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Table of Contents

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 February 28, 2026

OR

☐ | 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 54,487,294 as of March 20, 2026.

1

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 months ended February 28, 2026 and March 1, 2025 | 3
| Consolidated Statements of Comprehensive Income for the three months ended February 28, 2026 and March 1, 2025 | 4
| Consolidated Balance Sheets as of February 28, 2026 and November 29, 2025 | 5
| Consolidated Statements of Total Equity for the three months ended February 28, 2026 and March 1, 2025 | 6
| Consolidated Statements of Cash Flows for the three months ended February 28, 2026 and March 1, 2025 | 7
| Notes to Consolidated Financial Statements | 8
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 18
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 27
ITEM 4. | CONTROLS AND PROCEDURES | 27
PART II. OTHER INFORMATION | 28
ITEM 1. | LEGAL PROCEEDINGS | 28
ITEM 1A. | RISK FACTORS | 28
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 28
ITEM 6. | EXHIBITS | 29
SIGNATURES | 30

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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 |
|  | February 28, |  |  | March 1, |
|  | 2026 |  |  | 2025 |
Net revenue |  | $ | 770,844 |  |  | $ | 788,663 |
Cost of sales |  |  | (534,796 | ) |  |  | (561,588 | )
Gross profit |  |  | 236,048 |  |  |  | 227,075 |
Selling, general and administrative expenses |  |  | (184,450 | ) |  |  | (180,628 | )
Other income, net |  |  | 6,749 |  |  |  | 3,207 |
Interest expense |  |  | (32,871 | ) |  |  | (32,042 | )
Interest income |  |  | 2,073 |  |  |  | 1,100 |
Income before income taxes and income from equity method investments |  |  | 27,549 |  |  |  | 18,712 |
Income taxes |  |  | (7,422 | ) |  |  | (5,945 | )
Income from equity method investments |  |  | 918 |  |  |  | 497 |
Net income including non-controlling interest |  |  | 21,045 |  |  |  | 13,264 |
Net income attributable to non-controlling interest |  |  | - |  |  |  | (16 | )
Net income attributable to H.B. Fuller |  | $ | 21,045 |  |  | $ | 13,248 |
Earnings per share attributable to H.B. Fuller common stockholders: |  |  |  |  |  |  |  |
Basic |  | $ | 0.38 |  |  | $ | 0.24 |
Diluted |  | $ | 0.38 |  |  | $ | 0.24 |
Weighted-average common shares outstanding: |  |  |  |  |  |  |  |
Basic |  |  | 54,731 |  |  |  | 54,998 |
Diluted |  |  | 55,513 |  |  |  | 56,029 |

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 |
|  | February 28, |  |  | March 1, |
|  | 2026 |  |  | 2025 |
Net income including non-controlling interest |  | $ | 21,045 |  |  | $ | 13,264 |
Other comprehensive income (loss) |  |  |  |  |  |  |  |
Foreign currency translation |  |  | 52,205 |  |  |  | (20,986 | )
Defined benefit pension plans adjustment, net of tax |  |  | 18 |  |  |  | 130 |
Interest rate swaps, net of tax |  |  | 46 |  |  |  | (1,147 | )
Net investment hedges, net of tax |  |  | (9,705 | ) |  |  | 6,994 |
Other comprehensive income (loss) |  |  | 42,564 |  |  |  | (15,009 | )
Comprehensive income (loss) |  |  | 63,609 |  |  |  | (1,745 | )
Less: Comprehensive income attributable to non-controlling interest |  |  | 24 |  |  |  | 33 |
Comprehensive income (loss) attributable to H.B. Fuller |  | $ | 63,585 |  |  | $ | (1,778 | )

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)

|  | February 28, |  |  | November 29, |
|  | 2026 |  |  | 2025 |
Assets |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 107,877 |  |  | $ | 107,213 |
Trade receivables (net of allowances of $13,172 and $11,922, as of February 28, 2026 and November 29, 2025, respectively) |  |  | 532,180 |  |  |  | 564,339 |
Inventories |  |  | 506,776 |  |  |  | 471,963 |
Other current assets |  |  | 128,502 |  |  |  | 119,750 |
Total current assets |  |  | 1,275,335 |  |  |  | 1,263,265 |
Property, plant and equipment |  |  | 2,009,591 |  |  |  | 1,956,209 |
Accumulated depreciation |  |  | (1,052,979 | ) |  |  | (1,020,948 | )
Property, plant and equipment, net |  |  | 956,612 |  |  |  | 935,261 |
Goodwill |  |  | 1,697,468 |  |  |  | 1,680,059 |
Other intangibles, net |  |  | 791,098 |  |  |  | 805,867 |
Other assets |  |  | 499,784 |  |  |  | 498,254 |
Total assets |  | $ | 5,220,297 |  |  | $ | 5,182,706 |
Liabilities, non-controlling interest and total equity |  |  |  |  |  |  |  |
Current liabilities |  |  |  |  |  |  |  |
Trade payables |  | $ | 453,035 |  |  | $ | 470,132 |
Accrued compensation |  |  | 69,254 |  |  |  | 114,302 |
Income taxes payable |  |  | 20,313 |  |  |  | 25,018 |
Other accrued expenses |  |  | 123,306 |  |  |  | 133,907 |
Total current liabilities |  |  | 665,908 |  |  |  | 743,359 |
Long-term debt |  |  | 2,076,062 |  |  |  | 2,016,937 |
Accrued pension liabilities |  |  | 52,124 |  |  |  | 51,317 |
Other liabilities |  |  | 360,898 |  |  |  | 367,899 |
Total liabilities |  | $ | 3,154,992 |  |  | $ | 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 – 54,476,112 and 54,174,963 as of February 28, 2026 and November 29, 2025, respectively |  | $ | 54,476 |  |  | $ | 54,175 |
Additional paid-in capital |  |  | 309,114 |  |  |  | 298,017 |
Retained earnings |  |  | 2,034,220 |  |  |  | 2,026,071 |
Accumulated other comprehensive loss |  |  | (332,505 | ) |  |  | (375,045 | )
Total H.B. Fuller stockholders' equity |  |  | 2,065,305 |  |  |  | 2,003,218 |
Non-controlling interest |  |  | - |  |  |  | (24 | )
Total equity |  |  | 2,065,305 |  |  |  | 2,003,194 |
Total liabilities, non-controlling interest and total equity |  | $ | 5,220,297 |  |  | $ | 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 and other, net |  |  | 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 |

|  | 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 and other, net |  |  | 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 |

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)

|  | Three Months Ended |
|  | February 28, 2026 |  |  | March 1, 2025 |
Cash flows from operating activities: |  |  |  |  |  |  |  |
Net income including non-controlling interest |  | $ | 21,045 |  |  | $ | 13,264 |
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities: |  |  |  |  |  |  |  |
Depreciation |  |  | 24,354 |  |  |  | 21,717 |
Amortization |  |  | 22,011 |  |  |  | 20,880 |
Deferred income taxes |  |  | (2,422 | ) |  |  | 5,837 |
Income from equity method investments, net of dividends received |  |  | (918 | ) |  |  | (497 | )
Loss (gain) on sale or disposal of assets |  |  | 1,029 |  |  |  | (46 | )
Share-based compensation |  |  | 5,348 |  |  |  | 4,708 |
Pension and other post-retirement benefit plan activity |  |  | (1,862 | ) |  |  | (1,988 | )
Loss on the sale of a business |  |  | - |  |  |  | 1,515 |
Change in assets and liabilities, net of effects of acquisitions: |  |  |  |  |  |  |  |
Trade receivables, net |  |  | 39,563 |  |  |  | 13,900 |
Inventories |  |  | (28,861 | ) |  |  | (27,122 | )
Other assets |  |  | (3,224 | ) |  |  | (295 | )
Trade payables |  |  | 3,048 |  |  |  | (14,272 | )
Accrued compensation |  |  | (46,425 | ) |  |  | (37,913 | )
Other accrued expenses |  |  | (12,537 | ) |  |  | (11,959 | )
Income taxes payable |  |  | (12,699 | ) |  |  | (21,854 | )
Other liabilities |  |  | (9,854 | ) |  |  | (311 | )
Foreign currency remeasurement |  |  | (1,570 | ) |  |  | (18,471 | )
Net cash used in operating activities |  |  | (3,974 | ) |  |  | (52,907 | )
Cash flows from investing activities: |  |  |  |  |  |  |  |
Purchased property, plant and equipment |  |  | (57,701 | ) |  |  | (32,984 | )
Purchased businesses, net of cash acquired |  |  | - |  |  |  | (162,032 | )
Proceeds from sale of property, plant and equipment |  |  | 321 |  |  |  | 477 |
Purchase of cost method investment |  |  | - |  |  |  | (2,549 | )
Proceeds from the sale of a business |  |  | - |  |  |  | 75,727 |
Net cash used in investing activities |  |  | (57,380 | ) |  |  | (121,361 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |
Proceeds from issuance of long-term debt |  |  | 288,100 |  |  |  | 526,300 |
Repayment of long-term debt |  |  | (231,441 | ) |  |  | (359,535 | )
Net payment of notes payable |  |  | - |  |  |  | (164 | )
Dividends paid |  |  | (12,798 | ) |  |  | (12,193 | )
Proceeds from stock options exercised |  |  | 7,798 |  |  |  | 1,384 |
Repurchases of common stock |  |  | (2,922 | ) |  |  | (44,377 | )
Net cash provided by financing activities |  |  | 48,737 |  |  |  | 111,415 |
Effect of exchange rate changes on cash and cash equivalents |  |  | 13,281 |  |  |  | (756 | )
Net change in cash and cash equivalents |  |  | 664 |  |  |  | (63,609 | )
Cash and cash equivalents at beginning of period |  |  | 107,213 |  |  |  | 169,352 |
Cash and cash equivalents at end of period |  | $ | 107,877 |  |  | $ | 105,743 |

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 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 February 28, 2026, and November 29, 2025, were approximately $8,633 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 February 28, 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 February 28, 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 not deductible for tax purposes. ND Industries Taiwan is included in our Engineering Adhesives operating segment.

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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 holdback was 22,617 Euros and is included in the total purchase price. 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 were completed as of November 29, 2025. Remaining cash payments will continue into 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 |
|  | February 28, 2026 |  |  | March 1, 2025 |
Cost of sales |  | $ | 1,619 |  |  | $ | 2,954 |
Selling, general and administrative |  |  | 375 |  |  |  | 557 |
Other expense, net |  |  | 1,196 |  |  |  | - |
|  | $ | 3,190 |  |  | $ | 3,511 |

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 |  | $ | 8,430 |  |  | $ | - |  |  | $ | - |  |  | $ | 8,430 |
Expenses incurred |  |  | 14,314 |  |  |  | (547 | ) |  |  | 3,102 |  |  |  | 16,869 |
Non-cash charges |  |  | - |  |  |  | 547 |  |  |  | (580 | ) |  |  | (33 | )
Cash payments |  |  | (14,143 | ) |  |  | - |  |  |  | (2,522 | ) |  |  | (16,665 | )
Foreign currency translation |  |  | 360 |  |  |  | - |  |  |  | - |  |  |  | 360 |
Balance at November 29, 2025 |  | $ | 8,961 |  |  | $ | - |  |  | $ | - |  |  | $ | 8,961 |
Expenses incurred |  |  | 710 |  |  |  | 1,065 |  |  |  | 1,415 |  |  |  | 3,190 |
Non-cash charges |  |  | - |  |  |  | (1,065 | ) |  |  | (1,302 | ) |  |  | (2,367 | )
Cash payments |  |  | (3,770 | ) |  |  | - |  |  |  | (113 | ) |  |  | (3,883 | )
Foreign currency translation |  |  | (15 | ) |  |  | - |  |  |  | - |  |  |  | (15 | )
Balance at February 28, 2026 |  | $ | 5,886 |  |  | $ | - |  |  | $ | - |  |  | $ | 5,886 |

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

During the first quarter of 2026, the Company approved other restructuring actions related to global footprint optimization. The other restructuring actions began to be implemented in the first quarter of 2026 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. In implementing the other restructuring actions, the Company currently expects to incur pre-tax costs of approximately $10,200 to $12,200 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 |
|  | February 28, 2026 |  |  | March 1, 2025 |
Cost of sales |  | $ | 3,920 |  |  | $ | - |
Selling, general and administrative |  |  | 910 |  |  |  | - |
|  | $ | 4,830 |  |  | $ | - |

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 |  |  | Total |
Expenses incurred |  |  | 1,731 |  |  |  | 3,099 |  |  |  | 4,830 |
Non-cash charges |  |  | - |  |  |  | (3,099 | ) |  |  | (3,099 | )
Cash payments |  |  | (1,369 | ) |  |  | - |  |  |  | (1,369 | )
Foreign currency translation |  |  | 15 |  |  |  | - |  |  |  | 15 |
Balance at February 28, 2026 |  | $ | 377 |  |  | $ | - |  |  | $ | 377 |

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: Inventories

The composition of inventories is as follows:

|  | February 28, |  |  | November 29, |
|  | 2026 |  |  | 2025 |
Raw materials |  | $ | 212,248 |  |  | $ | 199,031 |
Finished goods |  |  | 294,528 |  |  |  | 272,932 |
Total inventories |  | $ | 506,776 |  |  | $ | 471,963 |

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Note 5: Goodwill and Other Intangible Assets

The goodwill activity by reportable segment for the three months ended February 28, 2026 is presented below:

|  | Hygiene, Health |  |  |  |  |  |  | Building |  |  |  |  |
|  | and Consumable |  |  | Engineering |  |  | Adhesive |  |  |  |  |
|  | Adhesives |  |  | Adhesives |  |  | Solutions |  |  | Total |
Balance at November 29, 2025 |  | $ | 517,763 |  |  | $ | 610,107 |  |  | $ | 552,189 |  |  | $ | 1,680,059 |
Acquisitions |  |  | 1,048 |  |  |  | (756 | ) |  |  | - |  |  |  | 292 |
Foreign currency translation effect |  |  | 11,430 |  |  |  | (484 | ) |  |  | 6,171 |  |  |  | 17,117 |
Balance at February 28, 2026 |  | $ | 530,241 |  |  | $ | 608,867 |  |  | $ | 558,360 |  |  | $ | 1,697,468 |

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

|  | February 28, 2026 |
|  | Purchased |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Technology |  |  | Customer |  |  |  |  |  |  |  |  |
Amortizable Intangible Assets |  | and Patents |  |  | Relationships |  |  | Trade Names |  |  | Total |
Original cost |  | $ | 235,196 |  |  | $ | 990,601 |  |  | $ | 82,015 |  |  | $ | 1,307,812 |
Accumulated amortization |  |  | (62,365 | ) |  |  | (418,027 | ) |  |  | (36,322 | ) |  |  | (516,714 | )
Net identifiable intangibles |  | $ | 172,831 |  |  | $ | 572,574 |  |  | $ | 45,693 |  |  | $ | 791,098 |

|  | 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 $22,011 and $20,880 for the three months ended February 28, 2026 and March 1, 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 |  | $ | 78,020 |  |  | $ | 106,393 |  |  | $ | 107,953 |  |  | $ | 101,882 |  |  | $ | 75,346 |  |  | $ | 321,504 |

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 February 28, 2026 and March 1, 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 |  | $ | - |  |  | $ | - |  |  | $ | 324 |  |  | $ | 368 |  |  | $ | - |  |  | $ | - |
Interest cost |  |  | 3,097 |  |  |  | 3,242 |  |  |  | 1,663 |  |  |  | 1,442 |  |  |  | 218 |  |  |  | 249 |
Expected return on assets |  |  | (5,782 | ) |  |  | (5,717 | ) |  |  | (1,838 | ) |  |  | (1,624 | ) |  |  | (3,801 | ) |  |  | (3,484 | )
Amortization: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Prior service cost |  |  | - |  |  |  | - |  |  |  | 30 |  |  |  | 28 |  |  |  | - |  |  |  | - |
Actuarial loss (gain) |  |  | 1,895 |  |  |  | 1,953 |  |  |  | 484 |  |  |  | 475 |  |  |  | (2,429 | ) |  |  | (2,277 | )
Settlement charge |  |  |  |  |  |  |  |  |  |  | 123 |  |  |  |  |  |  |  |  |  |  |  |  |
Net periodic (benefit) cost |  | $ | (790 | ) |  | $ | (522 | ) |  | $ | 786 |  |  | $ | 689 |  |  | $ | (6,012 | ) |  | $ | (5,512 | )

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 February 28, 2026 |  |  | Three Months Ended March 1, 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 |  |  |  |  |  |  |  |  |  | $ | 21,045 |  |  | $ | - |  |  |  |  |  |  |  |  |  |  | $ | 13,248 |  |  | $ | 16 |
Foreign currency translation¹ |  | $ | 52,181 |  |  | $ | - |  |  |  | 52,181 |  |  |  | 24 |  |  | $ | (21,003 | ) |  | $ | - |  |  |  | (21,003 | ) |  |  | 17 |
Defined benefit pension plans adjustment² |  |  | 10 |  |  |  | 8 |  |  |  | 18 |  |  |  | - |  |  |  | 179 |  |  |  | (49 | ) |  |  | 130 |  |  |  | - |
Interest rate swaps³ |  |  | 61 |  |  |  | (15 | ) |  |  | 46 |  |  |  | - |  |  |  | (1,516 | ) |  |  | 369 |  |  |  | (1,147 | ) |  |  | - |
Net investment hedges³ |  |  | (12,826 | ) |  |  | 3,121 |  |  |  | (9,705 | ) |  |  | - |  |  |  | 9,244 |  |  |  | (2,250 | ) |  |  | 6,994 |  |  |  | - |
Other comprehensive income (loss) |  | $ | 39,426 |  |  | $ | 3,114 |  |  | $ | 42,540 |  |  | $ | 24 |  |  | $ | (13,096 | ) |  | $ | (1,930 | ) |  | $ | (15,026 | ) |  | $ | 17 |
Comprehensive income (loss) |  |  |  |  |  |  |  |  |  | $ | 63,585 |  |  | $ | 24 |  |  |  |  |  |  |  |  |  |  | $ | (1,778 | ) |  | $ | 33 |

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:

|  | February 28, 2026 |
|  |  |  |  |  |  |  |  |  | Non- |
|  |  |  |  |  | H.B. Fuller |  |  | controlling |
|  | Total |  |  | Stockholders |  |  | Interest |
Foreign currency translation adjustment |  | $ | (136,973 | ) |  | $ | (137,882 | ) |  | $ | 909 |
Defined benefit pension plans adjustment, net of taxes of $47,260 |  |  | (67,147 | ) |  |  | (67,147 | ) |  |  | - |
Interest rate swap, net of taxes of $4,444 |  |  | (13,820 | ) |  |  | (13,820 | ) |  |  | - |
Net investment hedges, net of taxes of $30,650 |  |  | (95,315 | ) |  |  | (95,315 | ) |  |  | - |
Reclassification of AOCI tax effects |  |  | (18,341 | ) |  |  | (18,341 | ) |  |  | - |
Accumulated other comprehensive (loss) income |  | $ | (331,596 | ) |  | $ | (332,505 | ) |  | $ | 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 swap, 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 months ended February 28, 2026 includes $98 of discrete tax expense relating to various U.S. and foreign tax matters. Excluding the discrete tax expense, the overall effective tax rate was 26.6 percent for the three months ended February 28, 2026.

Income tax expense for the three months ended March 1, 2025 includes $992 of discrete tax expense relating to various U.S. and foreign tax matters. Excluding the discrete tax expense, the overall effective tax rate was 26.5 percent for the three months ended March 1, 2025.

As of February 28, 2026, we had a liability of $8,969 recorded for gross unrecognized tax benefits (excluding interest) compared to $9,206 as of November 29, 2025. As of February 28, 2026 and November 29, 2025, we had accrued $1,976 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 |
|  | February 28, |  |  | March 1, |
(Shares in thousands) |  | 2026 |  |  | 2025 |
Weighted-average common shares - basic |  |  | 54,731 |  |  |  | 54,998 |
Equivalent shares from share-based compensations plans |  |  | 782 |  |  |  | 1,031 |
Weighted-average common and common equivalent shares diluted |  |  | 55,513 |  |  |  | 56,029 |

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 2,908,350 and 2,140,479 shares for the three months ended February 28, 2026 and March 1, 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 a liability of $3,882 at February 28, 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.

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 a liability of $3,183 at February 28, 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 swaps.

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 $1,370 at February 28, 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 these interest rate swaps. 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 swaps.

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

|  | Three Months Ended |
|  | February 28, 2026 |  |  | March 1, 2025 |
Interest rate swap contracts |  |  | 61 |  |  |  | (1,516 | )

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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 $18,230 at February 28, 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 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 February 28, 2026, the combined fair value of the swaps was a liability of $125,854 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.

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 a loss of $95,315 as of February 28, 2026. The amounts of pretax loss recognized in comprehensive income related to the net investment hedge was $12,826 for the three months ended February 28, 2026. As of February 28, 2026, we reclassified $89 of losses into earnings from net investment hedges and we expect to reclassify $357 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 $706.

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 February 28, 2026, we had forward foreign currency contracts maturing between March 2, 2026 and July 8, 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 gains recognized in other income, net related to derivative instruments not designated as hedging instruments for the three months ended February 28, 2026 and March 1, 2025 were $2,920 and $40, 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 February 28, 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 February 28, 2026 and November 29, 2025, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

|  | February 28, |  |  | Fair Value Measurements Using: |
Description |  | 2026 |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Marketable securities |  | $ | 7,495 |  |  | $ | 7,495 |  |  | $ | - |  |  | $ | - |
Foreign exchange contract assets |  |  | 4,419 |  |  |  | - |  |  |  | 4,419 |  |  |  | - |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign exchange contract liabilities |  | $ | 1,498 |  |  | $ | - |  |  | $ | 1,498 |  |  | $ | - |
Interest rate swaps, cash flow hedge liabilities |  |  | 8,435 |  |  |  |  |  |  |  | 8,435 |  |  |  | - |
Interest rate swaps, fair value hedge liabilities |  |  | 18,230 |  |  |  | - |  |  |  | 18,230 |  |  |  | - |
Net investment hedge liabilities |  |  | 125,854 |  |  |  | - |  |  |  | 125,854 |  |  |  | - |
Holdback liability |  |  | 22,617 |  |  |  | - |  |  |  | - |  |  |  | 22,617 |

|  | 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 |  |  |  | - |
Interest rate swaps, cash flow hedge assets |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
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 $22,617 as of February 28, 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 |  |  | 221 |
Foreign currency translation adjustment |  |  | 414 |
Balance at February 28, 2026 |  | $ | 22,617 |

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 $2,115,526 and $2,041,062 as of February 28, 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 $2,666 and $2,625 as of February 28, 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:

|  | Three Months Ended |  |  | 3 Years Ended |
|  | February 28, 2026 |  |  | March 1, 2025 |  |  | November 29, 2025 |
Lawsuits and claims settled |  |  | 2 |  |  |  | 2 |  |  |  | 28 |
Settlement amounts |  | $ | 258 |  |  | $ | 4 |  |  | $ | 5,882 |
Insurance payments received or expected to be received |  | $ | 192 |  |  | $ | 2 |  |  | $ | 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. The terms of a definitive settlement agreement will be subject to court approval. 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 February 28, 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 first quarter of 2026, we did not repurchase shares under this program. During the first quarter of 2025, we repurchased shares under this program with an aggregate value of $41,153. Of this amount, $678 reduced common stock and $40,475 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. Inter-segment revenues are recorded at cost plus a markup for administrative costs. See below for a reconciliation of Adjusted EBITDA to net income attributable H.B. Fuller as reflected in the audited consolidated statement 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 |  |  |  |  |  |  | Corporate |  |  | H.B. Fuller |
February 28, 2026 |  | Adhesives |  |  | Adhesives |  |  | Solutions |  |  | Total |  |  | Unallocated |  |  | Consolidated |
Net revenue |  | $ | 346,527 |  |  | $ | 242,448 |  |  | $ | 181,869 |  |  | $ | 770,844 |  |  | $ | - |  |  | $ | 770,844 |
Segment expenses and other items 1 |  |  | 298,490 |  |  |  | 194,289 |  |  |  | 160,260 |  |  |  | 653,039 |  |  |  | (899 | ) |  |  | 652,140 |
Adjusted EBITDA |  | $ | 48,037 |  |  | $ | 48,159 |  |  | $ | 21,609 |  |  | $ | 117,805 |  |  | $ | 899 |  |  | $ | 118,704 |
Depreciation and amortization |  | $ | 16,553 |  |  | $ | 15,922 |  |  | $ | 13,548 |  |  | $ | 46,023 |  |  | $ | 342 |  |  | $ | 46,365 |
Capital Expenditures |  |  | 9,905 |  |  |  | 6,608 |  |  |  | 8,233 |  |  |  | 24,746 |  |  |  | 32,955 |  |  |  | 57,701 |

|  | Hygiene, Health |  |  |  |  |  |  | Building |  |  |  |  |  |  |  |  |  |  |  |  |
Three Months Ended: |  | and Consumable |  |  | Engineering |  |  | Adhesive |  |  |  |  |  |  | Corporate |  |  | H.B. Fuller |
March 1, 2025 |  | Adhesives |  |  | Adhesives |  |  | Solutions |  |  | Total |  |  | Unallocated |  |  | Consolidated |
Net revenue |  | $ | 368,225 |  |  | $ | 236,758 |  |  | $ | 183,680 |  |  | $ | 788,663 |  |  | $ | - |  |  | $ | 788,663 |
Segment expenses and other items 1 |  |  | 321,334 |  |  |  | 192,570 |  |  |  | 161,877 |  |  |  | 675,781 |  |  |  | (1,474 | ) |  |  | 674,307 |
Adjusted EBITDA |  | $ | 46,891 |  |  | $ | 44,188 |  |  | $ | 21,803 |  |  | $ | 112,882 |  |  | $ | 1,474 |  |  | $ | 114,356 |
Depreciation and amortization |  | $ | 14,731 |  |  | $ | 15,165 |  |  | $ | 12,671 |  |  | $ | 42,567 |  |  | $ | 30 |  |  | $ | 42,597 |
Capital Expenditures |  |  | 2,286 |  |  |  | 6,999 |  |  |  | 6,438 |  |  |  | 15,723 |  |  |  | 17,261 |  |  |  | 32,984 |

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 |
|  | February 28, |  |  | March 1, |
|  | 2026 |  |  | 2025 |
Net income attributable to H.B. Fuller |  | $ | 21,045 |  |  | $ | 13,248 |
Adjustments: |  |  |  |  |  |  |  |
Acquisition project costs |  |  | 931 |  |  |  | 9,828 |
Organizational realignment |  |  | 10,022 |  |  |  | 8,774 |
Project One |  |  | 3,053 |  |  |  | 3,064 |
Other |  |  | (95 | ) |  |  | - |
Discrete tax items |  |  | 98 |  |  |  | 992 |
Income tax effect on adjustments |  |  | (3,539 | ) |  |  | (5,909 | )
Adjusted net income attributable to H.B. Fuller |  |  | 31,515 |  |  |  | 29,997 |
Add: |  |  |  |  |  |  |  |
Interest expense1 |  |  | 32,373 |  |  |  | 32,030 |
Interest income |  |  | (2,069 | ) |  |  | (1,100 | )
Adjusted Income taxes |  |  | 10,862 |  |  |  | 10,862 |
Depreciation and Amortization expense2 |  |  | 46,023 |  |  |  | 42,567 |
Adjusted EBITDA |  |  | 118,704 |  |  |  | 114,356 |

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

2 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 February 28, 2026 |
|  | Hygiene, Health |  |  |  |  |  |  | Building |  |  |  |  |
|  | and Consumable |  |  | Engineering |  |  | Adhesive |  |  |  |  |
|  | Adhesives |  |  | Adhesives |  |  | Solutions |  |  | Total |
Americas |  | $ | 189,143 |  |  | $ | 105,159 |  |  | $ | 93,698 |  |  | $ | 388,000 |
EIMEA |  |  | 104,354 |  |  |  | 54,392 |  |  |  | 74,193 |  |  |  | 232,939 |
Asia Pacific |  |  | 53,030 |  |  |  | 82,897 |  |  |  | 13,978 |  |  |  | 149,905 |
Total |  | $ | 346,527 |  |  | $ | 242,448 |  |  | $ | 181,869 |  |  | $ | 770,844 |

|  | Three Months Ended March 1, 2025 |
|  | Hygiene, Health |  |  |  |  |  |  | Building |  |  |  |  |
|  | and Consumable |  |  | Engineering |  |  | Adhesive |  |  |  |  |
|  | Adhesives |  |  | Adhesives |  |  | Solutions |  |  | Total |
Americas |  | $ | 207,354 |  |  | $ | 97,209 |  |  | $ | 95,700 |  |  | $ | 400,263 |
EIMEA |  |  | 110,767 |  |  |  | 50,262 |  |  |  | 75,163 |  |  |  | 236,192 |
Asia Pacific |  |  | 50,104 |  |  |  | 89,287 |  |  |  | 12,817 |  |  |  | 152,208 |
Total |  | $ | 368,225 |  |  | $ | 236,758 |  |  | $ | 183,680 |  |  | $ | 788,663 |

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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 first quarter of 2026 decreased 2.3 percent from the first quarter of 2025. The decrease was due to a 7.2 percent decrease due to sales volume, partially offset by a 3.6 percent increase due to positive currency effects, a 0.7 percent increase due to acquisitions and a 0.6 percent increase due to pricing compared to the first quarter of 2025. The positive currency effect was primarily driven by a stronger Euro, Chinese renminbi, British pound, Brazilian real, Mexican peso and Australian dollar partially offset by a weaker T urkish lira compared to the U.S. dollar. Gross profit margin increased 180 basis points primarily due to higher product pricing, lower raw material costs, the impact of acquisitions and restructuring actions.

Net income attributable to H.B. Fuller in the first quarter of 2026 was $21.0 million compared to $13.2 million in the first quarter of 2025. Diluted earnings per share for the first quarter of 2026 was $0.38 per share compared to $0.24 per share for the first quarter of 2025.

Adjusted EBITDA in the first three months of 2026 increased 3.8 percent from the first three months of 2025, primarily driven by higher net income and depreciation and amortization expense.

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 $83.2 million under the Plans as of February 28, 2026. Remaining cash payments will continue into fiscal year 2026.

During the first quarter of 2026, the Company approved other restructuring actions related to global footprint optimization. In implementing the other restructuring actions, the Company currently expects to incur costs of approximately $10.2 million to $12.2 million ($7.5 million to $9.0 million after tax), which include (i) cash expenditures of approximately $5.8 million to $6.8 million ($4.3 million to $5.0 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 $4.8 million under the other restructuring actions as of February 28, 2026. The other restructuring actions began to be implemented in the first quarter of 2026 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 |
|  | February 28, |  |  | March 1, |  |  | 2026 vs |
($ in millions) |  | 2026 |  |  | 2025 |  |  | 2025 |
Net revenue |  | $ | 770.8 |  |  | $ | 788.7 |  |  |  | (2.3 | )%

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 first quarter of 2026 compared to the first quarter of 2025:

|  | Three Months Ended |
|  | February 28, 2026 vs. March 1, 2025 |
Organic revenue growth |  |  | (6.6 | )%
M&A |  |  | 0.7 | %
Currency |  |  | 3.6 | %
Net revenue growth |  |  | (2.3 | )%

Organic revenue decreased 6.6 percent in the first quarter of 2026 compared to the first quarter of 2025 and consisted of a 10.1 percent decrease in Hygiene, Health and Consumable Adhesives, a 5.1 percent decrease in Building Adhesive Solutions and a 2.0 percent decrease in Engineering Adhesives. The overall decrease was driven by a 7.2 percent decrease in sales volume, partially offset by a 0.6 percent increase in product pricing. The 0.7 percent increase from M&A was due to the acquisition of GEM, Medifill, ND Industries Taiwan and ND Industries Turkey, discussed further in Operating Segment Results below. The positive 3.6 percent foreign currency impact was primarily driven by a stronger Euro, Chinese renminbi, British pound, Brazilian real, Mexican peso and Australian dollar, partially offset by a weaker Turkish lira compared to the U.S. dollar.

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Cost of sales:

|  | Three Months Ended |
|  | February 28, |  |  | March 1, |  |  | 2026 vs |
($ in millions) |  | 2026 |  |  | 2025 |  |  | 2025 |
Cost of sales |  | $ | 534.8 |  |  | $ | 561.6 |  |  |  | (4.8 | )%
Percent of net revenue |  |  | 69.4 | % |  |  | 71.2 | % |  |  |  |

Cost of sales as a percentage of net revenue in the first quarter of 2026 compared to the first quarter of 2025 decreased 180 basis points. Raw material cost as a percentage of net revenue decreased 250 basis points in 2026 compared to 2025 primarily due to higher product pricing, lower raw material costs and the impact of acquisitions. Other manufacturing costs as a percentage of net revenue increased 70 basis points in 2026 compared to 2025 due to higher manufacturing and distribution costs and the impact of acquisitions.

Gross profit:

|  | Three Months Ended |
|  | February 28, |  |  | March 1, |  |  | 2026 vs |
($ in millions) |  | 2026 |  |  | 2025 |  |  | 2025 |
Gross profit |  | $ | 236.0 |  |  | $ | 227.1 |  |  |  | 3.9 | %
Percent of net revenue |  |  | 30.6 | % |  |  | 28.8 | % |  |  |  |

Gross profit in the first quarter of 2026 increased 3.9 percent and gross profit margin increased 180 basis points compared to the first quarter of 2025. The increase in gross profit margin was due to higher product pricing, lower raw material costs and the impact of acquisitions.

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

|  | Three Months Ended |
|  | February 28, |  |  | March 1, |  |  | 2026 vs |
($ in millions) |  | 2026 |  |  | 2025 |  |  | 2025 |
SG&A |  | $ | 184.5 |  |  | $ | 180.6 |  |  |  | 2.2 | %
Percent of net revenue |  |  | 23.9 | % |  |  | 22.9 | % |  |  |  |

SG&A expenses for the first quarter of 2026 compared to the first quarter of 2025 increased 100 basis points as a percentage of net revenue. The increase was due to lower revenue and the impact of acquisitions.

Other income, net:

|  | Three Months Ended |
|  | February 28, |  |  | March 1, |  |  | 2026 vs |
($ in millions) |  | 2026 |  |  | 2025 |  |  | 2025 |
Other income, net |  | $ | 6.7 |  |  | $ | 3.2 |  |  |  | 109.4 | %

Other income, net in the first quarter of 2026 included $6.3 million of net defined benefit pension benefits, $0.3 million of currency transaction gains and $0.1 million of other income. Other income, net in the first quarter of 2025 included $5.7 million of net defined benefit pension benefits and $0.6 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 |
|  | February 28, |  |  | March 1, |  |  | 2026 vs |
($ in millions) |  | 2026 |  |  | 2025 |  |  | 2025 |
Interest expense |  | $ | 32.9 |  |  | $ | 32.0 |  |  |  | 2.8 | %

Interest expense in the first quarter of 2026 was $32.9 million compared to $32.0 million in the first quarter of 2025 due to higher debt levels partially offset by lower interest rates.

Interest income:

|  | Three Months Ended |
|  | February 28, |  |  | March 1, |  |  | 2026 vs |
($ in millions) |  | 2026 |  |  | 2025 |  |  | 2025 |
Interest income |  | $ | 2.1 |  |  | $ | 1.1 |  |  |  | 90.9 | %

Interest income in the first quarter of 2026 and 2025 was $2.1 million and $1.1 million, respectively, consisting primarily of interest on cross-currency swap activity and other miscellaneous interest income.

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Income taxes:

|  | Three Months Ended |
|  | February 28, |  |  | March 1, |  |  | 2026 vs |
($ in millions) |  | 2026 |  |  | 2025 |  |  | 2025 |
Income taxes |  | $ | 7.4 |  |  | $ | 5.9 |  |  |  | 25.4 | %
Effective tax rate |  |  | 26.9 | % |  |  | 31.8 | % |  |  |  |

Income tax expense of $7.4 million in the first quarter of 2026 includes $0.1 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 26.6 percent. The discrete tax expense relates to various U.S. and foreign tax matters. Income tax expense of $5.9 million in the first quarter of 2025 includes $0.9 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 26.5 percent. The discrete tax expense related to various U.S. and foreign tax matters.

Income from equity method investments:

|  | Three Months Ended |
|  | February 28, |  |  | March 1, |  |  | 2026 vs |
($ in millions) |  | 2026 |  |  | 2025 |  |  | 2025 |
Income from equity method investments |  | $ | 0.9 |  |  | $ | 0.5 |  |  |  | 80.0 | %

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 quarter of 2026 compared to the first quarter of 2025 is due to higher net income in our joint venture during the quarter compared to the prior year.

Net income attributable to H.B. Fuller:

|  | Three Months Ended |
|  | February 28, |  |  | March 1, |  |  | 2026 vs |
($ in millions) |  | 2026 |  |  | 2025 |  |  | 2025 |
Net income attributable to H.B. Fuller |  | $ | 21.0 |  |  | $ | 13.2 |  |  |  | 59.1 | %
Percent of net revenue |  |  | 2.7 | % |  |  | 1.7 | % |  |  |  |

The net income attributable to H.B. Fuller in the first quarter of 2026 was $21.0 million compared to $13.2 million in the first quarter of 2025. The diluted earnings per share in the first quarter of 2026 was $0.38 per share as compared to $0.24 per share in the first quarter of 2025.

Adjusted EBITDA:

|  | Three Months Ended |
|  | February 28, |  |  | March 1, |  |  | 2026 vs |
($ in millions) |  | 2026 |  |  | 2025 |  |  | 2025 |
Adjusted EBITDA |  | $ | 118.7 |  |  | $ | 114.4 |  |  |  | 3.8 | %
Percent of net revenue |  |  | 15.4 | % |  |  | 14.5 | % |  |  |  |

Adjusted EBITDA for H.B. Fuller in the first quarter of 2026 was $118.7 million compared to $114.4 million in the first quarter of 2025. Adjusted EBITDA as a percentage of net revenue increased 90 basis points in the first quarter of 2026 compared to first quarter of 2025 due to higher net income and depreciation and amortization expense. 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

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.

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 |
|  | February 28, 2026 |  |  | March 1, 2025 |
|  | Net |  |  | % of |  |  | Net |  |  | % of |
($ in millions) |  | Revenue |  |  | Total |  |  | Revenue |  |  | Total |
Hygiene, Health and Consumable Adhesives |  | $ | 346.5 |  |  |  | 45 | % |  | $ | 368.2 |  |  |  | 47 | %
Engineering Adhesives |  |  | 242.4 |  |  |  | 31 | % |  |  | 236.8 |  |  |  | 30 | %
Building Adhesive Solutions |  |  | 181.9 |  |  |  | 24 | % |  |  | 183.7 |  |  |  | 23 | %
Segment total |  | $ | 770.8 |  |  |  | 100 | % |  | $ | 788.7 |  |  |  | 100 | %
Corporate Unallocated |  |  | - |  |  |  | 0 | % |  |  | - |  |  |  | 0 | %
Total |  | $ | 770.8 |  |  |  | 100 | % |  | $ | 788.7 |  |  |  | 100 | %

Segment Adjusted EBITDA

|  | Three Months Ended |
|  | February 28, 2026 |  |  | March 1, 2025 |
|  | Adjusted |  |  | % of |  |  | Adjusted |  |  | % of |
($ in millions) |  | EBITDA |  |  | Total |  |  | EBITDA |  |  | Total |
Hygiene, Health and Consumable Adhesives |  | $ | 48.0 |  |  |  | 40 | % |  | $ | 46.9 |  |  |  | 41 | %
Engineering Adhesives |  |  | 48.2 |  |  |  | 41 | % |  |  | 44.2 |  |  |  | 39 | %
Building Adhesive Solutions |  |  | 21.6 |  |  |  | 18 | % |  |  | 21.8 |  |  |  | 19 | %
Segment total |  | $ | 117.8 |  |  |  | 99 | % |  | $ | 112.9 |  |  |  | 99 | %
Corporate Unallocated |  |  | 0.9 |  |  |  | 1 | % |  |  | 1.5 |  |  |  | 1 | %
Total |  | $ | 118.7 |  |  |  | 100 | % |  | $ | 114.4 |  |  |  | 100 | %

Hygiene, Health and Consumable Adhesives

|  | Three Months Ended |
|  | February 28, |  |  | March 1, |  |  | 2026 vs |
($ in millions) |  | 2026 |  |  | 2025 |  |  | 2025 |
Net revenue |  | $ | 346.5 |  |  | $ | 368.2 |  |  |  | (5.9 | )%
Segment adjusted EBITDA |  | $ | 48.0 |  |  | $ | 46.9 |  |  |  | 2.3 | %
Segment adjusted EBITDA margin |  |  | 13.9 | % |  |  | 12.7 | % |  |  |  |

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

|  | Three Months Ended |
|  | February 28, 2026 vs. March 1, 2025 |
Organic revenue growth |  |  | (10.1 | )%
M&A |  |  | 0.8 | %
Currency |  |  | 3.4 | %
Total |  |  | (5.9 | )%

Net revenue decreased 5.9 percent in the first quarter of 2026 compared to the first quarter of 2025. Organic revenue growth decreased due to decrease in sales volume and product pricing. The 0.8 percent increase in net revenue from M&A was due to the acquisitions of GEM and Medifill in the first quarter of 2025. The positive currency effect was due to a stronger Euro, Brazilian real, Mexican peso and Chinese renminbi, partially offset by a weaker Turkish lira compared to the U.S. dollar. Segment adjusted EBITDA increased 2.3 percent in the first quarter of 2026 compared to the first quarter of 2025. Segment adjusted EBITDA margin increased 120 basis points primarily due to lower revenue, lower raw materials cost and the impact of acquisitions.

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Engineering Adhesives

|  | Three Months Ended |
|  | February 28, |  |  | March 1, |  |  | 2026 vs |
($ in millions) |  | 2026 |  |  | 2025 |  |  | 2025 |
Net revenue |  | $ | 242.4 |  |  | $ | 236.8 |  |  |  | 2.4 | %
Segment adjusted EBITDA |  | $ | 48.2 |  |  | $ | 44.2 |  |  |  | 9.0 | %
Segment adjusted EBITDA margin |  |  | 19.9 | % |  |  | 18.7 | % |  |  |  |

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

|  | Three Months Ended |
|  | February 28, 2026 vs. March 1, 2025 |
Organic revenue growth |  |  | (2.0 | )%
M&A |  |  | 1.1 | %
Currency |  |  | 3.3 | %
Total |  |  | 2.4 | %

Net revenue increased 2.4 percent in the first quarter of 2026 compared to the first quarter of 2025. Organic revenue growth decreased due to a decrease in sales volume, partially offset by an increase in product pricing. The 1.1 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 9.0 percent in the first quarter of 2026 compared to the first quarter of 2025. S egment adjusted EBITDA margin increased 120 basis points primarily due to higher product pricing, lower raw materials cost and the impact of acquisitions, partially offset by higher manufacturing and distribution costs.

Building Adhesive Solutions

|  | Three Months Ended |
|  | February 28, |  |  | March 1, |  |  | 2026 vs |
($ in millions) |  | 2026 |  |  | 2025 |  |  | 2025 |
Net revenue |  | $ | 181.9 |  |  | $ | 183.7 |  |  |  | (1.0 | )%
Segment adjusted EBITDA |  | $ | 21.6 |  |  | $ | 21.8 |  |  |  | (0.9 | )%
Segment adjusted EBITDA margin |  |  | 11.9 | % |  |  | 11.9 | % |  |  |  |

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

|  | Three Months Ended |
|  | February 28, 2026 vs. March 1, 2025 |
Organic revenue growth |  |  | (5.1 | )%
M&A |  |  | 0.0 | %
Currency |  |  | 4.1 | %
Total |  |  | (1.0 | )%

Net revenue decreased 1.0 percent in the first quarter of 2026 compared to the first quarter of 2025. Organic growth decreased due to a decrease in sales volume partially offset by an increase in product pricing. The positive currency effect was due to a stronger Euro and British pound compared to the U.S. dollar. Segment adjusted EBITDA increased 0.9 percent in the first quarter of 2026 compared to the first quarter of 2025. Segment adjusted EBITDA margin was flat.

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Corporate Unallocated

|  | Three Months Ended |
|  | February 28, |  |  | March 1, |  |  | 2026 vs |
($ in millions) |  | 2026 |  |  | 2025 |  |  | 2025 |
Net revenue |  | $ | - |  |  | $ | - |  |  |  | 0.0 | %
Adjusted EBITDA |  | $ | 0.9 |  |  | $ | 1.5 |  |  |  | (40.0 | )%

NMP = Non-meaningful percentage

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 February 28, 2026 were $107.9 million compared to $107.2 million as of November 29, 2025 and $105.7 million as of March 1, 2025. The majority of the $107.9 million in cash and cash equivalents as of February 28, 2026 was held outside the United States. Total long and short-term debt was $2,076.1 million as of February 28, 2026, $2,016.9 million as of November 29, 2025 and $2,180.0 million as of March 1, 2025. The total debt to total capital ratio as measured by total debt divided by total debt plus total stockholders’ equity was 50.1 percent as of February 28, 2026 as compared to 50.2 percent as of November 29, 2025 and 55.1 percent as of March 1, 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 February 28, 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 February 28, 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 |  | 5.0

| 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 percent of annualized net revenue, trade receivable days sales outstanding (“DSO”), inventory days on hand, trade accounts payable outstanding ("DPO") free cash flow and debt capitalization ratio.

|  | February 28, |  |  | March 1, |
|  | 2026 |  |  | 2025 |
Net working capital as a percentage of annualized net revenue1 |  |  | 19.0 | % |  |  | 17.2 | %
Accounts receivable DSO (in days)2 |  |  | 63 |  |  |  | 61 |
Inventory days on hand (in days)3 |  |  | 90 |  |  |  | 79 |
Trade accounts payable DPO (in days)4 |  |  | 77 |  |  |  | 73 |
Free cash flow5 |  | $ | (61.7 | ) |  | $ | (85.9 | )
Total debt to total capital ratio6 |  |  | 50.1 | % |  |  | 55.1 | %

1 Net working capital (trade receivables, net of allowance for doubtful accounts plus inventory minus trade payables) divided by annualized net revenue (current quarter multiplied by four).

2 Trade receivables net of the allowance for doubtful accounts multiplied by 91 (13 weeks) and divided by the net revenue for the quarter.

3 Total inventory multiplied by 91 (13 weeks) and divided by cost of sales (excluding delivery costs) for the quarter.

4 Trade accounts payable multiplied by 91 (13 weeks) and divided by net revenue 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:

|  | Three Months Ended |
|  | February 28, |  |  | March 1, |
($ in millions) |  | 2026 |  |  | 2025 |
Net cash provided by operating activities |  | $ | (4.0 | ) |  | $ | (52.9 | )

Net income including non-controlling interest was $21.0 million in the first three months of 2026 compared to $13.3 million in the first three months of 2025. Depreciation and amortization expense totaled $46.4 million in the first three months of 2026 compared to $42.6 million in the first three months of 2025. Deferred income taxes were a use of cash of $2.4 million in the first three months of 2026 compared to a source of cash of $5.8 million in the first three months of 2025. Accrued compensation was a use of cash of $46.4 million in the first three months of 2026 compared to $37.9 million in the first three months of 2025. Other assets were a use of cash of $3.2 million in the first three months of 2026 compared to $0.3 million in the first three months of 2025. Other liabilities were a use of cash of $9.9 million in the first three months of 2026 compared to $0.3 million in the first three months of 2025.

Changes in net working capital (trade receivables, inventory and trade payables) accounted for a source of cash of $13.7 million in the first three months of 2026 compared to a use of cash of $27.5 million in the first three 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:

| Three Months Ended |
| February 28, |  | March 1, |
($ in millions) | 2026 |  | 2025 |
Trade receivables, net | $ | 39.6 |  | $ | 13.9 |
Inventory |  | (28.9 | ) |  | (27.1 | )
Trade payables |  | 3.0 |  |  | (14.3 | )
Total cash flow impact | $ | 13.7 |  | $ | (27.5 | )

| ● | Trade receivables, net – Trade receivables, net was a source of cash of $39.6 million and $13.9 million in the first three months of 2026 and 2025, respectively. The higher source of cash in 2026 compared to 2025 was due to more cash collected on trade receivables in the current year compared to the prior year. The DSO were 63 days at February 28, 2026 and 61 days at March 1, 2025.

| ● | Inventory – Inventory was a use of cash of $28.9 million and $27.1 million in the first three months of 2026 and 2025, respectively. The slightly 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 90 days as of February 28, 2026 and 79 days as of March 1, 2025.

| ● | Trade payables – Trade payables was a source of cash of $3.0 million and a use of cash of $14.3 million in the first three months of 2026 and 2025, respectively. The source of cash in 2026 compared to use of cash in 2025 reflects lower payments on trade payables in the current year compared to the prior year. Days payable outstanding were 77 days as of February 28, 2026 and 73 days as of March 1, 2025.

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Cash Flows from Investing Activities:

|  | Three Months Ended |
|  | February 28, |  |  | March 1, |
($ in millions) |  | 2026 |  |  | 2025 |
Net cash used in investing activities |  | $ | (57.4 | ) |  | $ | (121.4 | )

Purchases of property, plant and equipment were $57.7 million during the first three months of 2026 compared to $33.0 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 three months of 2026. During the first three 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:

|  | Three Months Ended |
|  | February 28, |  |  | March 1, |
($ in millions) |  | 2026 |  |  | 2025 |
Net cash provided by financing activities |  | $ | 48.7 |  |  | $ | 111.4 |

In the first three months of 2026, borrowings on our revolving credit facility were $288.1 million and repayments on our revolving credit facility and our long-term debt totaled $231.4 million. These borrowings are for general working capital purposes and permitted acquisitions. Borrowings on our revolving credit facility were $526.3 million and repayments on our revolving credit facility and our long-term debt totaled $359.5 million in the first three months of 2025. There were no net payments of notes payable in the first three months of 2026 compared to $0.2 million in the same period of 2025. Cash dividends paid were $12.8 million in the first three months of 2026 compared to $12.2 million in the same period of 2025. Repurchases of common stock were $2.9 million in the first three months of 2026 compared to $44.4 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 |
|  | February 28, |  |  | March 1, |
|  | 2026 |  |  | 2025 |
Net income attributable to H.B. Fuller |  | $ | 21,045 |  |  | $ | 13,248 |
Adjustments: |  |  |  |  |  |  |  |
Acquisition project costs |  |  | 931 |  |  |  | 9,828 |
Organizational realignment |  |  | 10,022 |  |  |  | 8,774 |
Project One |  |  | 3,053 |  |  |  | 3,064 |
Other |  |  | (95 | ) |  |  | - |
Discrete tax items |  |  | 98 |  |  |  | 992 |
Income tax effect on adjustments |  |  | (3,539 | ) |  |  | (5,909 | )
Adjusted net income attributable to H.B. Fuller |  |  | 31,515 |  |  |  | 29,997 |
Add: |  |  |  |  |  |  |  |
Interest expense1 |  |  | 32,373 |  |  |  | 32,030 |
Interest income |  |  | (2,069 | ) |  |  | (1,100 | )
Adjusted Income taxes |  |  | 10,862 |  |  |  | 10,862 |
Depreciation and Amortization expense2 |  |  | 46,023 |  |  |  | 42,567 |
Adjusted EBITDA |  |  | 118,704 |  |  |  | 114,356 |

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

2 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

|  | Three Months Ended |
($ in millions) |  | February 28, 2026 |  |  | March 1, 2025 |
Net cash provided by operating activities |  | $ | (4.0 | ) |  | $ | (52.9 | )
Less: Purchased property, plant and equipment |  |  | 57.7 |  |  |  | 33.0 |
Free cash flow |  | $ | (61.7 | ) |  | $ | (85.9 | )

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 February 28, 2026. Based on this evaluation, our president and chief executive officer and executive vice president, chief financial officer concluded that, as of February 28, 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 13 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 February 28, 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) |
November 30, 2025 - January 3, 2026 |  |  | - |  |  | $ | - |  |  |  | - |  |  | $ | 211 |
January 4, 2026 - January 31, 2026 |  |  | - |  |  | $ | - |  |  |  | - |  |  | $ | 211 |
February 1, 2025 - February 28, 2026 |  |  | - |  |  | $ | - |  |  |  | - |  |  | $ | 211 |

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

* | 10.1 | Form of Non-Qualified Stock Option Agreement under the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 15, 2025
* | 10.2 | Form of Restricted Stock Unit Award Agreement under the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 15, 2025
* | 10.3 | Form of Performance Share Award Agreement under the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 15, 2025
* | 10.4 | Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 15, 2025
| 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 February 28, 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: March 26, 2026 |  | /s/ John J. Corkrean |
|  | John J. Corkrean |
|  | Executive Vice President, |
|  | Chief Financial Officer |

Exhibit Index

Exhibits

* | 10.1 | Form of Non-Qualified Stock Option Agreement under the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 15, 2025
* | 10.2 | Form of Restricted Stock Unit Award Agreement under the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 15, 2025
* | 10.3 | Form of Performance Share Award Agreement under the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 15, 2025
* | 10.4 | Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Third Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 15, 2025
| 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 February 28, 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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