*		*May 31, 2025*		*November 29, 2025*
Lawsuits and claims settled		7		5		28
Settlement amounts	$	538	$	234	$	5,882
Insurance payments received or expected to be received	$	395	$	154	$	3,547

We do not believe that it would be meaningful to disclose the aggregate number of asbestos-related lawsuits filed against us because relatively few of these lawsuits are known to involve exposure to asbestos-containing products that we manufactured. Rather, we believe it is more meaningful to disclose the number of lawsuits that are settled and result in a payment to the plaintiff. To the extent we can reasonably estimate the amount of our probable liabilities for pending asbestos-related claims, we establish a financial provision and a corresponding receivable for insurance recoveries.

In February 2024, the named plaintiffs in Rouse et al. v. H.B. Fuller Company et al. filed a third amended complaint in their lawsuit against the Company and one of its subsidiaries, which was initiated in September 2022. The suit is pending in the federal District of Minnesota and seeks damages arising from property damage attributed to alleged defects in grout sold by the Company’s divested North America Flooring business. As previously disclosed, the Company and the plaintiffs agreed in principle to settle this matter for up to $75.0 million. Under the proposed settlement, in lieu of funding the maximum settlement amount, the Company’s payment obligations will be limited to validly submitted claims, settlement administration costs, service awards, and plaintiffs’ attorneys’ fees and expenses. On June 10, 2026, the court granted preliminary approval of the terms of a definitive settlement agreement. In light of these developments, the Company concluded that a loss is probable and reasonably estimable and recorded an accrual in anticipation of the settlement of $34.8 million ($26.3 million after tax) based on a range of possible outcomes. This accrual is included in other accrued expenses in the Consolidated Balance Sheets as of May 30, 2026 and November 29, 2025. The Company believes that it is entitled to reimbursement from its insurers for a substantial portion of the potential settlement amount as well as legal fees already incurred and paid and is actively pursuing reimbursement from its insurers.

Based on currently available information, we have concluded that the resolution of any pending matter, including asbestos-related litigation, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow.

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Note 13: Share Repurchase Program

On April 22, 2022, the Board of Directors authorized a share repurchase program of up to $300,000 of our outstanding common shares for a period of up to five years. Under the program, we are authorized to repurchase shares for cash on the open market, from time to time, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. The timing of such repurchases is dependent on price, market conditions and applicable regulatory requirements. Upon repurchasing shares, we reduce our common stock for the par value of the shares with the excess being applied against additional paid-in capital.

During the second quarter and six months ended May 30, 2026, we repurchased shares under this program with an aggregate value of $45,579. Of this amount, $750 reduced common stock and $44,829 reduced additional paid-in capital.

During the second quarter of 2025, we repurchased shares under this program with an aggregate value of $15,777. Of this amount, $300 reduced common stock and $15,477 reduced additional paid-in capital. During the six months ended May 31, 2025, we repurchased shares under this program with an aggregate value of $56,930. Of this amount, $978 reduced common stock and $55,953 reduced additional paid-in capital.

Note 14: Segments

Our three reportable operating segments consist of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Building Adhesive Solutions. We are required to report segment information in the same way that we internally organize our business for assessing performance and making decisions regarding allocation of resources. Revenue and Adjusted EBITDA of each of our segments are regularly reviewed by our chief executive officer, who acts as our chief operating decision maker, to make decisions about resources to be allocated to the segments and assess their performance. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation and amortization and foreign currency gain/loss, adjusted for other items within a relevant period which are not reflective of the segment’s operating performance in the period. Corporate expenses, other than those included in Corporate Unallocated, are allocated to each operating segment. Consistent with our internal management reporting, Corporate Unallocated includes and Adjusted EBITDA excludes amounts related to business acquisition and integration costs, organizational restructuring charges and project costs associated with our implementation of a global Enterprise Resource Planning ("ERP") system that we refer to as Project ONE. Corporate assets are not allocated to the operating segments. See below for a reconciliation of Adjusted EBITDA to net income attributable H.B. Fuller as reflected in the Consolidated Statements of Income.

The business components within each operating segment are managed to maximize the results of the overall operating segment rather than the results of any individual business component of the operating segment. Results of individual components of each operating segment are subject to numerous allocations of segment-wide costs that may or may not have been focused on that particular component for a particular reporting period. The costs for these allocated resources are not tracked on a “where-used” basis as financial performance is assessed at the total operating segment level.

Reportable operating segment financial information is as follows:

	*Hygiene, Health*				*Building*
Three Months Ended:	*and Consumable*		*Engineering*		*Adhesive*		*Segment*		*Corporate*			*H.B. Fuller*
May 30, 2026	*Adhesives*		*Adhesives*		*Solutions*		*Total*		*Unallocated*			*Consolidated*
Net revenue	$	421,861	$	283,239	$	245,171	$	950,271	$	-		$	950,271
Segment expenses and other items¹		346,297		219,695		203,757		769,749		(523	)		769,226
Adjusted EBITDA	$	75,564	$	63,544	$	41,414	$	180,522	$	523		$	181,045
Depreciation and amortization		16,702		15,586		13,527		45,815		238			46,053
Capital Expenditures		7,884		8,379		3,978		20,241		26,438			46,679

	*Hygiene, Health*				*Building*
Three Months Ended:	*and Consumable*		*Engineering*		*Adhesive*		*Segment*		*Corporate*			*H.B. Fuller*
May 31, 2025	*Adhesives*		*Adhesives*		*Solutions*		*Total*		*Unallocated*			*Consolidated*
Net revenue	$	397,475	$	276,418	$	224,202	$	898,095	$	-		$	898,095
Segment expenses and other items¹		335,512		213,077		186,667		735,256		(2,821	)		732,435
Adjusted EBITDA	$	61,963	$	63,341	$	37,535	$	162,839	$	2,821		$	165,660
Depreciation and amortization		16,353		15,393		12,867		44,613		70			44,683
Capital Expenditures		1,295		3,458		4,287		9,040		22,510			31,550

	*Hygiene, Health*				*Building*
Six Months Ended	*and Consumable*		*Engineering*		*Adhesive*		*Segment*		*Corporate*			*H.B. Fuller*
May 30, 2026	*Adhesives*		*Adhesives*		*Solutions*		*Total*		*Unallocated*			*Consolidated*
Net revenue	$	768,388	$	525,688	$	427,039	$	1,721,115	$	-		$	1,721,115
Segment expenses and other items¹		644,787		413,985		364,015		1,422,787		(1,421	)		1,421,366
Adjusted EBITDA	$	123,601	$	111,703	$	63,024	$	298,328	$	1,421		$	299,749
Depreciation and amortization		33,255		31,508		27,075		91,838		580			92,418
Capital Expenditure		17,789		14,987		12,210		44,986		59,394			104,380

	*Hygiene, Health*				*Building*
Six Months Ended	*and Consumable*		*Engineering*		*Adhesive*		*Segment*		*Corporate*			*H.B. Fuller*
May 31, 2025	*Adhesives*		*Adhesives*		*Solutions*		*Total*		*Unallocated*			*Consolidated*
Net revenue	$	765,700	$	513,177	$	407,881	$	1,686,758	$	-		$	1,686,758
Segment expenses and other items¹		656,846		405,648		348,544		1,411,038		(4,296	)		1,406,742
Adjusted EBITDA	$	108,854	$	107,529	$	59,337	$	275,720	$	4,296		$	280,016
Depreciation and amortization		31,083		30,559		25,538		87,180		100			87,280
Capital Expenditure		3,582		10,457		10,725		24,764		39,770			64,534

¹ Segment expenses and other items for all segments primarily include raw material costs, compensation and benefits, delivery expense, rent and lease expense, professional services, travel and entertainment, repairs and maintenance and other manufacturing overhead.

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Reconciliation of Net income attributable to H.B. Fuller to Adjusted EBITDA:

	*Three Months Ended*						*Six Months Ended*
	*May 30,*			*May 31,*			*May 30,*			*May 31,*
	*2026*			*2025*			*2026*			*2025*
Net income attributable to H.B. Fuller	$	67,805		$	41,828		$	88,850		$	55,076

Adjustments:
Acquisition project costs		1,395			3,602			2,325			13,430
Organizational realignment		4,413			6,635			14,435			15,409
Project One		2,387			2,581			5,440			5,646
Other¹		3,024			44			2,929			44
Discrete tax items		356			13,961			454			14,952
Income tax effect on adjustments		(1,848	)		(3,999	)		(5,386	)		(9,907	)
Adjusted net income attributable to H.B. Fuller		77,532			64,652			109,047			94,650

Add:
Interest expense²		32,584			34,484			64,957			66,514
Interest income		(1,961	)		(854	)		(4,030	)		(1,954	)
Adjusted Income taxes		27,075			22,765			37,937			33,626
Depreciation and Amortization expense³		45,815			44,613			91,838			87,180
Adjusted EBITDA	$	181,045		$	165,660		$	299,749		$	280,016

¹Other for the three and six months ended May 30, 2026 includes acquired environmental liabilities and ongoing litigation and product claims related to a divested business.

²Interest expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.

³ Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.

We view the following disaggregation of net revenue by geographic region as useful to understanding the composition of revenue recognized during the respective reporting periods:

Three Months Ended May 30, 2026

Hygiene, Health

Building

and Consumable

Engineering

Adhesive

Segment

Adhesives

Solutions

Total

Americas

226,877

122,710

133,082

482,669

EIMEA

132,821

70,907

92,333

296,061

Asia Pacific

62,163

89,622

19,756

171,541

Total

421,861

283,239

245,171

950,271

	*Three Months Ended May 31, 2025*

	*Hygiene, Health*				*Building*
	*and Consumable*		*Engineering*		*Adhesive*		*Segment*
	*Adhesives*		*Adhesives*		*Solutions*		*Total*
Americas	$	228,018	$	119,161	$	126,461	$	473,640
EIMEA		118,238		61,553		82,073		261,864
Asia Pacific		51,219		95,704		15,668		162,591
Total	$	397,475	$	276,418	$	224,202	$	898,095

Six Months Ended May 30, 2026

Hygiene, Health

Building

and Consumable

Engineering

Adhesive

Segment

Adhesives

Solutions

Total

Americas

416,020

227,869

226,779

870,668

EIMEA

237,176

125,299

166,526

529,001

Asia Pacific

115,192

172,520

33,734

321,446

Total

768,388

525,688

427,039

1,721,115

	*Six Months Ended May 31, 2025*
	*Hygiene, Health*				*Building*
	*and Consumable*		*Engineering*		*Adhesive*		*Segment*
	*Adhesives*		*Adhesives*		*Solutions*		*Total*
Americas	$	435,372	$	216,370	$	222,161	$	873,903
EIMEA		229,005		111,816		157,236		498,057
Asia Pacific		101,323		184,991		28,484		314,798
Total	$	765,700	$	513,177	$	407,881	$	1,686,758

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Note 15: Subsequent Event

On June 25, 2026, the Company issued an announcement pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers, disclosing that the board of directors of the Company and the board of directors of Advanced Medical Solutions Group plc (“AMS”) had reached agreement on the terms of a recommended final cash offer by the Company for the entire issued and to be issued share capital of AMS. The acquisition price values the entire issued and to be issued ordinary share capital of AMS at approximately 659,000 British pounds (285 pence per share) and implies an enterprise value of approximately 715,000 British pounds. The transaction is expected to close by the end of the calendar year, subject to certain regulatory approvals, AMS shareholder approval and other customary closing conditions.

In connection with the Company’s acquisition of AMS, the Company entered into (i) a Term Loan and Revolving Facility Secured Bridge Credit Agreement (the “Secured Bridge Credit Agreement”) and (ii) a Term Loan Unsecured Bridge Credit Agreement (the “Unsecured Bridge Credit Agreement” and, together with the Secured Bridge Credit Agreement, the “Bridge Credit Agreements”) on June 25, 2026 to provide the Company certain borrowings in an aggregate amount of up to $3.0 billion. To the extent any borrowings are made under the Bridge Credit Agreements, such loans will mature 364 days after the closing date of the AMS acquisition. To the extent any borrowings are made under the Secured Bridge Credit Agreement, such loans will mature on the date that is 364 days after the closing date of the Transaction and bear interest at a per annum rate equal to a base rate plus a rate of (i) 0.75% or (ii) 1.75%, as determined therein, with interest rate increases of 0.25% per 90 days. To the extent any borrowings are made under the Unsecured Bridge Credit Agreement, such loans will mature on the date that is 364 days after the closing date of the Transaction and bear interest at a per annum rate equal to a base rate plus a rate of (i) 1.50% or (ii) 2.50%, as determined therein, with interest rate increases of 0.25% per 90 days. The Bridge Credit Agreements contain customary representations and warranties, events of default, and affirmative and negative covenants.

On June 25, 2026, the Company entered into a foreign exchange forward transaction to mitigate the impact of variability in exchange rates on the AMS acquisition’s British pound-based purchase price.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the MD&A included in our Annual Report on Form 10-K for the year ended November 29, 2025, for important background information related to our business.

Net revenue in the second quarter of 2026 increased 5.8 percent from the second quarter of 2025. The increase was due to a 3.1 percent increase due to positive currency effects, a 3.0 percent increase due to pricing and a 0.1 percent increase due to acquisitions, partially offset by a 0.4 percent decrease due to sales volume compared to the second quarter of 2025. The positive currency effect was primarily driven by a stronger Euro, Chinese renminbi, Brazilian real, Australian dollar, Mexican peso, British pound and Polish złoty partially offset by a weaker Indian rupee and Turkish lira compared to the U.S. dollar. Gross profit margin increased 170 basis points primarily due to higher product pricing and the impact of restructuring actions.

Net revenue in the first six months of 2026 increased 2.0 percent from the first six months of 2025. The increase was due to a 3.3 percent increase due to positive currency effects, a 1.8 percent increase due to pricing and a 0.4 percent increase due to acquisitions, partially offset by a 3.5 percent decrease due to sales volume compared to the first six months of 2025. The positive currency effect was primarily driven by a stronger Euro, Chinese renminbi, Brazilian real, British pound, Mexican peso and Australian dollar partially offset by a weaker Turkish lira and Indian rupee compared to the U.S. dollar. Gross profit margin increased 190 basis points primarily due to higher product pricing and the impact of acquisitions and restructuring actions.

Net income attributable to H.B. Fuller in the second quarter of 2026 was $67.8 million compared to $41.8 million in the second quarter of 2025. Diluted earnings per share for the second quarter of 2026 was $1.23 per share compared to $0.76 per share for the second quarter of 2025.

Net income attributable to H.B. Fuller in the first six months of 2026 was $88.9 million compared to $55.1 million in the first six months of 2025. Diluted earnings per share for the first six months of 2026 was $1.61 per share compared to $0.99 per share for the first six months of 2025.

Adjusted EBITDA in the second quarter of 2026 increased 9.3 percent from the second quarter of 2025, primarily due to higher gross profit, partially offset by higher compensation expense and higher foreign currency losses

Adjusted EBITDA in the first six months of 2026 increased 7.0 percent from the first six months of 2025, primarily due to higher gross profit, partially offset by higher compensation expense and higher foreign currency losses

Restructuring Plans

During fiscal year 2023, the Company approved restructuring plans (the “Plans”) related to organizational changes and other actions to optimize operations and integrate acquired businesses. In implementing the Plans, the Company currently expects to incur costs of approximately $85.0 million to $90.0 million ($58.0 million to $61.4 million after tax), which include (i) cash expenditures of approximately $51.0 million to $52.0 million ($34.8 million to $35.5 million after tax) for severance and related employee costs globally and (ii) other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans. We have incurred costs of $84.4 million under the Plans as of May 30, 2026. Remaining cash payments will continue into fiscal year 2026.

The Company approved restructuring actions related to global footprint optimization during the fourth quarter of 2025. In implementing these restructuring actions, the Company currently expects to incur costs of approximately $11.2 million to $13.0 million ($8.3 million to $9.6 million after tax), which include (i) cash expenditures of approximately $6.5 million to $7.5 million ($4.8 million to $5.5 million after tax) for severance and related employee costs globally and (ii) other restructuring costs related to optimizing the Company’s footprint and the payment of anticipated income taxes in certain jurisdictions related to the other restructuring actions. We have incurred costs of $7.3 million under the other restructuring actions as of May 30, 2026. The restructuring actions related to global footprint optimization began to be implemented in the fourth quarter of 2025 and are currently expected to be completed during fiscal year 2028. Restructuring costs are expected to be incurred over the next several fiscal quarters as the measures are implemented with the majority of the charges recognized and cash payments occurring in fiscal 2026 and 2027.

Results of Operations

Net revenue:

	Three Months Ended							Six Months Ended
	May 30,		May 31,		2026 vs			May 30,		May 31,		2026 vs
($ in millions)	2026		2025		2025			2026		2025		2025
Net revenue	$	950.3	$	898.1		5.8	%	$	1,721.1	$	1,686.8		2.0	%

We review variances in net revenue in terms of changes related to sales volume and product pricing (referred to as organic revenue growth), business acquisitions/divestitures (“M&A”) and changes in foreign currency exchange rates. The following table shows the net revenue variance analysis for the second quarter and first six months of 2026 compared to the second quarter and first six months of 2025:

	Three Months Ended			Six Months Ended
	May 30, 2026 vs. May 31, 2025			May 30, 2026 vs. May 31, 2025
Organic revenue growth		2.6	%		(1.7	)%
M&A		0.1	%		0.4	%
Currency		3.1	%		3.3	%
Net revenue growth		5.8	%		2.0	%

Organic revenue increased 2.6 percent in the second quarter of 2026 compared to the second quarter of 2025 and consisted of a 6.2 percent increase in Building Adhesive Solutions, a 3.0 percent increase in Hygiene, Health and Consumable Adhesives, and a 1.0 percent decrease in Engineering Adhesives. The overall increase was driven by a 3.0 percent increase in product pricing, partially offset by a 0.4 percent decrease in sales volume. The 0.1 percent increase from M&A was due to the acquisition of ND Industries Turkey, discussed further in Operating Segment Results below. The positive 3.1 percent foreign currency impact was primarily driven by a stronger Euro, Chinese renminbi, Brazilian real, Australian dollar, Mexican peso, British pound and Polish złoty partially offset by a weaker Indian rupee and Turkish lira compared to the U.S. dollar.

Organic revenue decreased 1.7 percent in the first six months of 2026 compared to the first six months of 2025 and consisted of a 3.2 percent decrease in Hygiene, Health and Consumable Adhesives, a 1.4 percent decrease in Engineering Adhesives and a 1.1 percent increase in Building Adhesive Solutions. The overall decrease was driven by a 3.5 percent decrease in sales volume, partially offset by a 1.8 percent increase in product pricing. The 0.4 percent increase from M&A was due to the acquisition of GEM, ND Industries Taiwan and ND Industries Turkey, discussed further in Operating Segment Results below. The positive 3.3 percent foreign currency impact was primarily driven by a stronger Euro, Chinese renminbi, Brazilian real, British pound, Mexican peso and Australian dollar partially offset by a weaker Turkish lira and Indian rupee compared to the U.S. dollar.

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Cost of sales:

	Three Months Ended									Six Months Ended
	May 30,			May 31,			2026 vs			May 30,			May 31,			2026 vs
($ in millions)	2026			2025			2025			2026			2025			2025
Cost of sales	$	630.6		$	611.7			3.1	%	$	1,165.4		$	1,173.3			(0.7	)%
Percent of net revenue		66.4	%		68.1	%					67.7	%		69.6	%

Cost of sales as a percentage of net revenue in the second quarter of 2026 compared to the second quarter of 2025 decreased 170 basis points. Raw material cost as a percentage of net revenue decreased 230 basis points in 2026 compared to 2025 primarily due to higher product pricing. Other manufacturing costs as a percentage of net revenue increased 60 basis points in 2026 compared to 2025 due to higher manufacturing and distribution costs partially offset by restructuring actions.

Cost of sales as a percentage of net revenue in the first six months of 2026 compared to the first six months of 2025 decreased 190 basis points. Raw material cost as a percentage of net revenue decreased 240 basis points in 2026 compared to 2025 primarily due to higher product pricing and the impact of acquisitions. Other manufacturing costs as a percentage of net revenue increased 50 basis points in 2026 compared to 2025 due to higher manufacturing and distribution costs.

Gross profit:

	Three Months Ended									Six Months Ended
	May 30,			May 31,			2026 vs			May 30,			May 31,			2026 vs
($ in millions)	2026			2025			2025			2026			2025			2025
Gross profit	$	319.7		$	286.4			11.6	%	$	555.7		$	513.5			8.2	%
Percent of net revenue		33.6	%		31.9	%					32.3	%		30.4	%

Gross profit in the second quarter of 2026 increased 11.6 percent and gross profit margin increased 170 basis points compared to the second quarter of 2025. The increase in gross profit margin was due to higher product pricing and the impact of restructuring actions, partially offset by higher manufacturing and distribution costs.

Gross profit in the first six months of 2026 increased 8.2 percent and gross profit margin increased 190 basis points compared to the first six months of 2025. The increase in gross profit margin was due to higher product pricing and the impact of acquisitions and restructuring actions, partially offset by higher manufacturing and distribution costs.

Selling, general and administrative (SG&A) expenses:

	Three Months Ended									Six Months Ended
	May 30,			May 31,			2026 vs			May 30,			May 31,			2026 vs
($ in millions)	2026			2025			2025			2026			2025			2025
SG&A	$	202.4		$	186.3			8.6	%	$	386.8		$	367.0			5.4	%
Percent of net revenue		21.3	%		20.7	%					22.5	%		21.8	%

SG&A expenses for the second quarter of 2026 compared to the second quarter of 2025 increased 60 basis points as a percentage of net revenue. The increase was due to the impact of higher compensation expense and a weaker U.S. dollar compared to various foreign currencies, partially offset by higher revenue.

SG&A expenses for the first six months of 2026 compared to the first six months of 2025 increased 70 basis points as a percentage of net revenue. The increase was due to the impact of higher compensation expense, acquisitions and a weaker U.S. dollar compared to various foreign currencies, partially offset by higher revenue.

Other income, net:

	Three Months Ended							Six Months Ended
	May 30,		May 31,		2026 vs			May 30,		May 31,		2026 vs
($ in millions)	2026		2025		2025			2026		2025		2025
Other income, net	$	5.6	$	7.1		(21.1	)%	$	12.4	$	10.3		20.4	%

Other income, net in the second quarter of 2026 included $6.5 million of net defined benefit pension benefits, $0.3 million of other income and $1.2 million of currency transaction loss. Other income, net in the second quarter of 2025 included $5.7 million of net defined benefit pension benefits and $1.4 million of currency transaction gains.

Other income, net in the first six months of 2026 included $12.8 million of net defined benefit pension benefits, $0.4 million of other income and $0.8 million of currency transaction loss. Other income, net in the first six months of 2025 included $11.4 million of net defined benefit pension benefits and $2.0 million of currency transaction gains, partially offset by a $1.5 million loss on the sale of our North American Flooring business ("NA Flooring") and $1.6 million of other expense.

Interest expense:

	Three Months Ended							Six Months Ended
	May 30,		May 31,		2026 vs			May 30,		May 31,		2026 vs
($ in millions)	2026		2025		2025			2026		2025		2025
Interest expense	$	32.8	$	34.9		(6.0	)%	$	65.6	$	66.9		(1.9	)%

Interest expense in the second quarter of 2026 was $32.8 million compared to $34.9 million in the second quarter of 2025 due to lower interest rates partially offset by higher debt levels.

Interest expense in the first six months of 2026 was $65.6 million compared to $66.9 million in the first six months of 2025 due to lower interest rates partially offset by higher debt levels.

Interest income:

	Three Months Ended							Six Months Ended
	May 30,		May 31,		2026 vs			May 30,		May 31,		2026 vs
($ in millions)	2026		2025		2025			2026		2025		2025
Interest income	$	2.0	$	0.9		122.2	%	$	4.0	$	2.0		100.0	%

Interest income in the second quarter of 2026 and 2025 was $2.0 million and $0.9 million, respectively, consisting primarily of interest related to net investment hedge activity and other miscellaneous interest income.

Interest income in the first six months of 2026 and 2025 was $4.0 million and $2.0 million, respectively, consisting primarily of interest related to net investment hedge activity and other miscellaneous interest income.

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Income taxes:

	Three Months Ended									Six Months Ended
	May 30,			May 31,			2026 vs			May 30,			May 31,			2026 vs
($ in millions)	2026			2025			2025			2026			2025			2025
Income taxes	$	25.6		$	32.7			(21.7	)%	$	33.0		$	38.7			(14.7	)%
Effective tax rate		27.8	%		44.7	%					27.6	%		42.1	%

Income tax expense of $25.6 million in the second quarter of 2026 includes $0.3 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 27.4 percent. The discrete tax expense relates to various U.S. and foreign tax matters. Income tax expense of $32.7 million in the second quarter of 2025 includes $14.0 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 25.7 percent. The discrete tax expense related to the impact of withholding tax recorded on earnings that are no longer permanently reinvested as well as other various U.S. and foreign tax matters.

Income tax expense of $33.0 million in the first six months of 2026 includes $0.5 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 27.2 percent. The discrete tax expense relates to various U.S. and foreign tax matters. Income tax expense of $38.7 million in the first six months of 2025 includes $15.0 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 25.8 percent. The discrete tax expense related to the impact of withholding tax recorded on earnings that are no longer permanently reinvested as well as other various U.S. and foreign tax matters.

Income from equity method investments:

	Three Months Ended							Six Months Ended
	May 30,		May 31,		2026 vs			May 30,		May 31,		2026 vs
($ in millions)	2026		2025		2025			2026		2025		2025
Income from equity method investments	$	1.3	$	1.4		(7.1	)%	$	2.2	$	1.9		15.8	%

The income from equity method investments relates to our 50 percent ownership of the Sekisui-Fuller joint venture in Japan. The lower income for the second quarter of 2026 compared to the second quarter of 2025 is primarily due to the weakening of the Japanese yen compared to the U.S. dollar.

The income from equity method investments relates to our 50 percent ownership of the Sekisui-Fuller joint venture in Japan. The higher income for the first six months of 2026 compared to the first six months of 2025 is due to higher net income in our joint venture during the year compared to the prior year, partially offset by the weakening of the Japanese yen compared to the U.S. dollar.

Net income attributable to H.B. Fuller:

	Three Months Ended									Six Months Ended
	May 30,			May 31,			2026 vs			May 30,			May 31,			2026 vs
($ in millions)	2026			2025			2025			2026			2025			2025
Net income attributable to H.B. Fuller	$	67.8		$	41.8			62.2	%	$	88.9		$	55.1			61.4	%
Percent of net revenue		7.1	%		4.7	%					5.2	%		3.3	%

The net income attributable to H.B. Fuller in the second quarter of 2026 was $67.8 million compared to $41.8 million in the second quarter of 2025. The diluted earnings per share in the second quarter of 2026 was $1.23 per share as compared to $0.76 per share in the second quarter of 2025.

The net income attributable to H.B. Fuller in the first six months of 2026 was $88.9 million compared to $55.1 million in the first six months of 2025. The diluted earnings per share in the first six months of 2026 was $1.61 per share as compared to $0.99 per share in the first six months of 2025.

Adjusted EBITDA:

	Three Months Ended									Six Months Ended
	May 30,			May 31,			2026 vs			May 30,			May 31,			2026 vs
($ in millions)	2026			2025			2025			2026			2025			2025
Adjusted EBITDA	$	181.0		$	165.7			9.3	%	$	299.7		$	280.0			7.0	%
Percent of net revenue		19.1	%		18.4	%					17.4	%		16.6	%

Adjusted EBITDA for H.B. Fuller in the second quarter of 2026 was $181.0 million compared to $165.7 million in the second quarter of 2025. Adjusted EBITDA as a percentage of net revenue increased 70 basis points in the second quarter of 2026 compared to second quarter of 2025 due to higher gross profit, partially offset by higher compensation expense and higher foreign currency losses. For a reconciliation of Adjusted EBITDA to net income attributable to H.B. Fuller as reflected in the unaudited consolidated statement of income see "Non-GAAP Measures" below.

Adjusted EBITDA for H.B. Fuller in the first six months of 2026 was $299.7 million compared to $280.0 million in the first six months of 2025. Adjusted EBITDA as a percentage of net revenue increased 80 basis points in the first six months of 2026 compared to first six months of 2025 primarily due to higher gross profit, partially offset by higher compensation expense and higher foreign currency losses. For a reconciliation of Adjusted EBITDA to net income attributable to H.B. Fuller as reflected in the unaudited consolidated statement of income see "Non-GAAP Measures" below.

Operating Segment Results

The tables below provide certain information regarding the net revenue, Adjusted EBITDA and Adjusted EBITDA margin of each of our operating segments. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenue for each operating segment. Corporate Unallocated amounts include business acquisition and integration costs, organizational restructuring charges and project costs associated with implementing a global Enterprise Resource Planning (“ERP”) system that we refer to as Project ONE.

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Net Revenue by Segment:

	Three Months Ended										Six Months Ended
	May 30, 2026					May 31, 2025					May 30, 2026					May 31, 2025
	Net		% of			Net		% of			Net		% of			Net		% of
($ in millions)	Revenue		Total			Revenue		Total			Revenue		Total			Revenue		Total
Hygiene, Health and Consumable Adhesives	$	421.9		44	%	$	397.5		44	%	$	768.4		45	%	$	765.7		46	%
Engineering Adhesives		283.2		30	%		276.4		31	%		525.7		30	%		513.2		30	%
Building Adhesive Solutions		245.2		26	%		224.2		25	%		427.0		25	%		407.9		24	%
Segment total	$	950.3		100	%	$	898.1		100	%	$	1,721.1		100	%	$	1,686.8		100	%
Corporate Unallocated		-		-			-		-			-		-			-		-
Total	$	950.3		100	%	$	898.1		100	%	$	1,721.1		100	%	$	1,686.8		100	%

Segment Adjusted EBITDA

	Three Months Ended										Six Months Ended
	May 30, 2026					May 31, 2025					May 30, 2026					May 31, 2025
	Adjusted		% of			Adjusted		% of			Adjusted		% of			Adjusted		% of
($ in millions)	EBITDA		Total			EBITDA		Total			EBITDA		Total			EBITDA		Total
Hygiene, Health and Consumable Adhesives	$	75.6		42	%	$	62.1		37	%	$	123.6		42	%	$	108.9		39	%
Engineering Adhesives		63.5		35	%		63.3		38	%		111.7		37	%		107.5		38	%
Building Adhesive Solutions		41.4		23	%		37.5		23	%		63.0		21	%		59.3		21	%
Segment total	$	180.5		100	%	$	162.9		98	%	$	298.3		100	%	$	275.7		98	%
Corporate Unallocated		0.5		0	%		2.8		2	%		1.4		0	%		4.3		2	%
Total	$	181.0		100	%	$	165.7		100	%	$	299.7		100	%	$	280.0		100	%

Hygiene, Health and Consumable Adhesives

	Three Months Ended									Six Months Ended
	May 30,			May 31,			2026 vs			May 30,			May 31,			2026 vs
($ in millions)	2026			2025			2025			2026			2025			2025
Net revenue	$	421.9		$	397.5			6.1	%	$	768.4		$	765.7			0.4	%
Segment adjusted EBITDA	$	75.6		$	62.1			21.7	%	$	123.6		$	108.9			13.5	%
Segment adjusted EBITDA margin		17.9	%		15.6	%					16.1	%		14.2	%

The following table provides details of the Hygiene, Health and Consumable Adhesives net revenue variances:

	Three Months Ended			Six Months Ended
	May 30, 2026 vs. May 31, 2025			May 30, 2026 vs. May 31, 2025
Organic revenue growth		3.0	%		(3.2	)%
M&A		0.0	%		0.4	%
Currency		3.1	%		3.2	%
Total		6.1	%		0.4	%

Net revenue increased 6.1 percent in the second quarter of 2026 compared to the second quarter of 2025. Organic revenue growth increased due to an increase in product pricing, partially offset by a decrease in sales volume. The positive currency effect was due to a stronger Euro, Brazilian real, Chinese renminbi and Mexican peso partially offset by a weaker Indian rupee compared to the U.S. dollar. Segment adjusted EBITDA increased 21.7 percent in the second quarter of 2026 compared to the second quarter of 2025 primarily due to higher product pricing, partially offset by higher manufacturing and distribution costs and higher compensation expense. Segment adjusted EBITDA margin increased 230 basis points primarily due to higher segment adjusted EBITDA, partially offset by the impact of higher revenue.

Net revenue increased 0.4 percent in the first six months of 2026 compared to the first six months of 2025. Organic revenue growth decreased due to a decrease in sales volume, partially offset by an increase in product pricing. The 0.4 percent increase in net revenue from M&A was due to the acquisition of GEM in the first quarter of 2025. The positive currency effect was due to a stronger Euro, Brazilian real, Chinese renminbi and Mexican peso partially offset by a weaker Indian rupee compared to the U.S. dollar. Segment adjusted EBITDA increased 13.5 percent in the first six months of 2026 compared to the first six months of 2025 primarily due to higher product pricing, the impact of acquisitions, partially offset by higher compensation expense. Segment adjusted EBITDA margin increased 190 basis points primarily due to higher segment adjusted EBITDA, partially offset by the impact of higher revenue.

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Engineering Adhesives

	Three Months Ended									Six Months Ended
	May 30,			May 31,			2026 vs			May 30,			May 31,			2026 vs
($ in millions)	2026			2025			2025			2026			2025			2025
Net revenue	$	283.2		$	276.4			2.5	%	$	525.7		$	513.2			2.4	%
Segment adjusted EBITDA	$	63.5		$	63.3			0.3	%	$	111.7		$	107.5			3.9	%
Segment adjusted EBITDA margin		22.4	%		22.9	%					21.2	%		20.9	%

The following tables provide details of the Engineering Adhesives net revenue variances:

	Three Months Ended			Six Months Ended
	May 30, 2026 vs. May 31, 2025			May 30, 2026 vs. May 31, 2025
Organic revenue growth		(1.0	)%		(1.4	)%
M&A		0.3	%		0.6	%
Currency		3.2	%		3.2	%
Total		2.5	%		2.4	%

Net revenue increased 2.5 percent in the second quarter of 2026 compared to the second quarter of 2025. Organic revenue growth decreased due to a decrease in sales volume, partially offset by an increase in product pricing. The 0.3 percent increase in net revenue from M&A was due to the acquisition of ND Industries Taiwan and ND Industries Turkey. The positive currency effect was due to a stronger Chinese renminbi and Euro compared to the U.S. dollar. Segment adjusted EBITDA increased 0.3 percent in the second quarter of 2026 compared to the second quarter of 2025. Segment adjusted EBITDA margin decreased 50 basis points primarily due to the impact of higher revenue.

Net revenue increased 2.4 percent in the first six months of 2026 compared to the first six months of 2025. Organic revenue growth decreased due to a decrease in sales volume, partially offset by an increase in product pricing. The 0.6 percent increase in net revenue from M&A was due to the acquisition of ND Industries Taiwan and ND Industries Turkey. The positive currency effect was due to a stronger Euro and Chinese renminbi compared to the U.S. dollar. Segment adjusted EBITDA increased 3.9 percent in the first six months of 2026 compared to the first six months of 2025 primarily due to higher product pricing and the impact of acquisitions, partially offset by higher compensation expense. Segment adjusted EBITDA margin increased 30 basis points.

Building Adhesive Solutions

	Three Months Ended									Six Months Ended
	May 30,			May 31,			2026 vs			May 30,			May 31,			2026 vs
($ in millions)	2026			2025			2025			2026			2025			2025
Net revenue	$	245.2		$	224.2			9.4	%	$	427.0		$	407.9			4.7	%
Segment adjusted EBITDA	$	41.4		$	37.5			10.4	%	$	63.0		$	59.3			6.2	%
Segment adjusted EBITDA margin		16.9	%		16.7	%					14.8	%		14.5	%

The following tables provide details of the Building Adhesive Solutions net revenue variances:

	Three Months Ended			Six Months Ended
	May 30, 2026 vs. May 31, 2025			May 30, 2026 vs. May 31, 2025
Organic revenue growth		6.2	%		1.1	%
M&A		0.0	%		0.0	%
Currency		3.2	%		3.6	%
Total		9.4	%		4.7	%

Net revenue increased 9.4 percent in the second quarter of 2026 compared to the second quarter of 2025. Organic growth increased due to an increase in sales volume and product pricing. The positive currency effect was due to a stronger Euro and Australian dollar compared to the U.S. dollar. Segment adjusted EBITDA increased 10.4 percent in the second quarter of 2026 compared to the second quarter of 2025 primarily due to higher revenue, partially offset by higher manufacturing and distribution costs and higher compensation expense. Segment adjusted EBITDA margin increased 20 basis points.

Net revenue increased 4.7 percent in the first six months of 2026 compared to the first six months of 2025. Organic growth increased due to an increase in product pricing, partially offset by a decrease in sales volume. The positive currency effect was due to a stronger Euro and British pound compared to the U.S. dollar. Segment adjusted EBITDA increased 6.2 percent in the first six months of 2026 compared to the first six months of 2025 primarily due to higher product pricing, partially offset by higher manufacturing and distribution costs and higher compensation expense. Segment adjusted EBITDA margin increased 30 basis points.

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Corporate Unallocated

	Three Months Ended							Six Months Ended
	May 30,		May 31,		2026 vs			May 30,		May 31,		2026 vs
($ in millions)	2026		2025		2025			2026		2025		2025
Net revenue	$	-	$	-		0.0	%	$	-	$	-		0.0	%
Adjusted EBITDA	$	0.5	$	2.8		(82.1	)%	$	1.4	$	4.3		(67.4	)%

Corporate Unallocated amounts include business acquisition and integration costs, organizational restructuring charges and project costs associated with implementing a global Enterprise Resource Planning (“ERP”) system that we refer to as Project ONE.

Financial Condition, Liquidity and Capital Resources

Total cash and cash equivalents as of May 30, 2026 were $114.1 million compared to $107.2 million as of November 29, 2025 and $96.8 million as of May 31, 2025. The majority of the $114.1 million in cash and cash equivalents as of May 30, 2026 was held outside the United States. Total long and short-term debt was $2,072.2 million as of May 30, 2026, $2,016.9 million as of November 29, 2025 and $2,112.4 million as of May 31, 2025. The total debt to total capital ratio as measured by total debt divided by total debt plus total stockholders’ equity was 49.9 percent as of May 30, 2026 as compared to 50.2 percent as of November 29, 2025 and 53.0 percent as of May 31, 2025.

We believe that cash flows from operating activities will be adequate to meet our short-term and long-term liquidity and capital expenditure needs. In addition, we believe we have the ability to obtain both short-term and long-term debt to meet our financing needs for the foreseeable future. Cash available in the United States has historically been sufficient and we expect it will continue to be sufficient to fund U.S. operations, U.S. capital spending and U.S. pension and other postretirement benefit contributions in addition to funding U.S. acquisitions, dividend payments, debt service and share repurchases as needed. For those international earnings considered to be reinvested indefinitely, we currently have no intention to, and plans do not indicate a need to, repatriate these funds for U.S. operations.

Our credit agreements include restrictive covenants that, if not met, could lead to a renegotiation of our credit lines and a significant increase in our cost of financing. As of May 30, 2026, we were in compliance with all covenants of our credit agreement contractual obligations as shown in the following table:

Covenant	Debt Instrument	Measurement	Result as of May 30, 2026
Secured Total Indebtedness / TTM¹ EBITDA	Revolving Facility and Term Loan A Facility	Not greater than 4.50	2.3
TTM¹ EBITDA / Consolidated Interest Expense	Revolving Facility and Term Loan A Facility	Not less than 2.0	5.2

¹ TTM = Trailing 12 months

EBITDA for covenant purposes is defined as consolidated net income, plus (i) interest expense, (ii) expense for taxes paid or accrued, (iii) depreciation and amortization, (iv) certain non-cash impairment losses, (v) extraordinary non-cash losses incurred other than in the ordinary course of business, (vi) nonrecurring extraordinary non-cash restructuring charges and the non-cash impact of purchase accounting, (vii) any non-cash charge for the excess of rent expense over actual cash rent paid due to the use of straight-line rent, non-cash charge pursuant to any management equity plan, stock option plan or any other management or employee benefit, (viii) any non-cash finance charges in respect of any pension liabilities or other provisions and income (loss) attributable to deferred compensation plans, (ix) any non-recurring or unusual cash restructuring charges and operating improvements, (x) cost savings initiative and cost synergies related to acquisitions within 12 months, (xi) non-capitalized charges relating to the Company’s SAP implementation, (xii) fees, costs, expenses and charges incurred in connection with the financing, (xiii) fees, costs, expenses, make-whole or penalty payments and other similar items arising out of acquisitions, investments and dispositions, the incurrence, issuance, repayment or refinancing of indebtedness and any issuance of equity interests; minus, non-recurring or unusual non-cash gains incurred not in the ordinary course of business. Provided that the aggregate amounts that may be added back for any period pursuant to clauses (ix), (x) and (xi) shall not exceed 15% of EBITDA for such period (calculated prior to giving effect to all addbacks and adjustments). For Secured Total Indebtedness / TTM EBITDA ratio, TTM EBITDA is adjusted for the pro forma results from Material Acquisitions and Material Divestitures, both as defined in the Second Amended and Restated Credit Agreement, as if the acquisition or divestiture occurred at the beginning of the calculation period. The full definition is set forth in the Second Amended and Restated Credit Agreement filed as an exhibit to the Company's 8-K filing dated February 21, 2023.

Consolidated Interest Expense for covenant purposes is defined as the interest expense (including without limitation to the portion of capital lease obligations that constitutes imputed interest in accordance with GAAP) of the Company and its subsidiaries calculated on a consolidated basis for such period with respect to all outstanding indebtedness allocable to such period in accordance with GAAP, including net costs (or benefits) under Interest Rate Swap Agreements and commissions, discounts and other fees and charges with respect to letters of credit and the interest component of all Attributable Receivables Indebtedness.

We believe we have the ability to meet all of our contractual obligations and commitments for the next twelve months.

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Selected Metrics of Liquidity

Key metrics we monitor are net working capital as a percentage of annualized net revenue, accounts receivable days sales outstanding (“DSO”), inventory days on hand ("DOH"), accounts payable days purchases outstanding ("DPO"), free cash flow and debt capitalization ratio.

	May 30,			May 31,
	2026			2025
Net working capital as a percentage of annualized net revenue¹		16.4	%		16.6	%
Accounts receivable DSO (in days)²		60			59
Inventory DOH (in days) 3		79			77
Accounts payable DPO (in days)⁴		76			72
Free cash flow⁵	$	12.8		$	(6.7	)
Total debt to total capital ratio⁶		49.9	%		53.0	%

¹Net working capital (accounts receivable, net plus inventory minus accounts payable) divided by annualized net revenue (current quarter multiplied by four).

²Accounts receivable, net multiplied by 91 (13 weeks) and divided by the net revenue for the quarter.

³Total inventory multiplied by 91 (13 weeks) and divided by cost of goods sold for the quarter.

⁴Accounts payable multiplied by 91 (13 weeks) and divided by cost of goods sold for the quarter.

⁵ Year-to-date net cash provided by operating activities, less purchased property, plant and equipment. See "Non GAAP Measures" for reconciliation of net cash provided by operating activities to free cash flow.

⁶ Total debt divided by (total debt plus total stockholders’ equity).

Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less purchased property, plant and equipment. Free cash flow is an integral financial measure used by the Company to assess its ability to generate cash in excess of its operating needs, therefore, the Company believes this financial measure provides useful information to investors. For a reconciliation of net cash provided by operating activities to free cash flow see “Non-GAAP Measures” below.

Summary of Cash Flows

Cash Flows from Operating Activities:

	Six Months Ended
	May 30,		May 31,
($ in millions)	2026		2025
Net cash provided by operating activities	$	117.2	$	57.8

Net income including non-controlling interest was $88.9 million in the first six months of 2026 compared to $55.1 million in the first six months of 2025. Depreciation and amortization expense totaled $92.4 million in the first six months of 2026 compared to $87.3 million in the first six months of 2025. Deferred income taxes were a use of cash of $9.1 million in the first six months of 2026 compared to $14.1 million in the first six months of 2025. Accrued compensation was a use of cash of $19.6 million in the first six months of 2026 compared to $23.5 million in the first six months of 2025. Other assets were a use of cash of $9.3 million in the first six months of 2026 compared to $2.4 million in the first six months of 2025. Other liabilities were a use of cash of $6.1 million in the first six months of 2026 compared to a source of cash $24.8 million in the first six months of 2025.

Changes in net working capital (accounts receivable, net, inventory and accounts payables) accounted for a use of cash of $24.7 million in the first six months of 2026 compared $57.5 million in the first six months of 2025. The table below provides the cash flow impact due to changes in the components of net working capital and an assessment of each of the components:

	Six Months Ended
	May 30,			May 31,
($ in millions)	2026			2025
Accounts receivable, net	$	(53.9	)	$	(28.9	)
Inventory		(51.3	)		(40.2	)
Accounts payable		80.5			11.6
Total cash flow impact	$	(24.7	)	$	(57.5	)

●

Accounts receivable, net – Accounts receivable, net was a use of cash of $53.9 million and $28.9 million in the first six months of 2026 and 2025, respectively. The higher use of cash in 2026 compared to 2025 was due to higher accounts receivable balances in the current year compared to the prior year and more cash collected on accounts receivable in 2025 compared to 2026. The DSO were 60 days at May 30, 2026 and 59 days at May 31, 2025.

●

Inventory – Inventory was a use of cash of $51.3 million and $40.2 million in the first six months of 2026 and 2025, respectively. The higher use of cash in 2026 compared to 2025 was due to higher inventory purchases in 2026 compared to 2025. Inventory days on hand were 79 days as of May 30, 2026 and 77 days as of May 31, 2025.

●

Accounts payable – Accounts payable was a source of cash of $80.5 million and $11.6 million in the first six months of 2026 and 2025, respectively. The higher source of cash in 2026 compared to 2025 reflects lower payments on accounts payable in the current year compared to the prior year. Days payable outstanding were 76 days as of May 30, 2026 and 72 days as of May 31, 2025.

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Cash Flows from Investing Activities:

	Six Months Ended
	May 30,			May 31,
($ in millions)	2026			2025
Net cash used in investing activities	$	(111.6	)	$	(152.0	)

Purchases of property, plant and equipment were $104.4 million during the first six months of 2026 compared to $64.5 million for the same period of 2025. This difference reflects the timing of capital projects and expenditures related to growth initiatives.

We did not pay any cash for business acquisitions during the first six months of 2026. During the first six months of 2025, we paid $162.0 million in cash for business acquisitions and we received $75.7 million in cash related to the sale of our NA Flooring business.

Cash Flows from Financing Activities:

	Six Months Ended
	May 30,			May 31,
($ in millions)	2026			2025
Net cash (used in) provided by financing activities	$	(9.2	)	$	12.5

In the first six months of 2026, borrowings on our revolving credit facility were $627.0 million and repayments on our revolving credit facility and our long-term debt totaled $571.7 million. These borrowings are for general working capital purposes and permitted acquisitions. Borrowings on our revolving credit facility were $784.9 million and repayments on our revolving credit facility and our long-term debt totaled $687.8 million in the first six months of 2025. There were no net payments of notes payable in the first six months of 2026 compared to $0.6 million in the same period of 2025. Cash dividends paid were $26.0 million in the first six months of 2026 compared to $24.9 million in the same period of 2025. Repurchases of common stock were $48.8 million in the first six months of 2026 compared to $60.7 million in the same period of 2025.

Non-GAAP Measures

We use both GAAP and non-GAAP financial measures for operational and financial decision making, and to assess Company and segment business performance. Our non-GAAP measures include Adjusted EBITDA and Free Cash Flow. Our calculation of these non-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related U.S. GAAP measures.

These non-GAAP measures allow management and investors to view operating trends, perform analytical comparisons and benchmark performance between periods and among geographic regions to understand operating performance without regard to items we do not consider a component of our core operating performance. Furthermore, these non-GAAP measures allow investors the opportunity to measure and monitor our performance against our externally communicated targets and evaluate the investment decisions being made by management to improve Adjusted EBITDA. Management uses these measures in its financial, investment and operational decision-making processes, for internal reporting and as part of its forecasting and budgeting processes. Further, our Board of Directors uses certain of these and other measures as key metrics to determine management performance under our performance-based compensation plans. For these reasons, we believe these non-GAAP measures are useful for our investors.

Adjusted EBITDA is presented net of noncontrolling interests and is used by management and can be used by investors to review our consolidated operating results because it excludes depreciation, amortization, interest income, interest expense and income taxes as well as certain additional adjustments that are not considered part of our core operations. Examples of adjustments to EBITDA include, but are not limited to, costs for acquisition projects, organizational realignment, Project One, business divestitures, discrete taxes, and the income tax effect on these adjustments. For Adjusted EBITDA, once we have made an adjustment in the current period for an item, we will also adjust the related non-GAAP measure in future periods in which there is an impact from the item. The following table reflects the manner in which Adjusted EBITDA is determined and provides a reconciliation of Adjusted EBITDA to Net income attributable to H.B. Fuller, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP.

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Reconciliation of Net income attributable to H.B. Fuller to Adjusted EBITDA

	Three Months Ended						Six Months Ended
	May 30,			May 31,			May 30,			May 31,
	2026			2025			2026			2025
Net income attributable to H.B. Fuller	$	67,805		$	41,828		$	88,850		$	55,076

Adjustments:
Acquisition project costs		1,395			3,602			2,325			13,430
Organizational realignment		4,413			6,635			14,435			15,409
Project One		2,387			2,581			5,440			5,646
Other¹		3,024			44			2,929			44
Discrete tax items		356			13,961			454			14,952
Income tax effect on adjustments		(1,848	)		(3,999	)		(5,386	)		(9,907	)
Adjusted net income attributable to H.B. Fuller		77,532			64,652			109,047			94,650

Add:
Interest expense²		32,584			34,484			64,957			66,514
Interest income		(1,961	)		(854	)		(4,030	)		(1,954	)
Adjusted Income taxes		27,075			22,765			37,937			33,626
Depreciation and Amortization expense ³		45,815			44,613			91,838			87,180
Adjusted EBITDA	$	181,045		$	165,660		$	299,749		$	280,016

¹ Other for the three and six months ended May 30, 2026 includes acquired environmental liabilities and ongoing litigation and product claims related to a divested business.

² Interest expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.

³ Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.

Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less purchased property, plant and equipment. Free cash flow is an integral financial measure used by the Company to assess its ability to generate cash in excess of its operating needs, therefore, the Company believes this financial measure provides useful information to investors. The following table reflects the manner in which free cash flow is determined and provides a reconciliation of free cash flow to net cash provided by operating activities, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP.

Reconciliation of Net cash provided by operating activities to Free cash flow

	Six Months Ended
($ in millions)	May 30, 2026		May 31, 2025
Net cash provided by operating activities	$	117.2	$	57.8
Less: Purchased property, plant and equipment		104.4		64.5
Free cash flow	$	12.8	$	(6.7	)

Forward-Looking Statements and Risk Factors

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words like "plan," "expect," "aim," "believe," "project," "anticipate," "intend," "estimate," "will," "should," "could" (including the negative or variations thereof) and other expressions that indicate future events and trends. These plans and expectations are based upon certain underlying assumptions, including those mentioned with the specific statements. Such assumptions are in turn based upon internal estimates and analyses of current market conditions and trends, our plans and strategies, economic conditions and other factors. These plans and expectations and the assumptions underlying them are necessarily subject to risks and uncertainties inherent in projecting future conditions and results. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions and expectations proves to be inaccurate or is unrealized. In addition to the factors described in this report, Item 1A. Risk Factors identifies some of the important factors that could cause our actual results to differ materially from those in any such forward-looking statements. In order to comply with the terms of the safe harbor, we have identified these important factors which could affect our financial performance and could cause our actual results for future periods to differ materially from the anticipated results or other expectations expressed in the forward-looking statements. These factors should be considered, together with any similar risk factors or other cautionary language that may be made elsewhere in this Quarterly Report on Form 10-Q.

The list of important factors in Item 1A. Risk Factors does not necessarily present the risk factors in order of importance. This disclosure, including that under Forward-Looking Statements and Risk Factors, and other forward-looking statements and related disclosures made by us in this report and elsewhere from time to time, represents our best judgment as of the date the information is given. We do not undertake responsibility for updating any of such information, whether as a result of new information, future events, or otherwise, except as required by law. Investors are advised, however, to consult any further public company disclosures (such as in filings with the SEC or in our press releases) on related subjects.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to various market risks, including changes in interest rates, foreign currency rates and prices of raw materials. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. See Part II, Item 7A in our Annual Report on Form 10-K for the year ended November 29, 2025 for further discussion of these market risks. There have been no material changes in the reported market risk of the Company since November 29, 2025.

Item 4. Controls and Procedures

Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of our president and chief executive officer and executive vice president, chief financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)) as of May 30, 2026. Based on this evaluation, our president and chief executive officer and executive vice president, chief financial officer concluded that, as of May 30, 2026, our disclosure controls and procedures were effective.

For purposes of Rule 13a-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its president and chief executive officer and executive vice president, chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Environmental Matters

We are involved in environmental investigations, clean-up activities and administrative proceedings related to environmental compliance matters at former and current operating facilities. We have also been identified as a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and/or similar state laws that impose liability for costs relating to the clean up of contamination resulting from past spills, disposal or other release of hazardous substances associated with landfills and/or hazardous waste sites. As a PRP, we may be required to pay a share of the costs of investigation and clean-up of these sites. We are subject to similar laws in some of the countries where current and former facilities are located. Our environmental, health and safety department monitors compliance with applicable laws on a global basis.

To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish a financial provision.

While uncertainties exist with respect to the amounts and timing of the ultimate environmental liabilities, based on currently available information, we have concluded that these matters, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow.

Other Legal Proceedings

From time to time and in the ordinary course of business, we are a party to, or a target of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, contract, patent and intellectual property, environmental, health and safety, tax and employment matters. While we are unable to predict the outcome of these matters, we have concluded, based upon currently available information, that the ultimate resolution of any pending matter, individually or in the aggregate, including asbestos-related litigation, will not have a material adverse effect on our results of operations, financial condition or cash flow. However, adverse developments and/or periodic settlements could negatively impact the results of operations or cash flows in one or more future periods.

For additional information regarding environmental matters and other legal proceedings, see Note 12 to our Consolidated Financial Statements.

Item 1A. Risk Factors

This Form 10-Q contains forward-looking statements concerning our future programs, products, expenses, revenue, liquidity and cash needs as well as our plans and strategies. These forward-looking statements are based on current expectations and we assume no obligation to update this information. Numerous factors could cause actual results to differ significantly from the results described in these forward-looking statements, including the risk factors identified under Part I, Item 1A. Risk Factors contained in our Annual Report on Form 10-K for the fiscal year ended November 29, 2025. There have been no material changes in the risk factors disclosed by us under Part I, Item 1A. Risk Factors contained in the Annual Report on Form 10-K for the fiscal year ended November 29, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Information on our purchase of equity securities during the quarter ended May 30, 2026 is as follows:

(d)

(c)

Maximum

Number of

Approximate Dollar

(a)

Shares

Value of Shares that

Total

(b)

Purchased

may yet be

Number of

Average

as Part of

Purchased Under the

Shares

Price Paid

Publicly Announced

Plan or Program

Period

Purchased

per Share

Plan or Program

(millions)

March 1, 2026 - April 4, 2026

211

April 5, 2026 - May 2, 2026

750

60.77

750

166

May 3, 2026 - May 30, 2026

166

On April 7, 2022, the Board of Directors authorized a share repurchase program of up to $300.0 million of our outstanding common shares for a period of up to five years. Under the program, we are authorized to repurchase shares for cash on the open market, from time to time, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. The timing of such repurchases is dependent on price, market conditions and applicable regulatory requirements.

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Item 5. Other Information

Rule 10b5-1 Plan Adoptions and Modifications

None.

Item 6. Exhibits

	31.1	Form of 302 Certification – Celeste B. Mastin
	31.2	Form of 302 Certification – John J. Corkrean
	32.1	Form of 906 Certification – Celeste B. Mastin
	32.2	Form of 906 Certification – John J. Corkrean
	101	The following materials from the H.B. Fuller Company Quarterly Report on Form 10-Q for the quarter ended May 30, 2026 formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Total Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Asterisked items are management contracts or compensatory plans or arrangements required to be filed.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	H.B. Fuller Company


Dated: June 25, 2026		/s/ John J. Corkrean
		John J. Corkrean
		Executive Vice President,
		Chief Financial Officer

Exhibit Index

Exhibits

	31.1	Form of 302 Certification – Celeste B. Mastin
	31.2	Form of 302 Certification – John J. Corkrean
	32.1	Form of 906 Certification – Celeste B. Mastin
	32.2	Form of 906 Certification – John J. Corkrean
	101	The following materials from the H.B. Fuller Company Quarterly Report on Form 10-Q for the quarter ended May 30, 2026 formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Total Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).