Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 March 1, 2025

☐	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 ☐

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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 54,192,774 as of March 21, 2025.

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H.B. Fuller Company

Quarterly Report on Form 10-Q

Table of Contents

		Page
PART 1. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	4

	Consolidated Statements of Income for the three months ended March 1, 2025 and March 2, 2024	4

	Consolidated Statements of Comprehensive Income for the three months ended March 1, 2025 and March 2, 2024	5

	Consolidated Balance Sheets as of March 1, 2025 and November 30, 2024	6

	Consolidated Statements of Total Equity for the three months ended March 1, 2025 and March 2, 2024	7

	Consolidated Statements of Cash Flows for the three months ended March 1, 2025 and March 2, 2024	8

	Notes to Consolidated Financial Statements	9

ITEM 2.	MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	40

ITEM 4.	CONTROLS AND PROCEDURES	40

PART II. OTHER INFORMATION		41

ITEM 1.	LEGAL PROCEEDINGS	41

ITEM 1A.	RISK FACTORS	41

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	42

ITEM 6.	EXHIBITS	42

SIGNATURES		43

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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*
	*March 1,*			*March 2,*
	*2025*			*2024*
Net revenue	$	788,663		$	810,419
Cost of sales		(561,588	)		(571,182	)
Gross profit		227,075			239,237
Selling, general and administrative expenses		(180,628	)		(172,362	)
Other income, net		3,207			1,501
Interest expense		(32,042	)		(31,901	)
Interest income		1,100			1,307
Income before income taxes and income from equity method investments		18,712			37,782
Income taxes		(5,945	)		(7,814	)
Income from equity method investments		497			1,044
Net income including non-controlling interest		13,264			31,012
Net loss (income) attributable to non-controlling interest		(16	)		(21	)
Net income attributable to H.B. Fuller	$	13,248		$	30,991

Earnings per share attributable to H.B. Fuller common stockholders:
Basic	$	0.24		$	0.57
Diluted	$	0.24		$	0.55

Weighted-average common shares outstanding:
Basic		54,998			54,702
Diluted		56,029			56,573

See accompanying Notes to Unaudited Consolidated Financial Statements.

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H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

	*Three Months Ended*
	*March 1,*			*March 2,*
	*2025*			*2024*
Net income including non-controlling interest	$	13,264		$	31,012
Other comprehensive loss
Foreign currency translation		(20,986	)		(19,362	)
Defined benefit pension plans adjustment, net of tax		130			2,119
Interest rate swaps, net of tax		(1,147	)		(2,465	)
Net investment hedges, net of tax		6,994			3,790
Other comprehensive loss		(15,009	)		(15,918	)
Comprehensive (loss) income		(1,745	)		15,094
Less: Comprehensive income attributable to non-controlling interest		33			12
Comprehensive (loss) income attributable to H.B. Fuller	$	(1,778	)	$	15,082

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)

	*March 1,*			*November 30,*
	*2025*			*2024*
Assets
Current assets:
Cash and cash equivalents	$	105,743		$	169,352
Trade receivables (net of allowances of $10,222 and $11,621, as of March 1, 2025 and November 30, 2024, respectively)		525,496			558,336
Inventories		468,323			467,498
Other current assets		114,588			104,019
Total current assets		1,214,150			1,299,205

Property, plant and equipment		1,794,291			1,864,558
Accumulated depreciation		(950,290	)		(982,631	)
Property, plant and equipment, net		844,001			881,927

Goodwill		1,624,347			1,532,221
Other intangibles, net		834,515			770,226
Other assets		443,893			449,665
Total assets	$	4,960,906		$	4,933,244

Liabilities, non-controlling interest and total equity
Current liabilities
Notes payable	$	578		$	587
Trade payables		450,401			491,435
Accrued compensation		67,271			106,005
Income taxes payable		15,986			24,225
Other accrued expenses		80,588			97,038
Total current liabilities		614,824			719,290

Long-term debt		2,179,419			2,010,052
Accrued pension liabilities		51,986			51,755
Other liabilities		336,316			322,299
Total liabilities	$	3,182,545		$	3,103,396

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 outstanding – 54,189,516 and 54,657,103 as of March 1, 2025 and November 30, 2024, respectively	$	54,190		$	54,657
Additional paid-in capital		285,646			322,636
Retained earnings		1,925,724			1,924,761
Accumulated other comprehensive loss		(488,421	)		(473,395	)
Total H.B. Fuller stockholders' equity		1,777,139			1,828,659
Non-controlling interest		1,222			1,189
Total equity		1,778,361			1,829,848
Total liabilities, non-controlling interest and total equity	$	4,960,906		$	4,933,244

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 Shareholders*
										*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 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

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

Balance at December 2, 2023	$	54,093		$	301,485		$	1,842,507		$	(442,880	)	$	708	$	1,755,913
Comprehensive income		-			-			30,991			(15,909	)		12		15,094
Dividends		-			-			(11,246	)		-			-		(11,246	)
Stock option exercises		200			8,777			-			-			-		8,977
Share-based compensation plans and other, net		225			5,490			-			-			-		5,715
Repurchases of common stock		(80	)		(6,128	)		-			-			-		(6,208	)
Balance at March 2, 2024	$	54,438		$	309,624		$	1,862,252		$	(458,789	)	$	720	$	1,768,245

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*
	*March 1, 2025*			*March 2, 2024*
Cash flows from operating activities:
Net income including non-controlling interest	$	13,264		$	31,012
Adjustments to reconcile net income including non-controlling interest to net cash (used in) provided by operating activities:
Depreciation		21,717			23,168
Amortization		20,880			20,355
Deferred income taxes		5,837			(5,658	)
Income from equity method investments, net of dividends received		(497	)		(1,044	)
Loss on the sale of a business		1,515			-
Gain on sale or disposal of assets		(46	)		(86	)
Share-based compensation		4,708			5,088
Change in assets and liabilities, net of effects of acquisitions:
Trade receivables, net		13,900			56,886
Inventories		(27,122	)		(50,189	)
Other assets		(295	)		(9,064	)
Trade payables		(14,272	)		27,640
Accrued compensation		(37,913	)		(31,862	)
Other accrued expenses		(11,959	)		(12,040	)
Income taxes payable		(21,854	)		(5,121	)
Accrued / prepaid pensions		(1,988	)		(2,126	)
Other liabilities		(311	)		(399	)
Foreign currency remeasurement		(18,471	)		791
Net cash (used in) provided by operating activities		(52,907	)		47,351

Cash flows from investing activities:
Purchased property, plant and equipment		(32,984	)		(43,293	)
Purchased businesses, net of cash acquired		(162,032	)		-
Purchase of cost method investment		(2,549	)		-
Proceeds from sale of property, plant and equipment		477			568
Proceeds from the sale of a business		75,727			-
Net cash used in investing activities		(121,361	)		(42,725	)

Cash flows from financing activities:
Proceeds from issuance of long-term debt		526,300			195,000
Repayment of long-term debt		(359,535	)		(203,250	)
Net payment of notes payable		(164	)		(276	)
Dividends paid		(12,193	)		(11,151	)
Proceeds from stock options exercised		1,384			8,977
Repurchases of common stock		(44,377	)		(6,208	)
Net cash provided by (used in) financing activities		111,415			(16,908	)

Effect of exchange rate changes on cash and cash equivalents		(756	)		(1,922	)
Net change in cash and cash equivalents		(63,609	)		(14,204	)
Cash and cash equivalents at beginning of period		169,352			179,453
Cash and cash equivalents at end of period	$	105,743		$	165,249

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 30, 2024 as filed with the Securities and Exchange Commission.

New Accounting Pronouncements

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

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 evaluating the effect that this guidance will have on our Consolidated Financial Statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires enhanced disclosures regarding significant segment expenses and other segment items. The guidance requires public entities to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. Our effective date of this ASU is our fiscal year ending November 29, 2025. We are evaluating the effect that this guidance will have on our Consolidated Financial Statements.

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 March 1, 2025, and November 30, 2024, were approximately $3,478 and $5,233, 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.

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Note 2: Acquisitions and Divestiture

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 266,960 Taiwan dollar, or approximately $8,160 which was funded through existing cash. This includes a holdback amount of 5,978 Taiwan dollar that will be paid on the 4-month anniversary of the closing date. 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 preliminary as of March 1, 2025 and includes goodwill of $969, other intangible assets of $3,754 and other net assets of $3,437. Goodwill represents expected synergies from combining ND Industries Taiwan with our existing business. Goodwill is deductible for tax purposes. ND Industries Taiwan is included in our Engineering Adhesives operating segment.

GEM S.r.l.

On January 15, 2025, we completed the acquisition of GEM S.r.l. (“GEM”) for a purchase price of 144,041 Euros, or approximately $147,886 which was funded through borrowings on our credit facility and existing cash. This includes a holdback amount of 30,000 Euros that will be paid in three tranches of one third each year beginning one year after the date of acquisition. Headquartered in Viareggio, Italy, GEM develops, produces and sells medical adhesives for wound closure in both surgical and topical applications. The acquisition of GEM establishes a European headquarters for our Medical Adhesives Technologies business and expands the Company's medical adhesive offerings, further shifting our portfolio toward highly profitable, higher growth markets. The acquisition fair value measurement was preliminary as of March 1, 2025 and includes goodwill of $59,460, other intangible assets of $95,791 and other net liabilities of $7,365. Goodwill represents expected synergies from combining GEM with our existing business. Goodwill is not deductible for tax purposes. GEM is included in our Hygiene, Health and Consumable Adhesives operating segment.

Medifill Limited

On December 2, 2024, we completed the acquisition of Medifill Limited (“Medifill”) for a purchase price of 49,919 Euros, or approximately $51,252 which was funded through borrowings on our credit facility and existing cash. Headquartered in Dublin, Ireland, Medifill produces medical-grade cyanoacrylate adhesives tailored to the wound closure market. The acquisition of Medifill establishes European production capabilities for our medical adhesive offerings. The acquisition fair value measurement was preliminary as of March 1, 2025 and includes goodwill of $40,141 and other net assets of $11,111. Goodwill represents expected synergies from combining Medifill with our existing business. Goodwill is not deductible for tax purposes. Medifill is included in our Hygiene, Health and Consumable Adhesives operating segment.

HS Butyl Limited

On August 5, 2024, we acquired HS Butyl Limited (“HS Butyl”) for a purchase price of 18,148 British pound sterling, or approximately $23,180 which was funded through existing cash. This includes a holdback amount of 2,700 British pound sterling that will be paid on the 18-month anniversary of the closing date. HS Butyl, headquartered in Lymington, England, is the United Kingdom's largest manufacturer and distributor of high-quality butyl tapes, which provide strong, permanent, watertight seals for a wide variety of applications within the construction, infrastructure, automotive and renewable energy industries. The acquisition of HS Butyl establishes our presence in the European waterproofing tape market, expanding our position as a solution provider to existing customers. It also expands our relevance to more markets and creates opportunities to deliver new, in-demand solutions for our customers, given the technology's relevance to multiple high-value applications. The acquisition fair value measurement was preliminary as of March 1, 2025 and includes other intangible assets of $6,974, goodwill of $2,812 and other net assets of $13,394. Goodwill represents expected synergies from combining HS Butyl with our existing business. Goodwill is not deductible for tax purposes. HS Butyl is included in our Building Adhesive Solutions operating segment.

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ND Industries, Inc.

On May 20, 2024, we acquired the assets of ND Industries, Inc. (“ND Industries”) for a base purchase price of $254,037 which was funded through borrowings on our credit facility and existing cash. ND Industries, headquartered in Clawson, Michigan, is a leading provider of specialty adhesives and fastener locking and sealing solutions serving customers in the automotive, electronics, aerospace and other industries. The acquisition of ND Industries is expected to accelerate the realization of our top growth priorities, 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 March 1, 2025. ND Industries is included in our Engineering Adhesives operating segment.

The following table summarizes the fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:

	*Amounts*
Current assets	$	17,085
Property, plant and equipment		26,044
Goodwill		81,268
Other intangibles
Customer relationships		110,100
Trademarks/trade names		8,700
Technology		13,600
Other assets		13
Current liabilities		(2,773	)
Total	$	254,037

The expected useful lives of the acquired intangible assets are 15 years for technology, 13 years for customer relationships and ten years for trademarks and tradenames. Based on the fair value measurement of the assets acquired and liabilities assumed, we allocated $81,268 to goodwill for the expected synergies from combining ND Industries with our existing business. Such goodwill is deductible for tax purposes. The goodwill was assigned to our Engineering Adhesives operating segment.

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All acquisitions, individually and in the aggregate, are not material and therefore pro forma financial information is not provided.

Divestiture

North America Flooring

On December 2, 2024, we completed the sale of certain assets in our North American Flooring business, which was included in our Construction Adhesives segment for $75,727. The net book value of the assets sold was $77,242 which resulted in a $1,515 loss. The loss on sale is recorded in other income net, in the Consolidated Statements of Income for the three months ended March 1, 2025.

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Note 3: Restructuring Actions

During fiscal year 2023, the Company approved restructuring plans (the "Plans") related to organizational changes and other actions to optimize operations and integrate acquired businesses. The Plans were implemented in the second quarter of fiscal year 2023 and are currently expected to be completed during fiscal year 2026. In implementing the Plans, the Company currently expects to incur pre-tax costs of approximately $60,000 to $65,000 for severance and related employee costs globally, 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*
	*March 1, 2025*		*March 2, 2024*
Cost of sales	$	2,954	$	2,915
Selling, general and administrative		557		1,165
	$	3,511	$	4,080

The restructuring charges are all 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 December 2, 2023	$	11,723		$	-		$	-		$	11,723
Expenses incurred		13,477			4,673			3,936			22,086
Non-cash charges		-			(4,673	)		(3,925	)		(8,598	)
Cash payments		(16,427	)		-			(11	)		(16,438	)
Foreign currency translation		(343	)		-			-			(343	)
Balance at November 30, 2024	$	8,430		$	-		$	-		$	8,430
Expenses incurred		877			(24	)		2,658			3,511
Non-cash charges		-			24			(136	)		(112	)
Cash payments		(4,542	)		-			(2,522	)		(7,064	)
Foreign currency translation		(130	)		-			-			(130	)
Balance at March 1, 2025	$	4,635		$	-		$	-		$	4,635

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

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Note 4: Inventories

The composition of inventories is as follows:

	*March 1,*		*November 30,*
	*2025*		*2024*
Raw materials	$	213,651	$	215,936
Finished goods		254,672		251,562
Total inventories	$	468,323	$	467,498

Note 5: Goodwill and Other Intangible Assets

The goodwill activity by reportable segment for the three months ended March 1, 2025 is presented below:

Hygiene, Health

Building

and Consumable

Engineering

Adhesive

Adhesives

Solutions

Total

Balance at November 30, 2024

399,513

581,344

551,364

1,532,221

Acquisitions

99,601

969

(421

)

100,149

Foreign currency translation effect

(2,353

)

(4,893

)

(777

)

(8,023

)

Balance at March 1, 2025

496,761

577,420

550,166

1,624,347

As discussed in Note 14, as of the beginning of fiscal year 2025, we realigned our operating segment structure with the renamed Building Adhesive Solutions segment, which includes all of the former Construction Adhesives goodwill. A portion of the Engineering Adhesives goodwill was reclassified to the Building Adhesive Solutions segment based on the relative fair value approach.

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

March 1, 2025

Purchased

Technology

Customer

Amortizable Intangible Assets

and Patents

Relationships

Trade Names

Other

Total

Original cost

202,237

978,972

78,104

10,103

1,269,416

Accumulated amortization

(38,857

)

(360,415

)

(28,882

)

(7,199

)

(435,353

)

Net identifiable intangibles

163,380

618,557

49,222

2,904

834,063

	*November 30, 2024*
	*Purchased*
	*Technology*			*Customer*
Amortizable Intangible Assets	*and Patents*			*Relationships*			*Trade Names*			*Other*			*Total*
Original cost	$	145,313		$	1,063,210		$	67,280		$	10,031		$	1,285,834
Impairment	$	(343	)	$	(5,616	)	$	(150	)				$	(6,109	)
Accumulated amortization		(55,398	)		(418,805	)		(28,745	)		(7,012	)		(509,960	)
Net identifiable intangibles	$	89,572		$	638,789		$	38,385		$	3,019		$	769,765

Amortization expense with respect to amortizable intangible assets was $20,880 and $20,355 for the three months ended March 1, 2025 and March 2, 2024, 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	*2025*		*2026*		*2027*		*2028*		*2029*		*Thereafter*
Amortization expense	$	71,053	$	96,731	$	95,418	$	96,532	$	91,845	$	382,484

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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.

Non-amortizable intangible assets as of March 1, 2025 and November 30, 2024 were $452 and $461, respectively, and relate to trademarks and trade names. The change in non-amortizable assets as of March 1, 2025 compared to November 30, 2024 was due to changes in foreign currency exchange rates.

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

	*Three Months Ended March 1, 2025 and March 2, 2024*
													*Other*
	*Pension Benefits*												*Postretirement*
	*U.S. Plans*						*Non-U.S. Plans*						*Benefits*
Net periodic (benefit) cost:	*2025*			*2024*			*2025*			*2024*			*2025*			*2024*
Service cost	$	-		$	-		$	368		$	350		$	-		$	-
Interest cost		3,242			3,464			1,442			1,569			249			291
Expected return on assets		(5,717	)		(6,555	)		(1,624	)		(1,637	)		(3,484	)		(2,727	)
Amortization:
Prior service cost		-			-			28			16			-			-
Actuarial loss		1,953			1,159			475			513			(2,277	)		-
Net periodic (benefit) cost	$	(522	)	$	(1,932	)	$	689		$	811		$	(5,512	)	$	(2,436	)

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 March 1, 2025*											*Three Months Ended March 2, 2024*
										*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							$	13,248		$	16							$	30,991		$	21
Foreign currency translation¹	$	(21,003	)	$	-			(21,003	)		17	$	(19,353	)	$	-			(19,353	)		(9	)
Defined benefit pension plans adjustment²		179			(49	)		130			-		2,821			(702	)		2,119			-
Interest rate swaps³		(1,516	)		369			(1,147	)		-		(3,276	)		811			(2,465	)		-
Net investment hedges³		9,244			(2,250	)		6,994			-		5,025			(1,235	)		3,790			-
Other comprehensive (loss) income	$	(13,096	)	$	(1,930	)	$	(15,026	)	$	17	$	(14,783	)	$	(1,126	)	$	(15,909	)	$	(9	)
Comprehensive (loss) income							$	(1,778	)	$	33							$	15,082		$	12

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 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:

March 1, 2025

Non-

H.B. Fuller

controlling

Total

Stockholders

Interest

Foreign currency translation adjustment

(343,204

)

(342,801

)

(403

)

Defined benefit pension plans adjustment, net of taxes of $65,725

(88,901

)

(88,901

)

Interest rate swap, net of taxes of $4,378

(7,891

)

(7,891

)

Net investment hedges, net of taxes of $19,130

(30,487

)

(30,487

)

Reclassification of AOCI tax effects

(18,341

)

(18,341

)

Accumulated other comprehensive loss

(488,824

)

(488,421

)

(403

)

	*November 30, 2024*
							*Non-*
				*H.B. Fuller*			*controlling*
	*Total*			*Stockholders*			*Interest*
Foreign currency translation adjustment	$	(322,184	)	$	(321,798	)	$	(386	)
Defined benefit pension plans adjustment, net of taxes of $54,545		(89,031	)		(89,031	)		-
Interest rate swap, net of taxes of $2,169		(6,744	)		(6,744	)		-
Net investment hedges, net of taxes of $12,056		(37,481	)		(37,481	)		-
Reclassification of AOCI tax effects		(18,341	)		(18,341	)		-
Accumulated other comprehensive loss	$	(473,781	)	$	(473,395	)	$	(386	)

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Note 8: Income Taxes

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.

Income tax expense for the three months ended March 2, 2024 includes $2,527 of discrete tax benefit relating to various foreign tax matters, as well as an excess tax benefit related to U.S. stock compensation. Excluding the discrete tax benefit, the overall effective tax rate was 27.4 percent for the three months ended March 2, 2024.

As of March 1, 2025, we had a liability of $15,807 recorded for gross unrecognized tax benefits (excluding interest) compared to $15,590 as of November 30, 2024. As of March 1, 2025 and November 30, 2024, we had accrued $4,769 and $4,558 of gross interest relating to unrecognized tax benefits, respectively.

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*
	*March 1,*		*March 2,*
(Shares in thousands)	*2025*		*2024*
Weighted-average common shares - basic		54,998		54,702
Equivalent shares from share-based compensations plans		1,031		1,871
Weighted-average common and common equivalent shares diluted		56,029		56,573

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 2,140,479 and 1,138,264 shares for the three months ended March 1, 2025 and March 2, 2024, respectively, were excluded from diluted earnings per share calculations because they were antidilutive.

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Note 10: Financial Instruments

Overview

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

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

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

Cash Flow Hedges

On January 12, 2023, we entered into an interest rate swap agreement to convert $400,000 of our variable rate 1-month LIBOR debt to a fixed rate of 3.6895 percent that matures on January 12, 2028. On February 28, 2023, after refinancing our debt, we amended the interest rate swap agreement to our 1-month SOFR rate debt to a fixed rate of 3.7260 in accordance with the practical expedients included in ASC 848, Reference Rate Reform. The combined fair value of the interest rate swap was an asset of $38 at March 1, 2025 and was included in other assets in the Consolidated Balance Sheets. The swap was designated for hedge accounting treatment as a cash flow hedge. We are applying the hypothetical derivative method to assess hedge effectiveness for this interest rate swap. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swap.

On March 16, 2023, we entered into an interest rate swap agreement to convert $300,000 of our 1-month SOFR debt to a fixed rate of 3.7210 percent that matures on February 15, 2028. The combined fair value of the interest rate swap was a liability of $148 at March 1, 2025 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 $491 at March 1, 2025 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 losses recognized in Comprehensive Income related to derivative instruments designated as cash flow hedges are as follows:

	*Three Months Ended*
	*March 1, 2025*			*March 2, 2024*
Interest rate swap contracts		(1,516	)		(3,276	)

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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 $30,396 at March 1, 2025, 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 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 March 1, 2025, the combined fair value of the swaps was a liability of $40,299 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 $30,487 of March 1, 2025. The amounts of pretax gain recognized in comprehensive income related to the net investment hedge was $9,244 for the three months ended March 1, 2025. As of March 1, 2025, we did not reclassify any gains or losses into earnings from net investment hedges and we do not expect to reclassify any such gain or loss into earnings within the next twelve months. No amounts related to net investment hedges have been excluded from the assessment of hedge effectiveness.

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 12 for the fair value amounts of these derivative instruments.

As of March 1, 2025, we had forward foreign currency contracts maturing between March 3, 2025 and May 7, 2025. 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 March 1, 2025 and March 2, 2024 were $40 and $5,061, 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 March 1, 2025, there were no significant concentrations of credit risk.

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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.

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 March 1, 2025 and November 30, 2024, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

	*March 1,*		*Fair Value Measurements Using:*
Description	*2025*		*Level 1*		*Level 2*		*Level 3*
Assets:
Marketable securities	$	8,164	$	8,164	$	-	$	-
Foreign exchange contract assets		2,294		-		2,294		-
Interest rate swaps, cash flow hedge assets		38		-		38		-

Liabilities:
Foreign exchange contract liabilities	$	2,254	$	-		2,254	$	-
Interest rate swaps, cash flow hedge liabilities		639				639
Interest rate swaps, fair value hedge liabilities		30,396		-		30,396		-
Net investment hedge liabilities		40,299		-		40,299		-

	*November 30,*		*Fair Value Measurements Using:*
Description	*2024*		*Level 1*		*Level 2*		*Level 3*
Assets:
Marketable securities	$	8,584	$	8,584	$	-	$	-
Foreign exchange contract assets		2,147		-		2,147		-
Interest rate swaps, cash flow hedge assets		1,781		-		1,781		-

Liabilities:
Foreign exchange contract liabilities	$	7,074	$	-	$	7,074	$	-
Interest rate swaps, cash flow hedge liabilities		265		-		265
Interest rate swaps, fair value hedge liabilities		32,775		-		32,775
Net investment hedge liabilities		51,871		-		51,871		-

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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 $1,974,391 and $2,015,468 as of March 1, 2025 and November 30, 2024, 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.

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 $3,280 and $3,445 as of March 1, 2025 and November 30, 2024, respectively, for probable and reasonably estimable environmental remediation costs. Of the amount reserved, $970 and $1,055 as of March 1, 2025 and November 30, 2024, respectively, is attributable to a facility we own in Simpsonville, South Carolina that is a designated site under CERCLA.

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.

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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*
	*March 1, 2025*		*March 2, 2024*		*November 30, 2024*
Lawsuits and claims settled		2		4		25
Settlement amounts	$	4	$	705	$	5,704
Insurance payments received or expected to be received	$	2	$	519	$	3,418

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 or its affiliates. The named plaintiffs seek to represent a class but have not yet moved for class certification. The Company intends to vigorously defend itself against the claims outlined in this lawsuit. As of March 1, 2025, we are unable to estimate any possible loss or range of possible losses and have not recorded a loss contingency for this matter.

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 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. There were no shares repurchased under this program during the first quarter of 2024.

Note 14: Segments

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 operating income of each of our segments are regularly reviewed by our chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance. Segment operating income is identified as gross profit less SG&A expenses. Corporate expenses, other than those included in Corporate Unallocated, are allocated to each operating segment. Consistent with our internal management reporting, 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. Corporate assets are not allocated to the operating segments. Inter-segment revenues are recorded at cost plus a markup for administrative costs.

As of November 30, 2024, our three operating segments consisted of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives. As of the beginning of fiscal 2025, we reorganized our operating segments by selling our North American Flooring business ("NA Flooring"), previously part of the Construction Adhesives operating segment, and combining our Insulated Glass, Woodworking and Composite businesses, previously part of the Engineering Adhesives operating segment, with Construction Adhesives Roofing and Building Envelope and Infrastructure businesses to form the newly named Building Adhesive Solutions operating segment. All financial results related to NA Flooring have been moved to our Corporate Unallocated segment. Prior period segment information has been recast retrospectively to reflect the realignment. Operating results of each of these segments are regularly reviewed by our chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance.

The table below provides certain information regarding net revenue and operating income (loss) for each of our operating segments.

	*Three Months Ended*
	*March 1, 2025*					*March 2, 2024*
	*Net*		*Operating*			*Net*		*Operating*
	*Revenue*		*Income (Loss)*			*Revenue*		*Income (Loss)*
Hygiene, Health and Consumable Adhesives	$	368,225	$	29,949		$	368,078	$	47,393
Engineering Adhesives		236,758		28,051			226,075		25,820
Building Adhesive Solutions		183,680		6,577			179,666		7,139
Total segment	$	788,663	$	64,577		$	773,819	$	80,352
Corporate Unallocated		-		(18,130	)		36,600		(13,477	)
Total	$	788,663	$	46,447		$	810,419	$	66,875

The table below provides a reconciliation of operating income to income before income taxes and income from equity method investments:

	*Three Months Ended*
	*March 1,*			*March 2,*
	*2025*			*2024*
Operating income	$	46,447		$	66,875
Other income, net		3,207			1,501
Interest expense		(32,042	)		(31,901	)
Interest income		1,100			1,307
Income before income taxes and income from equity method investments	$	18,712		$	37,782

The table below provides total assets as of November 30, 2024, restated for our new operating segments:

	November 30,
	2024
Hygiene, Health and Consumable Adhesives	$	1,610,902
Engineering Adhesives		1,533,675
Building Adhesive Solutions		1,239,527
Corporate		549,140
Total	$	4,933,244

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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 March 1, 2025

Hygiene, Health

Building

and Consumable

Engineering

Adhesive

Corporate

Adhesives

Solutions

Unallocated

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

	*Three Months Ended March 2, 2024*

	*Hygiene, Health*				*Building*
	*and Consumable*		*Engineering*		*Adhesive*		*Corporate*
	*Adhesives*		*Adhesives*		*Solutions*		*Unallocated*		*Total*

Americas	$	217,386	$	88,075	$	89,240	$	36,600	$	431,301
EIMEA		103,253		54,533		76,580		-		234,366
Asia Pacific		47,439		83,467		13,846		-		144,752
Total	$	368,078	$	226,075	$	179,666	$	36,600	$	810,419

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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 30, 2024, for important background information related to our business.

Net revenue in the first quarter of 2025 decreased 2.7 percent from the first quarter of 2024. Net revenue increased 1.7 percent due to sales volume and 0.2 percent due to pricing but was offset by a 1.2 percent decrease due to acquisitions/divestitures and a 3.4 percent decrease due to negative currency effect compared to the first quarter of 2024. The negative currency effect was primarily driven by aweaker Euro, Egyptian pound, Brazilian real, and Mexican peso compared to the U.S. dollar. Gross profit margin decreased 70 basis points primarily due to lower revenue, and higher raw material and manufacturing costs.

Net income attributable to H.B. Fuller in the first quarter of 2025 was $13.2 million compared to $31.0 million in the first quarter of 2024. Diluted earnings per share for the first quarter of 2025 was $0.24 per share compared to $0.55 per share for the first quarter of 2024.

Restructuring Plans

During the second and third quarters of 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 $60.0 million to $65.0 million ($40.9 million to $44.3 million after-tax), which include (i) cash expenditures of approximately $38.0 million to $39.0 million ($25.9 million to $26.6 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 $61.7 million under the Plans as of March 1, 2025. The Plans were implemented in the second quarter of fiscal year 2023 and are currently expected to be completed during fiscal year 2026. The restructuring costs will be spread across the next several fiscal quarters as the measures are implemented.

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Results of Operations

Net revenue:

	Three Months Ended
	March 1,		March 2,		2025 vs
($ in millions)	2025		2024		2024
Net revenue	$	788.7	$	810.4		(2.7	)%

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 and divestitures (“M&A”) and changes in foreign currency exchange rates. The following table shows the net revenue variance analysis for the first quarter of 2025 compared to the first quarter of 2024:

	Three Months Ended
	March 1, 2025 vs. March 2, 2024
Organic growth		1.9	%
M&A		(1.2	)%
Currency		(3.4	)%
Total		(2.7	)%

Organic revenue increased 1.9 percent in the first quarter of 2025 compared to the first quarter of 2024 and consisted of a 4.2 percent increase in Hygiene, Health and Consumable Adhesives and a 2.2 percent increase in Building Adhesive Solutions, partially offset by a 1.9 percent decrease in Engineering Adhesives. The increase was driven by a 1.7 percent increase in sales volume and a 0.2 percent increase in product pricing. The 1.2 percent decrease from M&A was due to the sale of our North American Flooring business ("NA Flooring"), discussed further in Operating Segment Results below, net of our acquisitions that occurred in the last twelve months. The negative 3.4 percent foreign currency impact was primarily driven by a weaker Euro, Egyptian pound, Brazilian real and Mexican peso compared to the U.S. dollar.

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Cost of sales:

	Three Months Ended
	March 1,			March 2,			2025 vs
($ in millions)	2025			2024			2024
Cost of sales	$	561.6		$	571.2			(1.7	)%
Percent of net revenue		71.2	%		70.5	%

Cost of sales as a percentage of net revenue in the first quarter of 2025 compared to the first quarter of 2024 increased 70 basis points. Raw material cost as a percentage of net revenue increased 50 basis points in 2025 compared to 2024 and other manufacturing cost as a percentage of net revenue increased 20 basis points in 2025 compared to 2024.

Gross profit:

	Three Months Ended
	March 1,			March 2,			2025 vs
($ in millions)	2025			2024			2024
Gross profit	$	227.1		$	239.2			(5.1	)%
Percent of net revenue		28.8	%		29.5	%

Gross profit in the first quarter of 2025 decreased 5.1 percent and gross profit margin decreased 70 basis points compared to the first quarter of 2024. The decrease in gross profit margin was due to higher raw material and other manufacturing costs.

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

	Three Months Ended
	March 1,			March 2,			2025 vs
($ in millions)	2025			2024			2024
SG&A	$	180.6		$	172.4			4.8	%
Percent of net revenue		22.9	%		21.3	%

SG&A expenses for the first quarter of 2025 compared to the first quarter of 2024 increased 160 basis points as a percentage of net revenue. The increase was due to the impact of acquisitions, net of the sale of NA Flooring, and higher compensation costs.

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Other income, net:

	Three Months Ended
	March 1,		March 2,		2025 vs
($ in millions)	2025		2024		2024
Other income, net	$	3.2	$	1.5		113.3	%

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. Other income, net in the first quarter of 2024 included $4.0 million of net defined benefit pension benefits, partially offset by $2.1 million of currency transaction losses and a $0.4 million loss from the write-off a cost method investment.

Interest expense:

	Three Months Ended
	March 1,		March 2,		2025 vs
($ in millions)	2025		2024		2024
Interest expense	$	32.0	$	31.9		0.3	%

Interest expense in the first quarter of 2025 was $32.0 million compared to $31.9 million in the first quarter of 2024.

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Interest income:

	Three Months Ended
	March 1,		March 2,		2025 vs
($ in millions)	2025		2024		2024
Interest income	$	1.1	$	1.3		(15.4	)%

Interest income in the first quarter of 2025 and 2024 was $1.1 million and $1.3 million, respectively, consisting primarily of interest on cross-currency swap activity and other miscellaneous interest income.

Income taxes:

	Three Months Ended
	March 1,			March 2,			2025 vs
($ in millions)	2025			2024			2024
Income taxes	$	5.9		$	7.8			(24.4	)%
Effective tax rate		31.8	%		20.7	%

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 relates to various U.S. and foreign tax matters. Income tax expense of $7.8 million in the first quarter of 2024 includes $2.5 million of discrete tax benefit. Excluding the discrete tax benefit, the overall effective tax rate was 27.4 percent. The discrete tax benefit related to various foreign tax matters, as well an excess tax benefit related to U.S. stock compensation.

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Income from equity method investments:

	Three Months Ended
	March 1,		March 2,		2025 vs
($ in millions)	2025		2024		2024
Income from equity method investments	$	0.5	$	1.0		(50.0	)%

The income from equity method investments relates to our 50 percent ownership of the Sekisui-Fuller joint venture in Japan. The lower income for the first quarter of 2025 compared to the first quarter of 2024 is due to lower net income in our joint venture during the quarter compared to the prior year and the impact of the weakening of the Japanese yen compared to the U.S. dollar.

Net income attributable to H.B. Fuller:

	Three Months Ended
	March 1,			March 2,			2025 vs
($ in millions)	2025			2024			2024
Net income attributable to H.B. Fuller	$	13.2		$	31.0			(57.4	)%
Percent of net revenue		1.7	%		3.8	%

The net income attributable to H.B. Fuller for the first quarter of 2025 was $13.2 million compared to $31.0 million for the first quarter of 2024. The diluted earnings per share for the first quarter of 2025 was $0.24 per share as compared to $0.55 per share for the first quarter of 2024.

Operating Segment Results

As of November 30, 2024, our three operating segments consisted of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives. As of the beginning of fiscal 2025, we reorganized our operating segments by selling our NA Flooring, previously part of the Construction Adhesives operating segment, and combining our Insulated Glass, Woodworking and Composite businesses, previously part of the Engineering Adhesives operating segment, with Construction Adhesives Roofing and Building Envelope and Infrastructure businesses to form the newly named Building Adhesive Solutions operating segment. All financial results related to NA Flooring have been moved to our Corporate Unallocated segment. Prior period segment information has been recast retrospectively to reflect the realignment.

The tables below provide certain information regarding the net revenue and operating income of each of our operating segments.

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. As a result of the change in operating segments and the sale of our NA Flooring business, we have retrospectively moved the results of our Flooring business to Corporate Unallocated for prior periods.

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Net Revenue by Segment:

	Three Months Ended
	March 1, 2025					March 2, 2024
	Net		% of			Net		% of
($ in millions)	Revenue		Total			Revenue		Total
Hygiene, Health and Consumable Adhesives	$	368.2		47	%	$	368.1		45	%
Engineering Adhesives		236.8		30	%		226.0		28	%
Building Adhesive Solutions		183.7		23	%		179.7		22	%
Segment total	$	788.7		100	%	$	773.8		95	%
Corporate Unallocated		-		-			36.6		5	%
Total	$	788.7		100	%	$	810.4		100	%

Segment Operating Income (Loss):

	Three Months Ended
	March 1, 2025						March 2, 2024
	Segment						Segment
	Operating						Operating
	Income			% of			Income			% of
($ in millions)	(Loss)			Total			(Loss)			Total
Hygiene, Health and Consumable Adhesives	$	29.9			64	%	$	47.4			71	%
Engineering Adhesives		28.0			60	%		25.8			39	%
Building Adhesive Solutions		6.6			14	%		7.2			10	%
Segment total	$	64.5			138	%	$	80.4			120	%
Corporate Unallocated		(18.1	)		(38	)%		(13.5	)		(20	)%
Total	$	46.4			100	%	$	66.9			100	%

Hygiene, Health and Consumable Adhesives

	Three Months Ended
	March 1,			March 2,			2025 vs
($ in millions)	2025			2024			2024
Net revenue	$	368.2		$	368.1			0.0	%
Segment operating income	$	29.9		$	47.4			(36.9	)%
Segment operating margin		8.1	%		12.9	%

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

	Three Months Ended
	March 1, 2025 vs. March 2, 2024
Organic growth		4.2	%
M&A		0.8	%
Currency		(5.0	)%
Total		0.0	%

Net revenue was flat in the first quarter of 2025 compared to the first quarter of 2024. Organic growth increased due to an increase in both sales volume and in product pricing. The negative currency effect was due to a weaker Egyptian pound, Brazilian real, Euro and Mexican peso compared to the U.S. dollar. As a percentage of net revenue, raw material costs increased 330 basis points due to higher raw material costs. Other manufacturing costs as a percentage of net revenue increased 80 basis points due to higher compensation and delivery costs. SG&A expenses as a percentage of net revenue increased 70 basis points due to higher compensation costs. Segment operating income decreased 36.9 percent and segment operating margin as a percentage of net revenue decreased 480 basis points compared to the first quarter of 2024.

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Engineering Adhesives

	Three Months Ended
	March 1,			March 2,			2025 vs
($ in millions)	2025			2024			2024
Net revenue	$	236.8		$	226.0			4.7	%
Segment operating income	$	28.0		$	25.8			8.5	%
Segment operating margin		11.8	%		11.4	%

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

	Three Months Ended
	March 1, 2025 vs. March 2, 2024
Organic growth		(1.9	)%
M&A		8.7	%
Currency		(2.1	)%
Total		4.7	%

Net revenue increased 4.7 percent in the first quarter of 2025 compared to the first quarter of 2024. Organic growth decreased due to a decrease in both sales volume and in product pricing. The 8.7 percent increase in net revenue from M&A was due to the acquisition of ND Industries in the second quarter of 2024. The negative currency effect was due to a weaker Euro and Chinese renminbi compared to the U.S. dollar. As a percentage of net revenue, raw material costs decreased 360 basis points due to lower raw material costs and the impact of acquisitions. Other manufacturing costs as a percentage of net revenue increased 110 basis points due to the impact of lower product pricing and sales volume as well as the impact of acquisitions. SG&A expenses as a percentage of net revenue increased 210 basis points primarily due to higher compensation. Segment operating income increased 8.5 percent and segment operating margin increased 40 basis points compared to the first quarter of 2024.

Building Adhesive Solutions

	Three Months Ended
	March 1,			March 2,			2025 vs
($ in millions)	2025			2024			2024
Net revenue	$	183.7		$	179.7			2.2	%
Segment operating income	$	6.6		$	7.2			(8.3	)%
Segment operating margin		3.6	%		4.0	%

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

	Three Months Ended
	March 1, 2025 vs. March 2, 2024
Organic growth		2.2	%
M&A		2.4	%
Currency		(2.4	)%
Total		2.2	%

Net revenue increased 2.2 percent in the first quarter of 2025 compared to the first quarter of 2024. Organic growth increased due to an increase in sales volume, partially offset by a decrease in product pricing. The 2.4 percent increase in net revenue from M&A was due to the acquisition of HS Butyl in the third quarter of 2024. The negative currency effect was due to a weaker Euro compared to the U.S. dollar. As a percentage of net revenue, raw material costs decreased 20 basis points. Other manufacturing costs as a percentage of net revenue was flat compared to the first quarter of 2024. SG&A expenses as a percentage of net revenue increased 60 basis points due to higher compensation. Segment operating income decreased 8.3 percent and segment operating margin decreased 40 basis points compared to the first quarter of 2024.

Corporate Unallocated

	Three Months Ended
	March 1,			March 2,			2025 vs
($ in millions)	2025			2024			2024
Net revenue	$	-		$	36.6			(100.0	)%
Segment operating loss	$	(18.1	)	$	(13.5	)		34.1	%
Segment operating margin	NMP			-36.9		%

NMP = Non-meaningful percentage

Segment operating loss in the first quarter of 2025 decreased 34.1 percent compared to the first quarter of 2024 due to due to the inclusion of the NA Flooring business results in 2024.

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Financial Condition, Liquidity and Capital Resources

Total cash and cash equivalents as of March 1, 2025 were $105.7 million compared to $169.4 million as of November 30, 2024 and $165.2 million as of March 2, 2024. The majority of the $105.7 million in cash and cash equivalents as of March 1, 2025 was held outside the United States. Total long and short-term debt was $2,180.0 million as of March 1, 2025, $2,010.6 million as of November 30, 2024 and $1,830.8 million as of March 2, 2024. The total debt to total capital ratio as measured by total debt divided by total debt plus total stockholders’ equity was 55.1 percent as of March 1, 2025 as compared to 50.8 percent as of November 30, 2024 and 50.9 percent as of March 2, 2024.

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 March 1, 2025, we were in compliance with all covenants of our contractual obligations as shown in the following table:

Covenant	Debt Instrument	Measurement	Result as of March 1, 2025
Secured Total Indebtedness / TTM¹ EBITDA	Revolving Facility and Term Loan A Facility	Not greater than 4.50²	2.6
TTM¹ EBITDA / Consolidated Interest Expense	Revolving Facility and Term Loan A Facility	Not less than 2.0	4.8

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 after dividends and debt capitalization ratio.

	March 1,			March 2,
	2025			2024
Net working capital as a percentage of annualized net revenue¹		17.2	%		17.1	%
Accounts receivable DSO (in days)²		61			59
Inventory days on hand (in days)³		79			82
Trade accounts payable DPO (in days)⁴		73			73
Free cash flow⁵	$	(85.9	)	$	4.1
Total debt to total capital ratio⁶		55.1	%		50.9	%

¹Current quarter 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).

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

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

⁴Trade accounts payable multiplied by 91 (13 weeks) and divided by the net revenue for the quarter.

⁵ Year-to-date net cash provided by operating activities, less purchased property, plant and equipment. See 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. 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)	March 1, 2025			March 2, 2024
Net cash provided by operating activities	$	(52.9	)	$	47.4
Less: Purchased property, plant and equipment		33.0			43.3
Free cash flow	$	(85.9	)	$	4.1

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Summary of Cash Flows

Cash Flows from Operating Activities:

	Three Months Ended
	March 1,			March 2,
($ in millions)	2025			2024
Net cash provided by operating activities	$	(52.9	)	$	47.4

Net income including non-controlling interest was $13.3 million in the first three months of 2025 compared to $31.0 million in the first three months of 2024. Depreciation and amortization expense totaled $42.6 million in the first three months of 2025 compared to $43.5 million in the first three months of 2024. Deferred income taxes was a source of cash of $5.8 million in the first three months of 2025 compared to a use of cash of $5.7 million in the first three months of 2024. Accrued compensation was a use of cash of $37.9 million in 2025 compared to $31.9 million in 2024. Other assets was a use of cash of $0.3 million in the first three months of 2025 compared to $9.1 million in the first three months of 2024. Other liabilities was a use of cash of $0.3 million in the first three months of 2025 compared to $0.4 million in the first three months of 2024.

Changes in net working capital (trade receivables, inventory and trade payables) accounted for a use of cash of $27.5 million compared to a source of cash of $34.3 million last year. 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
	March 1,			March 2,
($ in millions)	2025			2024
Trade receivables, net	$	13.9		$	56.9
Inventory		(27.1	)		(50.2	)
Trade payables		(14.3	)		27.6
Total cash flow impact	$	(27.5	)	$	34.3

●

Trade receivables, net – Trade receivables, net was a source of cash of $13.9 million and $56.9 million in the first three months of 2025 and 2024, respectively. The lower source of cash in 2025 compared to 2024 was due to less cash collected on trade receivables in the current year compared to the prior year. The DSO were 61 days at March 1, 2025 and 59 days at March 2, 2024.

●

Inventory – Inventory was a use of cash of $27.1 million and $50.2 million in the first three months of 2025 and 2024, respectively. The lower use of cash in 2025 compared to 2024 was due to lower inventory purchases in 2025 compared to 2024. Inventory days on hand were 79 days as of March 1, 2025 and 82 days as of March 2, 2024.

●

Trade payables – Trade payables was a use of cash of $14.3 million and a source of cash of $27.6 million in the first three months of 2025 and 2024, respectively. The use of cash in 2025 compared to source of cash in 2024 reflects higher payments on trade payables in the current year compared to the prior year. Days payable outstanding were 73 days as of March 1, 2025 and March 2, 2024.

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Cash Flows from Investing Activities:

	Three Months Ended
	March 1,			March 2,
($ in millions)	2025			2024
Net cash used in investing activities	$	(121.4	)	$	(42.7	)

Purchases of property, plant and equipment were $33.0 million during the first three months of 2025 compared to $43.3 million for the same period of 2024. This difference reflects the timing of capital projects and expenditures related to growth initiatives.

During the first three months of 2025, we paid $162.0 million of cash for business acquisitions. Additionally, we received $75.8 million in cash related to the sale of NA Flooring.

Cash Flows from Financing Activities:

	Three Months Ended
	March 1,		March 2,
($ in millions)	2025		2024
Net cash (used in) provided by financing activities	$	111.4	$	(16.9	)

In the first three months of 2025, 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. These borrowings are for general working capital purposes and permitted acquisitions. Borrowings on our revolving credit facility were $195.0 and repayments on our revolving credit facility and our long-term debt totaled $203.3 million in the first three months of 2024. Net payments of notes payable were a use of cash of $0.2 million in the first three months of 2025 compared to $0.3 million in the same period of 2024. Cash dividends paid were $12.2 million in the first three months of 2025 compared to $11.2 million in the same period of 2024. Repurchases of common stock were $44.4 million in the first three months of 2025 compared to $6.2 million in the same period of 2024.

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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.

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 30, 2024 for further discussion of these market risks. There have been no material changes in the reported market risk of the Company since November 30, 2024.

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 March 1, 2025. Based on this evaluation, our president and chief executive officer and executive vice president, chief financial officer concluded that, as of March 1, 2025, 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

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 30, 2024. 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 30, 2024.

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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 March 1, 2025 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)

December 1, 2024 - January 4, 2025

268

January 5, 2025 - February 1, 2025

268

February 2, 2025 - March 1, 2025

677,537

60.74

677,537

227

On April 7, 2022, the Board of Directors authorized a new 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.

Item 5. Other Information

Rule 10b5-1 Plan Adoptions and Modifications

None.

Item 6. Exhibits

	*10.1	H.B. Fuller Company Key Employee Deferred Compensation Plan (2025 Restatement)
	*10.2	Form of Performance Share Award Agreement under the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after February 4, 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 March 1, 2025 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 27, 2025		/s/ John J. Corkrean
		John J. Corkrean
		Executive Vice President,
		Chief Financial Officer

Exhibit Index

Exhibits

	*10.1	H.B. Fuller Company Key Employee Deferred Compensation Plan (2025 Restatement)
	*10.2	Form of Performance Share Award Agreement under the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after February 4, 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 March 1, 2025 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.

Exhibit 10.1

H.B. FULLER COMPANY

KEY EMPLOYEE DEFERRED COMPENSATION PLAN

(2025 Restatement)

H.B. FULLER COMPANY
KEY EMPLOYEE DEFERRED COMPENSATION PLAN
(2025 Restatement)

TABLE OF CONTENTS

SECTION 1. INTRODUCTION AND DEFINITIONS 1

1.1. Introduction

1.1.1. Rules That Apply to Pre‑2005 Credits

1.1.2. Rules That Apply to 2005 and 2006 Credits

1.1.3. Rules That Apply to Post‑2006 Credits

1.1.4. Scope of First Amendment of 2005 Amendment and Restatement

1.2. Definitions

1.2.1. Account or Accounts

1.2.2. Affiliate

1.2.3. Beneficiary

1.2.4. Benefit Plans Committee

1.2.5. Change in Control

1.2.6. Code

1.2.7. Compensation Committee

1.2.8. Common Stock

1.2.9. Company

1.2.10. Disability

1.2.11. Distribution Event

1.2.12. Effective Date

1.2.13. Eligible Compensation

1.2.14. Employers

1.2.15. ERISA

1.2.16. LTIP Award

1.2.17. Measuring Options

1.2.18. Participant

1.2.19. Plan

1.2.20. Plan Statement

1.2.21. Separation from Service

1.2.22. STIP Award

1.2.23. Unforeseeable Emergency

1.2.24 Valuation Date

SECTION 2. PARTICIPATION 7

SECTION 3. ELECTIONS 8

3.1. Compensation Subject to Elective Deferral

3.2. Eligible Compensation

3.2.1. Timing and Contents

3.2.2. Matching Credits Attributable to Deferrals

3.2.3. Duration

3.3. STIP/LTIP Awards

3.3.1. Timing and Contents

3.3.2. Matching Credits Attributable to Deferrals

3.3.3. Duration

3.4. Discretionary Credits

3.5. Irrevocability

3.6. Subsequent Changes in Distribution Elections

3.7. Maximum/Minimum Deferral Amounts

3.7.1. Eligible Compensation

3.7.2. STIP and LTIP Awards

3.8. Suspension of Eligibility

SECTION 4. CREDITS TO ACCOUNTS 12

4.1. Deferral Credits

4.2. Matching Credits

4.3. Discretionary Credits

SECTION 5. ADJUSTMENT OF ACCOUNTS 13

5.1. Establishment of Accounts

5.2. Adjustment of Accounts

5.3. Investment Adjustments

5.4. Cash Dividends

5.5. Stock Dividends

5.6. Transfer Upon Change in Control

SECTION 6. VESTING 14

SECTION 7. DISTRIBUTIONS 15

7.1. Time of Distribution

7.2. Form of Distribution

7.3. Installment Amounts

7.4. Distributions in Cash or Stock

7.5. Special Rules

7.5.1. Unforeseeable Emergency

7.5.2. Lump Sum Distribution to Pay Taxes

7.6. Designation of Beneficiaries

7.6.1. Right to Designate

7.6.2. Failure of Designation

7.6.3. Disclaimers by Beneficiaries

7.6.4. Definitions

7.6.5. Special Rules

7.7. No Spousal Rights

7.8. Death Prior to Full Payment

7.9. Facility of Payment

SECTION 8. FUNDING OF PLAN 20

8.1. Unfunded Obligation

8.2. Corporate Obligation

8.3. Stock Subject to Plan

SECTION 9. AMENDMENT AND TERMINATION 21

9.1. Amendment of Plan

9.2. Termination of Plan

9.3. No Oral Amendments

SECTION 10. DETERMINATIONS – RULES AND REGULATIONS 22

10.1. Determinations

10.2. Method of Executing Instruments

10.3. Claims Procedure

10.3.1. Initial Claim and Decision

10.3.2. Request for Review and Final Decision

10.4. Rules and Regulations

10.4.1. Adoption of Rules

10.4.2. Specific Rules

10.4.3. Limitations and Exhaustion

SECTION 11. PLAN ADMINISTRATION 25

11.1. Authority

11.1.1. Company

11.1.2. Compensation Committee

11.1.3. Board of Directors

11.1.4. Benefit Plans Committee

11.2. Conflict of Interest

11.3. ERISA Administrator

11.4. Service of Process

SECTION 12. CONSTRUCTION 27

12.1. ERISA Status

12.2. IRC Status

12.3. Effect on Other Plans

12.4. Disqualification

12.5. Rules of Document Construction

12.6. References to Laws

12.7. Choice of Law

12.8. Delegation

12.9. Not an Employment Contract

12.10. Tax Withholding

12.11. Expenses

12.12. Spendthrift Provision

APPENDIX A — TRANSITIONAL RULES FOR 2005 AND 2006 CREDITS A‑1

APPENDIX B — RULES FOR PRE‑2005 DEFERRALS –
“PRE‑2005 PLAN STATEMENT”) B‑1

H.B. FULLER COMPANY
KEY EMPLOYEE DEFERRED COMPENSATION PLAN
(2025 Restatement)

SECTION 1

INTRODUCTION AND DEFINITIONS

1.1. Introduction. Effective October 14, 1999, H.B. Fuller Company (“H.B. Fuller”) and certain affiliated corporations (“Employers” or “Employer” as applicable) established a nonqualified, unfunded deferred compensation plan (the “Plan”) to assist in attracting key employees and encouraging their long term commitment to the Company’s success by offering them an opportunity to defer compensation and to share in increases in the value of H.B. Fuller. The Plan is currently embodied in a document titled “H.B. Fuller Company Key Employee Deferred Compensation Plan (2021 Restatement”). The Company desires to amend and restate the Plan to clarify the sources from which Common Stock may be issued under the Plan. The Plan Statement is hereby amended and restated accordingly.

1.1.1. Rules That Apply to Pre‑2005 Credits“‑. Amounts credited under the Plan which relate entirely to services performed before January 1, 2005, shall continue to be governed by the terms of the Plan Statement in effect prior to January 1, 2005, attached hereto as Appendix B (the “Pre‑2005 Plan Statement”), subject to the following exceptions: (i) effective with respect to any Participant who dies on or after January 1, 2007 (regardless whether the Participant designated a beneficiary before or after January 1, 2007), the rules in Section 8.3 of the Pre‑2005 Plan Statement related to beneficiaries shall be replaced by the rules in Section 7.6 of the Plan Statement, (ii) effective for any claims filed on or after January 1, 2007, the claims procedure in Section 11.3 of the Pre‑2005 Plan Statement shall be replaced by the claims procedure in Section 10 of the Plan Statement, and (iii) on and after a Change in Control, the administrative procedures under Article IX of the Pre‑2005 Plan Statement shall include the procedures in Section 11.1.4 of the Plan Statement.

1.1.2. Rules That Apply to 2005 and 2006 Credits“. Amounts credited under the Plan which relate all or in part to services performed on or after January 1, 2005, but before January 1, 2007, shall be governed by the terms of the Pre‑2005 Plan Statement subject to the transitional rules, attached hereto as Appendix A, which are intended to comply with the deferred compensation provisions in section 409A of the Code. Additionally, (i) effective with respect to any Participant who dies on or after January 1, 2007 (regardless whether the Participant designated a beneficiary before or after January 1, 2007), the rules in Section 8.3 of the Pre‑2005 Plan Statement related to beneficiaries shall be replaced by the rules in Section 7.6 of the Plan Statement, (ii) effective for any claims filed on or after January 1, 2007, the claims procedure in Section 11.3 of the Pre‑2005 Plan Statement shall be replaced by the claims procedure in Section 10 of the Plan Statement, and (iii) on and after a Change in Control, the administrative procedures under Article IX of the Pre‑2005 Plan Statement shall include the procedures in Section 11.1.4 of the Plan Statement.

1.1.3. Rules That Apply to Post‑2006 Credits“‑. Amounts credited under the Plan which relate all or in part to services performed on or after January 1, 2007, will be governed by the terms of this Plan Statement, the terms of which are intended to comply with the deferred compensation provisions in section 409A of the Code.

1.1.4. Scope of First Amendment of 2005 Amendment and Restatement“. The First Amendment of the Plan Statement adopted on January 24, 2008, shall apply to Section 1.2.4(b) of the Plan Statement and to Section 1.1(d)(ii) of the Pre‑2005 Plan Statement.

1.2. Definitions. When the following terms are used herein with initial capital letters, they shall have the following meanings:

1.2.1. Account or Accounts“ – the separate bookkeeping account or accounts representing the separate unfunded and unsecured general obligation of the Employers established with respect to each person who becomes a Participant in this Plan in accordance with Section 2 and to which is credited the amounts specified Sections 4 and 5 and from which are subtracted payments made pursuant to Section 7. The following Accounts (and such subaccounts as the Company may determine necessary or useful to the administration of this Plan) will be maintained under this Plan for Participants:

(a)

Deferred Compensation Account – the Account maintained for each Participant to which is credited deferral amounts under Section 4.1 in accordance with the Participant’s allocation election. The value of the Deferred Compensation Account shall be measured by the Measuring Option(s) elected by the Participant from time to time as permitted by the Company. Credits in the Deferred Compensation Account cannot later be transferred to the Company Stock Account. Distributions from the Deferred Compensation Account shall be made in the form of cash.

(b)

Company Stock Account – the Account maintained for each Participant to which is credited, (i) deferral amounts pursuant to Section 4.1 in accordance with the Participant’s allocation election, (ii) matching amounts pursuant to Section 4.2, and (iii) any discretionary amounts pursuant to Section 4.3. The value of the Company Stock Account is measured by the value of H.B. Fuller Common Stock. Except as provided in Section 5.6 following a Change in Control, credits in the Company Stock Account cannot later be transferred to the Deferred Compensation Account. Distributions from Company Stock Account shall be made in the form of H.B. Fuller Common Stock.

1.2.2. Affiliate“ – a business entity that is treated as a single employer with H.B. Fuller Company under the rules of section 414(b) and (c) of the Code, including the eighty percent (80%) standard therein.

1.2.3. Beneficiary“ – a person designated by a Participant (or automatically by operation of Section 7.6 to receive all or a part of the Participant’s Account in the event of the Participant’s death prior to full distribution thereof. A person so designated shall not be considered a Beneficiary until the death of the Participant.

1.2.4. Benefit Plans Committee“ – the administrative committee established in connection with a Change in Control as described in Section 11.1.4.

1.2.5. Change in Control“ – any of the following events:

(a)

a change in control of the Company of a nature that would be required to be reported in accordance with Regulation 14A promulgated under the Securities Exchange Act of 1934 (the Exchange Act”), whether or not the Company is then subject to such reporting requirement;

(b)

a public announcement (which for purposes hereof, shall include, without limitation, a report filed pursuant to section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes a beneficial owner (as defined in Rules 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities or the Company representing thirty percent (30%) or more of the Voting Power of the Company then outstanding;

(c)

the individuals who, as of January 1, 2005, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such a new director shall be considered to be a member of the Incumbent Board);

(d)

the approval of the shareholders of the Company of (i) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least sixty percent (60%) of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least sixty percent (60%) of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (ii) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (iii) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or

(e)

a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.

1.2.6. Code“ – the Internal Revenue Code of 1986, as amended (including, when the context requires, all regulations, interpretations and rulings issued thereunder).

1.2.7. Compensation Committee“ – the Compensation Committee of the Board of Directors of H.B. Fuller (or any successor committee) or such other person or persons whom the Compensation Committee authorizes to act on its behalf to administer the Plan.

1.2.8. Common Stock“ – common stock par value $1.00 per share, of H.B. Fuller Company as such stock may be reclassified, converted or exchanged by reorganization, merger of otherwise.

1.2.9. Company“ – H.B. Fuller Company and any successor thereto.

1.2.10. Disability“ – a medically determinable physical or mental impairment which (i) is expected to result in death or to last for a continuous period of at least twelve (12) months, (ii) renders the Participant incapable of any substantial gainful activity, and (iii) is evidenced by a certification to this effect by a doctor of medicine approved by the Company. Alternatively, a Participant will be considered disabled if the Participant is, by reason of any medically determinable physical or mental impairment which is expected to result in death or to last for a continuous period of at least twelve (12) months, receiving income replacement for a period of at least three (3) months under the Employer’s disability plan. A Participant who provides proof of a determination of disability by the Social Security Administration will be deemed disabled under this Plan. Disability shall be construed to be consistent with the meaning of that term in section 409A of the Code and regulations and guidance thereunder.

1.2.11. Distribution Event“ – any of the occurrences described in Section 7.1 by reason of which a Participant or Beneficiary may become entitled to a distribution from this Plan.

1.2.12. Effective Date“ – January 1, 2005.

1.2.13. Eligible Compensation“ – compensation which is Eligible Earnings as defined under the H.B. Fuller Thrift Plan; provided, however, that Eligible Compensation (i) shall be determined without regard to limitations imposed under section 401(a)(17) of the Code, and, (ii) to the extent not already excluded from the definition of Eligible Earnings, Eligible Compensation, shall exclude: (A) any awards under the Short Term Incentive Plan or the Annual and Long Term Incentive Plan, and (B) the value of all stock options and stock appreciation rights (whether or not exercised).

1.2.14. Employers“ – H.B. Fuller and each business entity affiliated with H.B. Fuller that employs persons who are designated by the Compensation Committee for participation in this Plan (collectively the “Employers” and separately the “Employer”).

1.2.15. ERISA“ – the Employee Retirement Income Security Act of 1974, as amended (including, when the context requires, all regulations, interpretations and rulings issued thereunder).

1.2.16. LTIP Award“ – a cash award paid pursuant to the H.B. Fuller Annual and Long Term Incentive Plan (or similar successor plan) which is performance‑based compensation as defined in section 409A of the Code.

1.2.17. Measuring Options“ – the investment options determined from time to time in the sole discretion of the Compensation Committee which may be elected by the Participant to measure the value of the Participant’s credits in the Deferred Compensation Account.

1.2.18. Participant“ – an employee of an Employer who is designated as eligible to participate in this Plan and becomes a Participant in this Plan in accordance with the provisions of Section 2. An employee who has become a Participant shall be considered to continue as a Participant in this Plan until the date of the Participant’s death or, if earlier, the date when the Participant is no longer employed by an Employer or an Affiliate and upon which the Participant no longer has any Account under this Plan (that is, the Participant has received a distribution of all of the Participant’s Account).

1.2.19. Plan“ – the nonqualified, income deferral program maintained by H.B. Fuller established for the benefit of Participants eligible to participate therein, as set forth in the Plan Statement. (As used herein, “Plan” does not refer to the documents pursuant to which this Plan is maintained. That document is referred to herein as the “Plan Statement”). The Plan shall be referred to as the H.B. Fuller Company Key Employee Deferred Compensation Plan.

1.2.20. Plan Statement“ – this document entitled “H.B. Fuller Company Key Employee Deferred Compensation Plan (2005 Amendment and Restatement)” as adopted by the Board of Directors of H.B. Fuller, as the same may be amended from time to time thereafter.

1.2.21. Separation from Service“ – a severance of an employee’s employment relationship with the Employers and all Affiliates for any reason other than the employee’s death.

(a)

A transfer from employment with an Employer to employment with an Affiliate, or vice versa, shall not constitute a Separation from Service.

(b)

Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Employer and employee reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the employee would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty‑six (36) month period (or the full period of services to the employer if the employee has been providing services to the employer for less than thirty‑six (36) months).

(c)

Separation from Service shall not be deemed to occur while the employee is on military leave, sick leave or other bona fide leave of absence if the period does not exceed six (6) months or, if longer, so long as the employee retains a right to reemployment with the Employer or an Affiliate under an applicable statute or by contract. For this purpose, a leave is bona fide only if, and so long as, there is a reasonable expectation that the employee will return to perform services for the Employer or an Affiliate. Notwithstanding the foregoing, a twenty‑nine (29) month period of absence will be substituted for such six (6) month period if the leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of no less than six (6) months and that causes the employee to be unable to perform the duties of his or her position of employment.

(d)

Where as part of a sale or other disposition of assets by the Employer to an employer that is not an Affiliate, an employee providing services to the Employer immediately before the transaction and to the buyer immediately after the transaction (“Affected Employee”) would otherwise experience a Separation from Service from the Employer as a result of the transaction, the Employer and the buyer shall have the discretion to specify that the Affected Employee has not experienced a Separation from Service if (i) the transaction results from bona fide, arm’s length negotiations, (ii) all Affected Employees are treated consistently, and (iii) such treatment is specified in writing no later than the closing date of the transaction.

1.2.22. STIP Award“ – a cash award paid pursuant to the H.B. Fuller Short Term Incentive Plan (or similar successor plan) which is performance‑based compensation as defined in section 409A of the Code.

1.2.23. Unforeseeable Emergency“ – a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Unforeseeable Emergency shall be construed to be consistent with the meaning of that term in section 409A of the Code and regulations and guidance thereunder.

1.2.24. Valuation Date“ – the last business day of each month, and such other dates as may be established by the Compensation Committee from time to time.

SECTION 2

PARTICIPATION

Each employee of an Employer shall become a Participant in the Plan upon the satisfaction of the following requirements:

(a)

Employee is determined by the Compensation Committee to be classified at the pay grade of thirty‑two (32) or higher or to be a member of a select group of management or highly compensated employees (as that term is used in ERISA); and

(b)

Employee is affirmatively selected by the Compensation Committee for participation in the Plan.

A Participant may defer compensation only as permitted under the timing rules in Section 3.

SECTION 3

ELECTIONS

3.1. Compensation Subject to Elective Deferral. A Participant may elect to defer all or a portion of the following compensation:

(a)

Eligible Compensation;

(b)

STIP Awards; and

(c)

LTIP Awards;

provided, however, that deferrals of any STIP and LTIP Awards shall be permitted only if the Participant was employed by an Employer and covered under the STIP or LTIP, as applicable, on the first day of the performance period upon which the Award is based.

3.2. Eligible Compensation.

3.2.1. Timing and Contents“. A Participant’s election to defer Eligible Compensation shall be made at the time and in the form and manner prescribed by the Company. A Participant’s deferral election shall apply only to Eligible Compensation for services performed during the calendar year beginning after the election is filed. The deferral election may also apply to Eligible Compensation included in the first paycheck of a calendar year for services performed in the prior year. Such election shall specify:

(a)

the amount of the Participant’s Eligible Compensation to be deferred,

(b)

the portions of such deferrals to be allocated to the Deferred Compensation Account and to the Company Stock Account,

(c)

the Measuring Option(s) to be used to measure increase (or decreases) in the value of such deferrals allocated to Deferred Compensation Account,

(d)

the form of distribution for such deferrals, and

(e)

a specified date of distribution, if any, under Section 7.1(e) for such deferrals.

3.2.2. Matching Credits Attributable to Deferrals“. A Participant’s election of form of distribution and specified date for distribution, if any, with respect to deferrals of Eligible Compensation for a calendar year shall also apply to matching credits under Section 4.2 attributable to such deferrals.

3.2.3. Duration“. A Participant’s election to defer Eligible Compensation shall expire on the last day of the calendar year to which it relates and new elections must be made with respect to subsequent calendar years.

3.3. STIP/LTIP Awards.

3.3.1. Timing and Contents“. A Participant’s election to defer any STIP and LTIP Awards shall be made at the time and in the form and manner prescribed by the Plan Administrator. Such election shall be filed with the Company at least six (6) months before the end of the performance period upon which the Award is based and shall specify:

(a)

the amount of the Award to be deferred,

(b)

the portions of such deferrals to be allocated to the Deferred Compensation Account and to the Company Stock Account,

(c)

the Measuring Option(s) to be used to measure increases (or decreases) in value of such deferrals allocated to Deferred Compensation Account,

(d)

the form of distribution for such deferrals, and

(e)

a specified date for distribution, if any, under Section 7.1(e) for such deferrals;

provided, however, that if the Participant has previously filed an election to defer Eligible Compensation during the calendar year in which an election under this Section 3.3.1 is filed, the Participant’s election of (i) allocation between Deferred Compensation Account and Company Stock Account, (ii) form of distribution, and (iii) specified date of distribution, if any, with respect to such Eligible Compensation shall also apply to the allocation and distribution of deferrals of the STIP/LTIP Awards.

3.3.2. Matching Credits Attributable to Deferrals“. A Participant’s election of form of distribution and specified date for distribution, if any, with respect to deferrals of STIP and LTIP Awards for a performance period shall also apply to matching credits under Section 4.2 attributable to such deferrals.

3.3.3. Duration“. A Participant’s election to defer STIP and LTIP Awards shall apply only to the Award for the performance period specified on the election forms and new elections must be made with respect to subsequent performance periods.

3.4. Discretionary Credits. The Participant’s election of form of distribution and specified date, if any, with respect to Eligible Compensation during the calendar year shall apply to any discretionary credits made during such calendar year. If the Participant has not elected to defer Eligible Compensation during the calendar year in which discretionary credits are made, the Participant shall be deemed to have elected to receive distribution of such amounts in the form of a lump sum and not to have elected a specified date for distribution under Section 7.1(e).

3.5. Irrevocability. An election to defer Eligible Compensation or any STIP/LTIP Awards that is accepted by the Compensation Committee shall be irrevocable for the calendar year or performance period (as applicable) to which it applies; provided, however, that in the event of an Unforeseeable Emergency or hardship distribution under section 401(k)‑1(d)(3) of the Code or disability, a Participant’s deferral elections shall be cancelled and further deferrals shall not be made during that period. For purposes of this Section 3.5, disability shall mean any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, which can be expected to result in death or last for a continuous period of at least six (6) months. Cancellation in the event of disability shall occur as soon as administratively feasible after disability is determined but must occur by the fifteenth (15th) day of the third month following the date the disability occurs or, if later, by December 31 following the date the disability occurs.

3.6. Subsequent Changes in Distribution Elections. A Participant shall be permitted to change a prior election of the form of distribution or the specified date of distribution if such election change is made in the form and manner prescribed by the Company and only if the following conditions are satisfied:

(a)

the election change shall not take effect until the date that is twelve (12) months after the date on which the Participant submits the election change;

(b)

if the Participant changes the form of distribution, any distribution that occurs on account of Distribution Events in Section 7.1(a), (d) or (e) (i.e., age 65, Separation from Service, or specified date), distribution shall be delayed until the date that is five (5) years after the date the distribution would otherwise have been made; and

(c)

if the Participant changes a specified date of distribution under Section 7.1(e), the election change (i) must be submitted at least twelve (12) months before the date previously specified by the Participant, and (ii) the new specified date shall be at least five (5) years after the date previously specified.

3.7. Maximum/Minimum Deferral Amounts.

3.7.1. Eligible Compensation“. A Participant shall be permitted to elect to defer up to eighty percent (80%) of Eligible Compensation in one percent (1%) increments. In special circumstances a greater percentage may be determined by the Compensation Committee based on whether the compensation otherwise paid to the Participant would be fully deductible for federal or state income tax purposes under section 162(m) of the Code.

3.7.2. STIP and LTIP Awards“. A Participant shall be permitted to elect to defer up to one hundred percent (100%) of any STIP and LTIP Awards in one percent (1%) increments. Participant election shall be automatically reduced to the extent necessary to allow for full payment of all FICA, federal, state and/or local income taxes.

3.8. Suspension of Eligibility. If the Compensation Committee, a court of competent jurisdiction, any representative of the U.S. Department of Labor or any other governmental, regulatory or similar body makes any direct or indirect, formal or informal determination that a Participant has ceased to be a member of a select group of management or highly compensated employees (as that term is used in ERISA), any election previously made by such individual to defer Eligible Compensation or STIP and LTIP Awards for the calendar year or performance period, as applicable, in which the determination is made shall remain in effect for such calendar year or performance period, but no further elective deferrals shall be permitted thereafter until such time as the individual is again determined by the Compensation Committee to be eligible to participate in the Plan. Furthermore, matching and discretionary credits for such individual under Sections 4.2 and 4.3 shall cease upon such determination until such time as the individual is again determined by the Compensation Committee to be eligible to participate in the Plan.

SECTION 4

CREDITS TO ACCOUNTS

4.1. Deferral Credits. On the date on which the compensation would otherwise have been paid to the Participant (or as soon as administratively practicable thereafter), the Company shall credit the Participant’s Deferred Compensation Account or Company Stock Account, according to the Participant’s allocation election, the amount the Participant elected to defer under Section 3. The amount that is allocated and credited to the Deferred Compensation Account shall be stated as a dollar amount. The amount that is allocated and credited to the Company Stock Account shall be stated as the number of units (including fractions thereof) of Common Stock that could have been purchased with such deferrals as of the close of business on the date such amounts would otherwise have been paid to the Participant.

4.2. Matching Credits. At the same time as the Participant’s Company Stock Account is credited based on elective deferrals, the Company shall credit the Participant’s Company Stock Account with an additional number of units (including fractions thereof) of Common Stock that are equal to ten percent (10%) of the number of units (including fractions thereof) of Common Stock that were credited to the Participant’s Company Stock Account based on such elective deferrals. Any credits to this Plan based on limits on contributions under the Company’s 401(k) plan shall be discontinued effective December 31, 2006.

4.3. Discretionary Credits. From time to time, the Company, in its sole discretion, may credit the Participant’s Company Stock Account with the number of units (including fractions thereof) of Common Stock as the Compensation Committee may determine in its sole discretion.

SECTION 5

ADJUSTMENT OF ACCOUNTS

5.1. Establishment of Accounts. There shall be established for each Participant unfunded, bookkeeping Accounts which shall be hypothetical in nature. Neither the Plan nor any of the Accounts shall hold or be required to hold any actual funds or assets.

5.2. Adjustments of Accounts. From time to time, but not less frequently than each Valuation Date, the value of each Account or portion of an Account shall be increased (or decreased) for distributions, credits (including any earnings, gains or losses thereon) and any expenses charged to the Account.

5.3. Investment Adjustments. The Compensation Committee shall have the sole discretion to designate from time to time the Measuring Options in which the Deferred Compensation Accounts may be deemed invested. The Compensation Committee shall, in its sole discretion, adopt rules specifying (i) the circumstances under which a particular Measuring Option may be elected (or automatically utilized), (ii) the minimum or maximum percentages which may be allocated to the Measuring Option, (iii) the procedures (if any) for Participants making or changing elections of Measuring Options (including when such elections and election changes shall be implemented after the election is accepted by the Compensation Committee), (iv) the extent (if any) to which beneficiaries of deceased Participants may change Measuring Options, and (v) the effect of a Participant’s or beneficiary’s failure to make an effective election with respect to a Measuring Option. Notwithstanding the foregoing, subsequent to a Change in Control, the Compensation Committee shall maintain the availability of those Measuring Options in place at the time of the Change in Control (or substantially equivalent Measuring Options).

5.4. Cash Dividends. On each Common Stock dividend payment date, the Participant’s Company Stock Account shall be credited with the number of units (including fractions thereof) equal to the number of shares of Common Stock that could have been purchased with the amount the dividends paid by the Company on shares of Common Stock equal to the number of units credited to the Participant’s Company Stock Account as of the record date of such dividend.

5.5. Stock Dividends. The number of units credited to a Participant’s Company Stock Account shall be adjusted to reflect any change in the outstanding Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of share or similar corporate change.

5.6. Transfer Upon Change in Control. Effective as of the close of business on the date of a Change in Control, each Participant’s Deferred Compensation Account shall be credited with an amount stated in dollars equal to the value of such Participant’s Company Stock Account based upon the fair market value of Common Stock at the close of business on such date, and the Participant’s Company Stock Account shall be closed, and the Participant shall have no further interest in the Company Stock Account.

SECTION 6

VESTING

The Account of each Participant shall be fully (100%) vested and non-forfeitable at all times. Notwithstanding the foregoing, if the Company determines in its discretion that a Participant has improperly received a credit under this Plan for any reason (including, but not limited to, an erroneous calculation or other mistake of fact, or on account of a restatement of earnings), the Account shall be reduced by the amount of the improper credit.

SECTION 7

DISTRIBUTIONS

7.1. Time of Distribution. The value of the Participant’s Accounts shall be determined as of the last business day of the month in which the first of the following Distribution Events occurs and distribution to the Participant (or Beneficiary, if applicable) shall be made or commenced within sixty (60) days thereafter:

(a)

Participant’s sixty‑fifth (65th) birthday;

(b)

Participant Disability;

(c)

Participant’s death;

(d)

Participant’s Separation from Service; or

(e)

such other date, if any, elected and specified by the Participant in accordance with Section 3;

provided, however, if the Distribution Event is the Participant’s Separation from Service under (d) above, determination of the value of the Participant’s Account shall be delayed until the last business day of the month in which occurs the six (6) month anniversary of the date following the date of the Participant’s Separation from Service (or if earlier, until the death of the Participant), and distribution shall be made or commenced within sixty (60) days thereafter.

If a Participant who receives a distribution on account of reaching age sixty‑five (65) (i.e., under (a) above) continues employment with the Employer after age sixty‑five (65), any subsequent distribution to such Participant shall be determined under this Plan without further regard to (a) above.

Distribution under (e) above shall apply only to the portion of the Participant’s Account, if any, with respect to which the Participant elected the specified distribution date.

Notwithstanding the foregoing, the time of any distribution shall be delayed in accordance with the rules in Section 3.6 related to subsequent changes in distribution elections.

7.2. Form of Distribution. Distribution shall be made to the Participant (or Beneficiary, if applicable) in whichever of the following forms as the Participant shall have elected in accordance with Section 3 with respect to the Account:

(a)

Lump sum; or

(b)

Annual installments over a specified number of years not to exceed eleven (11) years.

Notwithstanding the foregoing, effective for any death occurring on or after January 1, 2009, distribution shall be made to a Beneficiary in a lump sum.

7.3. Installment Amounts. The amount of the annual installments shall be determined by dividing the value of the Account as of the last business day of the month following the Distribution Event and as of each anniversary of such day by the number of remaining installment payments to be made (including the payment being determined). If distribution is delayed under Section 7.1 until the date that is six (6) months after Separation from Service, the subsequent installments shall be determined as of each anniversary of such date.

7.4. Distributions in Cash or Stock. Distributions from the Participant’s Company Stock Account shall be paid in shares of Common Stock (with any fractional unit being rounded to the next highest whole unit). Distributions from the Participant’s Deferred Compensation Account shall be paid in cash.

7.5. Special Rules.

7.5.1. Unforeseeable Emergency“. A Participant who has not incurred a Distribution Event but who has incurred an Unforeseeable Emergency may request a withdrawal from such Participant’s Account. In the event that the Company, upon written petition of the Participant, determines in his or her sole discretion that the Participant has suffered an Unforeseeable Emergency, the Company shall distribute to the Participant as soon as reasonably practicable following such determination, an amount (not in excess of the value of the Participant’s Account) necessary to satisfy the emergency. Distribution shall be taken pro‑rata from the Participant’s Deferred Compensation Account and Company Stock Account starting with the most recent credits to the Accounts. Immediately upon the distribution, such Participant’s deferral elections shall be cancelled, and further deferrals shall not be made in accordance with Section 3.5 during that period.

7.5.2. Lump Sum Distribution to Pay Taxes“. Notwithstanding anything to the contrary in this Section 7, a lump sum shall be distributed to the Participant (i) to pay any employment taxes under FICA that may become due on compensation deferred under this Plan, (ii) to pay any income tax withholding related to the distribution of amounts to pay such FICA taxes, and (iii) to pay any amounts required to be included in the Participant’s income due to failure to comply with the requirements in section 409A of the Code.

7.6. Designation of Beneficiaries.

7.6.1. Right to Designate“. Each Participant may designate, upon form to be furnished by and filed with the Company, one or more primary Beneficiaries or alternative Beneficiaries to receive all or a specified part of such Participant’s Account in the event of such Participant’s death. The Participant may chance or revoke any such designation from time to time without notice to or consent from any spouse, Beneficiary or any other person. No such designation, change or revocation shall be effective unless executed by the Participant and received by the Company during the Participant’s lifetime. The Company may establish rules for the use of electronic signatures.

7.6.2. Failure of Designation“. If a Participant:

(a)

fails to designate a Beneficiary,

(b)

designates a Beneficiary and thereafter revokes such designation without naming another Beneficiary, or

(c)

designates one or more Beneficiaries and all such Beneficiaries so designated fail to survive the Participant,

such Participant’s Account, or the part thereof as to which such Participant’s designation fails, as the case may be, shall be payable to the first class of the following classes of automatic Beneficiaries with a member surviving the Participant and (except in the case of surviving issue) in equal shares if there is more than one member in such class surviving the Participant:

Participant’s surviving spouse
Participant’s surviving issue per stirpes and not per capita
Participant’s surviving parents
Participant’s surviving brothers and sisters
Representative of Participant’s estate.

7.6.3. Disclaimers by Beneficiaries“. A Beneficiary entitled to a payment of all or a portion of a deceased Participant’s Account may disclaim an interest therein subject to the following requirements. To be eligible to disclaim, a Beneficiary must be a natural person, must not have received a payment of all or any portion of the Account at the time such disclaimer is executed and delivered, and must have attained at least age twenty‑one (21) years as of the date of the Participant’s death. Any disclaimer must be in writing and must be executed personally by the Beneficiary before a notary public. A disclaimer shall state that the Beneficiary’s entire interest in the unpaid Account is disclaimed or shall specify what portion thereof is disclaimed. To be effective, an original executed copy of the disclaimer must be both executed and actually delivered to the Company after the date of the Participant’s death but not later than nine (9) months after the date of the Participant’s death. A disclaimer shall be irrevocable when delivered to the Company. A disclaimer shall be considered to be delivered to the Company only when actually received by the Company. The Company shall be the sole judge of the content, interpretation and validity of a purported disclaimer. Upon the filing of a valid disclaimer, the Beneficiary shall be considered not to have survived the Participant as to the interest disclaimed. A disclaimer by a Beneficiary shall not be considered to be a transfer of an interest in violation of the provisions of Section 12.12 and shall not be considered to be an assignment or alienation of benefits in violation of federal law prohibiting the assignment or alienation of benefits under this Plan. No other form of attempted disclaimer shall be recognized by the Company.

7.6.4. Definitions“. When used herein and, unless the Participant has otherwise specified in the Participant’s Beneficiary designation, when used in a Beneficiary designation, the following definitions and rules shall be applied.

(a)

“Issue” means all persons who are lineal descendants of the person whose issue are referred to, subject to the following:

(i)

a legally adopted child and the adopted child’s lineal descendants always shall be lineal descendants of each adoptive parent (and of each adoptive parent’s lineal ancestors);

(ii)

a legally adopted child and the adopted child’s lineal descendants never shall be lineal descendants of any former parent whose parental rights were terminated by the adoption (or of that former parent’s lineal ancestors); except that if, after a child’s parent has died, the child is legally adopted by a stepparent who is the spouse of the child’s surviving parent, the child and the child’s lineal descendants shall remain lineal descendants of the deceased parent (and the deceased parent’s lineal ancestors);

(iii)

if the person (or a lineal descendant of the person) whose issue are referred to is the parent of a child (or is treated as such under applicable law) but never received the child into that parent’s home and never openly held out the child as that parent’s child (unless doing so was precluded solely by death), then neither the child nor the child’s lineal descendants shall be issue of the person.

(b)

“Child” means an issue of the first generation;

(c)

“Per stirpes” means in equal shares among living children of the person whose issue are referred to and the issue (taken collectively) of each deceased child of such person, with such issue taking by right of representation of such deceased child; and

(d)

“Survive” and “surviving” mean living after the death of the Participant.

7.6.5. Special Rules“. Unless the Participant has otherwise specified in the Participant’s Beneficiary designation, the following rules shall apply:

(a)

If there is not sufficient evidence that a Beneficiary was living at the time of the death of the Participant, it shall be deemed that the Beneficiary was not living at the time of the death of the Participant.

(b)

The automatic Beneficiaries specified in Section 7.6.2 and the Beneficiaries designated by the Participant shall become fixed at the time of the Participant’s death so that, if a Beneficiary survives the Participant but dies before the receipt of all payments due such Beneficiary hereunder, such remaining payments shall be payable to the representative of such Beneficiary’s estate.

(c)

If the Participant designates as a Beneficiary the person who is the Participant’s spouse on the date of the designation, either by name or by relationship, or both, the dissolution, annulment or other legal termination of the marriage between the Participant and such person shall automatically revoke such designation. The foregoing shall not prevent the Participant from designating a former spouse as a Beneficiary on a form that is both executed by the Participant and received by the Company (i) after the date of the legal termination of the marriage between the Participant and such former spouse and (ii) during the Participant’s lifetime.

(d)

Any designation of a nonspouse Beneficiary by name that is accompanied by a description of relationship to the Participant shall be given effect without regard to whether the relationship to the Participant exists either then or at the Participant’s death.

(e)

Any designation of a Beneficiary only by statement of relationship to the Participant shall be effective only to designate the person or persons standing in such relationship to the Participant at the Participant’s death.

(f)

The Company shall be the sole judge of the content, interpretation and validity of a purported Beneficiary designation.

7.7. No Spousal Rights. No spouse, former spouse, Beneficiary or other person shall have any rights or interest in the benefits credited under this Plan including, but not limited to, the right to be the sole Beneficiary or to consent to the designation of Beneficiaries (or the changing of designated Beneficiaries) by the Participant.

7.8. Death Prior to Full Payment. If a Participant who is receiving installment payments dies before installments are completed, the remaining installments shall be made to the Beneficiary on the same dates payments would otherwise have been made to the Participant; provided, however, that if the Participant’s death occurs on or after January 1, 2009, the remaining installments shall be paid to the Beneficiary in a lump sum within sixty (60) days after the Participant’s death. If, at the death of the Participant, any payment to the Participant was due or otherwise pending but not actually paid, the amount of such payment shall be paid to the Beneficiary (and shall not be paid to the Participant’s estate).

7.9. Facility of Payment. In case of the legal disability, including minority, of an individual entitled to receive any payment under this Plan, payment shall be made, if the Compensation Committee shall be advised of the existence of such condition:

(a)

to the duly appointed guardian, conservator or other legal representative of such individual, or

(b)

to a person or institution entrusted with the care or maintenance of the incompetent or disabled Participant or Beneficiary, provided such person or institution has satisfied the Compensation Committee that the payment will be used for the best interest and assist in the care of such individual, and provided further, that no prior claim for said payment has been made by a duly appointed guardian, conservator or other legal representative of such individual.

Any payment made in accordance with the foregoing provisions of this section shall constitute a complete discharge of any liability or obligation of Plan and the Company therefore.

SECTION 8

FUNDING OF PLAN

8.1. Unfunded Obligation. The obligation of the Employers to make payments under this Plan constitutes only the unsecured (but legally enforceable) promise of the Employers to make such payments. No Participant or Beneficiary shall have any lien, prior claim or other security interest in any property of the Employers. The Employers may, but shall have no obligation to, establish or maintain any fund, trust or account (other than a bookkeeping account or reserve) for the purpose of funding or paying the benefits promised under this Plan. If such a fund, trust or account is established, the property therein shall remain the sole and exclusive property of the Employer that established it. The Employers shall be obligated to pay the benefits of this Plan out of their general assets. If, as of the close of business on the date of a Change in Control, the aggregate value of the Participant Accounts exceeds the value of the assets held in a trust that has been established by an Employer, then within thirty (30) days of such Change in Control, such Employer that has established such a trust shall contribute to such trust assets having a value at least equal to the amount of such excess.

8.2. Corporate Obligation. Neither Company, the Board of Directors of the Company, the Chief Executive Officer, the Compensation Committee, the Employers nor any of their directors, officers, agents or employees in any way secure or guarantee the payment of any benefit or amount which may become due and payable hereunder to or with respect to any Participant. Each person entitled or claiming to be entitled at any time to any benefit hereunder shall look solely to the assets of the Employers for such payments as unsecured general creditors. If, or to the extent that, Accounts have been paid to or with respect to a present or former Participant and that payment purports to be the payment of a benefit hereunder, such former Participant or other person or persons, as the case may be, shall have no further right or interest in the other assets of the Employers in connection with this Plan. No person shall be under any liability or responsibility for failure to effect any of the objectives or purposes of this Plan by reason of the insolvency of the Employers.

8.3. Stock Subject to Plan. The Plan was approved by shareholders in April, 2000, which approval authorized up to 100,000 shares of Common Stock (subject to adjustment by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change) to be made available for purposes of satisfying the Plan’s obligations to distribute shares of Common Stock. Any Shares that become payable hereunder but which exceed the foregoing authorized limit shall be treated as issued under (and counted against the applicable share reserves of) the H.B. Fuller Company 2020 Master Incentive Plan, as amended from time to time (or any successor plan thereto).

SECTION 9

AMENDMENT AND TERMINATION

9.1. Amendment of Plan. The Company reserves the power to alter, amend or wholly revise the Plan at any time and from time to time by action of the Board of Directors, and the interest of each Participant is subject to the powers so reserved; provided, however, that no amendment made subsequent to a Change in Control shall be effective to the extent that it would have a materially adverse impact on a Participant’s reasonably expected economic benefit attributable to compensation deferred by the Participant prior to the Change in Control. An amendment shall be authorized by the Board of Directors and shall be stated in an instrument in writing signed in the name of the Company by a person or persons authorized by the Board of Directors. After the instrument has been so executed, the Plan shall be deemed to have been amended in the manner therein set forth. No amendment to the Plan may alter, impair or reduce the benefits credited to any Accounts prior to the effective date of such amendment without the written consent of any affected Participant.

9.2. Termination of Plan. The Company may terminate the Plan at any time by action of the Board of Directors. If there is a termination of the Plan with respect to all Participants, the Company shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to amend the Plan to provide for the distribution of all Accounts in a lump sum following such Plan termination to the extent permissible under Section 409A of the Code and related Treasury regulations and guidance.

9.3. No Oral Amendments. No modification of the terms of the Plan Statement or termination of this Plan shall be effective unless it is approved by action of the Board of Directors. No oral representation concerning the interpretation or effect of the Plan Statement shall be effective to amend the Plan Statement.

SECTION 10 –

DETERMINATIONS – RULES AND REGULATIONS

10.1. Determinations. The Compensation Committee shall make such determinations as may be required from time to time in the administration of this Plan. The Compensation Committee shall have the discretionary authority and responsibility to interpret and construe the Plan Statement and all relevant documents and information, and to determine all factual and legal questions under this Plan, including but not limited to the entitlement of Participants and Beneficiaries, and the amounts of their respective interests.

10.2. Method of Executing Instruments. Information to be supplied or written notices to be made or consents to be given by Company or any other person pursuant to any provision of the Plan Statement may be signed in the name of Company by any officer or other person who has been authorized to make such certification or to give such notices or consents.

10.3. Claims Procedure. The claim and review procedures set forth in this Section shall be the mandatory claim and review procedures for the resolution of disputes and disposition of claims filed under the Plan. An application for a distribution shall be considered as a claim for the purposes of this Section.

10.3.1. Initial Claim and Decision“. An individual may, subject to any applicable deadline, file with the Compensation Committee a written claim for benefits under the Plan in a form and manner prescribed by the Compensation Committee. If the claim is denied in whole or in part, the Compensation Committee shall notify the claimant of the adverse benefit determination within ninety (90) days after receipt of the claim. The ninety (90) day period for making the claim determination may be extended for ninety (90) days if the Compensation Committee determines that special circumstances require an extension of time for determination of the claim, provided that the Compensation Committee notifies the claimant, prior to the expiration of the initial ninety (90) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made. The notice of adverse determination shall provide: (i) the specific reasons for the adverse determination; (ii) references to the specific provisions of the Plan Statement (or other applicable Plan document) on which the adverse determination is based; (iii) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary; and (iv) a description of the claim and review procedures, including the time limits applicable to such procedure, and (v) a statement of the claimant’s right to bring a civil action under section 502(a) of the Code following an adverse determination on review.

10.3.2. Request for Review and Final Decision“. Within sixty (60) days after receipt of an initial adverse benefit determination notice, the claimant may file with the Compensation Committee a written request for a review of the adverse determination and may, in connection therewith submit written comments, documents, records and other information relating to the claim benefits. Any request for review of the initial adverse determination not filed within sixty (60) days after receipt of the initial adverse determination notice shall be untimely. If the claim, upon review, is denied in whole or in part, the Compensation Committee shall notify the claimant within sixty (60) days after receipt of the request for a review. Such sixty (60) day period may be extended for sixty (60) days if the Compensation Committee determines that special circumstances require an extension and notifies the claimant what special circumstances require the extension and the date by which the decision is expected. If the extension is due to the claimant’s failure to submit information necessary to decide the claim, the claimant shall have sixty (60) days to provide the necessary information and the period for making the decision shall be tolled from the date on which the extension notice is sent until the date the claimant responds to the information request or, if earlier, the expiration of sixty (60) days. The Compensation Committee’s review of a denied claim shall take into account all documents and other information submitted by the claimant, whether or not the information was submitted before the claim was initially decided. The notice of denial upon review shall set forth in a manner calculated to be understood by the claimant: (i) the specific reasons for the denial; (ii) references to the specific provisions of the Plan document on which the denial is based; (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the claim; and (iv) a statement of the claimant’s right to bring a civil action under section 502(a) of the Code.

10.4. Rules and Regulations.

10.4.1. Adoption of Rules“. Any rule not in conflict or at variance with the provisions hereof may be adopted by the Company.

10.4.2. Specific Rules“.

(a)

Any decision or determination to be made by the Company shall be made by the Compensation Committee unless delegated as provided for in the Plan, in which case references in this Section 10 to the Compensation Committee shall be treated as references to the Compensation Committee’s delegate. No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the established claim procedures. The Compensation Committee may require that any claim for benefits and any request for a review of a denied claim be filed on forms to be furnished by the Company upon request.

(b)

Claimants may be represented by a lawyer or other representative at their own expense, but Committee reserves the right to require the claimant to furnish written authorization and establish reasonable procedures for determining whether an individual has been authorized to act on behalf of a claimant. A claimant’s representative shall be entitled to copies of all notices given to the claimant.

(c)

The decision on a claim and on a request for a review of a denied claim may be provided to the claimant in electronic form instead of in writing at the discretion of the Company.

(d)

The time period within which a benefit determination will be made shall begin to run at the time a claim or request for review is filed in accordance with the claims procedures, without regard to whether all the information necessary to make a benefit determination accompanies the filing.

(e)

The claims and review procedures shall be administered with appropriate safeguards so that benefit claim determinations are made in accordance with governing plan documents and, where appropriate, the plan provisions have been applied consistently with respect to similarly situated claimants.

(f)

For the purpose of this Section, a document, record, or other information shall be considered “relevant” as defined in Labor Reg. §2560.503‑1(m)(8).

(g)

The Compensation Committee may, in its discretion, rely on any applicable statute of limitation or deadline as a basis for denial of any claim.

10.4.3. Limitations and Exhaustion“.

(a)

No claim shall be considered under these administrative procedures unless it is filed with the Company within one (1) year after the Participant knew (or reasonably should have known) of the general nature of the dispute giving rise to the claim. Every untimely claim shall be denied by the Company without regard to the merits of the claim. No suit may be brought by or on behalf of any Participant or Beneficiary on any matter pertaining to this Plan unless the action is commenced in the proper forum before the earlier of: (i) three (3) years after the Participant knew (or reasonably should have known) of the general nature of the dispute giving rise to the action, or (ii) sixty (60) days after the Participant has exhausted these administrative procedures.

(b)

These administrative procedures are the exclusive means for resolving any dispute arising under this Plan. No Participant or Beneficiary shall be permitted to litigate any such matter unless a timely claim has been filed under these administrative procedures and these administrative procedures have been exhausted, and determinations under these administrative procedures (including determinations as to whether the claim was timely filed) shall be afforded the maximum deference permitted by law.

(c)

For the purpose of applying the deadlines to file a claim or a legal action, knowledge of all facts that a Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a Beneficiary of the Participant or otherwise claims to derive an entitlement by reference to the Participant for the purpose of applying the previously specified periods.

SECTION 11

PLAN ADMINISTRATION

11.1. Authority.

11.1.1. Company“. Functions generally assigned to the Company shall be discharged by the Compensation Committee, except where delegated and allocated as provided herein.

11.1.2. Compensation Committee“. Except as hereinafter provided, the Compensation Committee may delegate or redelegate and allocate and reallocate to one or more persons or to a committee of persons jointly or severally, and whether or not such persons are directors, officers or employees, such functions assigned to the Compensation Committee or to the Company generally hereunder, as the Compensation Committee may from time to time deem advisable.

11.1.3. Board of Directors“. Notwithstanding the foregoing, the Board of Directors of the Company shall have the exclusive authority (which may not be delegated except to the Compensation Committee) to amend the Plan Statement and to terminate this Plan.

11.1.4. Benefit Plans Committee“. The provisions of this Section 11.1.4 shall not apply unless and until a Change in Control has occurred. For purposes of this Plan, upon a Change in Control, the Benefit Plans Committee shall be the “administrator” at all times following the occurrence of a Change in Control. The Benefit Plans Committee referred to in this Plan shall be comprised of the individuals who, immediately prior to the Change in Control, are then serving on the Company’s Benefit Plans Committee, or if there is no such committee, it shall be comprised of the individuals then serving as the Company’s chief financial officer, senior human resources officer, treasurer and vice president of corporate financial strategy (or equivalent positions, regardless of title). If one or more of the individuals serving on the Benefit Plans Committee is unable or unwilling to serve on the Benefit Plans Committee, the number of individuals serving on the Benefit Plans Committee may be reduced. In the event none of the aforementioned individuals is able or willing to serve, the individual serving as chief executive officer of the Company immediately prior to the Change in Control will serve as the Benefit Plans Committee. The Benefit Plans Committee shall have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan and any trust under Section 8.1, including, but not limited to, benefit entitlement determinations. Upon and after the occurrence of a Change in Control, the Company (or successor thereto) must: (1) pay all reasonable administrative expenses incurred by the Benefit Plans Committee; (2) indemnify the Benefit Plans Committee members against any costs, expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection with the performance of the Benefit Plans Committee hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of a Benefit Plans Committee member; and (3) supply full and timely information to the Benefit Plans Committee on all matters relating to the Plan, any trust, the Participants and their Beneficiaries, the Accounts of the Participants, and such other pertinent information as the Benefit Plans Committee may reasonably require. Upon and after a Change in Control, the members of the Benefit Plans Committee may not be removed by the Company (or successor thereto), and the Benefit Plans Committee may not be terminated by the Company (or successor thereto).

11.2. Conflict of Interest. If any individual to whom authority has been delegated or redelegated hereunder shall also be a Participant in this Plan, such Participant shall have no authority with respect to any matter specially affecting such Participant’s individual interest hereunder or the interest of a person superior to him or her in the organization (as distinguished from the interests of all Participants and Beneficiaries or a broad class of Participants and Beneficiaries), all such authority being reserved exclusively to other individuals as the case may be, to the exclusion of such Participant, and such Participant shall act only in such Participant’s individual capacity in connection with any such matter.

11.3. ERISA Administrator. The Company shall be the administrator of this Plan for purposes of section 3(16)(A) of the Code.

11.4. Service of Process. The Secretary of the Company is designated as the appropriate and exclusive agent for the receipt of service of process directed to this Plan in any legal proceeding, including arbitration, involving this Plan.

SECTION 12

CONSTRUCTION

12.1. ERISA Status. This Plan is adopted with the understanding that it is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as provided in section 201(2), section 301(3) and section 401(a)(1) of the Code. Each provision shall be interpreted and administered accordingly.

12.2. IRC Status. This Plan is intended to be a nonqualified deferred compensation arrangement. The rules of section 401(a) et. seq. of the Code shall not apply to this Plan. The rules of section 3121(v) and section 3306(r)(2) of the Code shall apply to this Plan. The rules of section 409A of the Code shall apply to this Plan to the extent applicable and this Plan Statement shall be construed and administered accordingly. The Company has affirmatively determined that all amounts deferred under the Plan that were earned and vested before January 1, 2005 (i.e., amounts specified in Section 1.1.1), shall not be subject to 409A of the Code and this Plan Statement shall be construed accordingly. Notwithstanding the foregoing, neither the Company nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section.

12.3. Effect on Other Plans. This Plan shall not alter, enlarge or diminish any person’s employment rights or obligations or rights or obligations under any other qualified or nonqualified plan. It is specifically contemplated that this Plan will, from time to time, be amended and possibly terminated.

12.4. Disqualification. Notwithstanding any other provision of the Plan Statement or any election or designation made under this Plan, any individual who feloniously and intentionally kills a Participant shall be deemed for all purposes of this Plan and all elections and designations made under this Plan to have died before such Participant. A final judgment of conviction of felonious and intentional killing is conclusive for this purpose. In the absence of a conviction of felonious and intentional killing, the Company shall determine whether the killing was felonious and intentional for this purpose.

12.5. Rules of Document Construction.

(a)

An individual shall be considered to have attained a given age on such individual’s birthday for that age (and not on the day before). Individuals born on February 29 in a leap year shall be considered to have their birthdays on February 28 in each year that is not a leap year.

(b)

Whenever appropriate, words used herein in the singular may be read in the plural, or words used herein in the plural may be read in the singular; the masculine may include the feminine; and the words “hereof,” “herein” or “hereunder” or other similar compounds of the word “here” shall mean and refer to the entire Plan Statement and not to any particular paragraph or Section of the Plan Statement unless the context clearly indicates to the contrary.

(c)

The titles given to the various Sections of the Plan Statement are inserted for convenience of reference only and are not part of the Plan Statement, and they shall not be considered in determining the purpose, meaning or intent of any provision hereof.

(d)

Notwithstanding anything apparently to the contrary contained in the Plan Statement, the Plan Statement shall be construed and administered to prevent the duplication of benefits provided under this Plan and any other qualified or nonqualified plan maintained in whole or in part by the Employers.

12.6. References to Laws. Any reference in the Plan Statement to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation unless, under the circumstances, it would be inappropriate to do so. The terms “spouse,” “nonspouse,” “married,” “surviving spouse,” and other similar terms shall be construed, interpreted and applied on a basis consistent with the federal statute known as the Defense of Marriage Act.

12.7. Choice of Law. Except to the extent that federal law is controlling, this Plan Statement shall be construed and enforced in accordance with the laws of the State of Minnesota. All controversies, disputes, claims, or causes of actions arising under or related to the Plan or any other party with a relationship to the Plan (including any claims for benefits or any other claims brought under section 502 of the Code) must be brought in the United States District Court For The District Of Minnesota.

12.8. Delegation. No person shall be liable for an act or omission of another person with regard to a responsibility that has been allocated to or delegated to such other person pursuant to the terms of the Plan Statement or pursuant to procedures set forth in the Plan Statement.

12.9. Not an Employment Contract. This Plan is not and shall not be deemed to constitute a contract of employment between any Employer and any employee or other person, nor shall anything herein contained be deemed to give any employee or other person any right to be retained in any Employer’s employ or in any way limit or restrict any Employer’s right or power to discharge any employee or other person at any time and to treat him without regard to the effect which such treatment might have upon him as a Participant in this Plan.

12.10. Tax Withholding. The Employers (or any other person legally obligated to do so) shall withhold the amount of any federal, state or local income tax, payroll tax or other tax required to be withheld under applicable law with respect to any amount payable under this Plan. All benefits otherwise due hereunder shall be reduced by the amount to be withheld.

12.11. Expenses. All expenses of administering the benefits due under this Plan shall be borne by the Employers.

12.12. Spendthrift Provision. No Participant or Beneficiary shall have any interest in any Account which can be transferred nor shall any Participant or Beneficiary have any power to anticipate, alienate, dispose of, pledge or encumber the same while in the possession or control of the Employers. The Company shall not recognize any such effort to convey any interest under this Plan. No benefit payable under this Plan shall be subject to attachment, garnishment, execution following judgment, or other legal process before actual payment to such person.

The power to designate Beneficiaries to receive the Account of a Participant in the event of such Participant’s death shall not permit or be construed to permit such power or right to be exercised by the Participant so as thereby to anticipate, pledge, mortgage or encumber such Participant’s Account or any part thereof, and any attempt of a Participant so to exercise said power in violation of this provision shall be of no force and effect and shall be disregarded by the Employers.

This section shall not prevent the Company from exercising, in its discretion, any of the applicable powers and options granted to it upon a Distribution Event, as such powers may be conferred upon it by any applicable provision hereof.

Dated: January 22, 2025

H.B. FULLER COMPANY

By: /s/ Celeste Mastin
Its: Chief Executive Officer

APPENDIX A

(TRANSITIONAL RULES FOR 2005 AND 2006 CREDITS)

Amounts credited under the H.B. Fuller Company Key Employee Deferred Compensation Plan which relate all or in part to services performed on or after January 1, 2005, but before January 1, 2007, shall be governed by the terms of the Pre‑2005 Plan Statement (attached to the Plan Statement as Appendix B) subject to the exceptions specified in Section 1.1.2 of the Plan and to the transitional rules set forth in this Appendix A. The rules set forth in this Appendix A are intended to comply with section 409A of the Code.

A.1. Eligibility and Participation. For purposes of Section 3.1 of the Pre‑2005 Plan Statement, an employee shall become a Participant in the Plan on the date the employee is determined eligible by the Compensation Committee.

A.2. Elections to Defer Compensation. Deferral elections shall apply only to Eligible Compensation for services performed during the calendar year beginning after a Participant’s election is filed and, to the extent the Eligible Compensation is included in the first paycheck of the next calendar year, for services performed in the current year. Deferral elections with respect to STIP Awards and LTIP Awards shall be made prior to the calendar year in which the performance period on which the award is based ends but in no event less than six (6) months before the performance period ends. Deferral elections for purposes of this transitional rule shall include the election of a form of distribution and the election, if any, of a specified date under Section 6.1(g) of the Pre‑2005 Plan Statement.

A.3. Distribution Events.

A.3.1. For purposes of Section 6.1(b) of the Pre‑2005 Plan Statement, Disability has the meaning set forth in Section 1.2.9 of the Plan Statement.

A.3.2. For purposes of Section 6.1(d) of the Pre‑2005 Plan Statement, the first date on which the Participant is no longer an employee of any Participating Employer shall be the date on which the Participant has had a Separation from Service as defined in Section 1.2.20 of the Plan Statement.

A.3.3. Section 6.1(e) (distribution upon Plan termination) shall be deleted and have no effect.

A.3.4. Section 6.1(f) (distribution upon termination for cause) shall be deleted and have no effect.

A.3.5. Section 6.3 (early withdrawal with ten percent (10%) forfeiture) shall be deleted and have no effect.

A.3.6. Section 6.4 (lump sum distribution to pay taxes) shall be replaced by the rule in Section 7.5.2 of the Plan Statement.

A.3.7. Section 6.5 (parachute payment) shall be deleted and have no effect.

A.3.8. Section 6.6 (delay of distribution upon termination for cause) shall be deleted and have no effect.

A.3.9. Section 6.2 (distribution commencement date) shall be subject to the six (6) month delay rule in Section 7.1 of the Plan Statement for distributions that are made on account of a Separation from Service.

A.4. Subsequent Election Changes. The third and fourth sentences in Section 6.2(c) of the Pre‑2005 Plan Statement related to changing an election of form of payment shall be replaced completely by the rules in Section 3.6 of the Plan Statement. Any change in an election of a specified date for distribution under Section 6.1(g) of the Pre‑2005 Plan Statement shall be governed under the rules in Section 3.6 of the Plan Statement.

A.5. Reduction in Payment Period. The sixth sentence in Section 6.2(c) in the Pre‑2005 Plan Statement related to discretionary reduction in the period over which installment payments would have been made shall be deleted and have no effect.

A.6. Plan Termination. The rules in Section 14.1 of the Pre‑2005 Plan Statement concerning Plan termination shall be replaced by the rules concerning Plan termination in Section 9.2 of the Plan Statement.

APPENDIX B

(RULES FOR PRE‑2005 DEFERRALS – “PRE‑2005 PLAN STATEMENT”)

H.B. FULLER COMPANY

KEY EMPLOYEE DEFERRED COMPENSATION PLAN

H.B. Fuller Company, a Minnesota corporation, hereby establishes the H.B. Fuller Company Key Employee Deferred Compensation Plan, effective as of October 14, 1999, in order to provide deferred compensation to certain key employees of H.B. Fuller Company. The purpose of the H.B. Fuller Key Employee Deferred Compensation Plan is to assist H.B. Fuller Company in retaining key employees, encouraging their long term commitment to the company’s success, and attracting key employees by offering them an opportunity to defer compensation and participate in the success of H.B. Fuller Company, and allowing them to share in increases in the value of H.B. Fuller Company.

ARTICLE I

DEFINITIONS

Section 1.1 – Definitions. When used in this document with initial capital letters, the following terms have the meanings indicated unless a different meaning is plainly required by the context:

(a) “Account” or “Accounts” means the account or accounts established and maintained for a Participant pursuant to Article IV of the Plan. A Participant’s Accounts shall consist of the Participant’s Deferred Compensation Account, the Participant’s Company Stock Account and the Participant’s Company Matching Stock Account.

(b) “Allocation Request Form” means such form or forms as may be approved by the Company from time to time for use by a Participant to request: (i) an allocation of certain deferred compensation and/or an allocation or reallocation of a Participant’s Deferred Compensation Account among available investment options pursuant to Section 7.2(c), and (ii) that certain deferred compensation be allocated to the Participant’s Company Stock Account pursuant to Section 7.1.

(d) “Change in Control” means:

(i) a change in the control of the Company of a nature that would be required to be reported in accordance with Regulation 14A promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), whether or not the Company is then subject to such reporting requirement;

(ii) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the Voting Power of the Company then outstanding;

(iii) the individuals who, as of the date of this Plan, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board);

(iv) the approval of the shareholders of the Company of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or

(v) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.

For purposes of this definition, “Voting Power” when used with reference to the Company shall mean the voting power of all classes and series of capital stock of the Company now or hereafter authorized other than the voting power of any of the shares of Series A Preferred Stock outstanding as of the date of this Plan.

(e) “Code” means the Internal Revenue Code of 1986, as amended.

(f) “Common Stock” means the Common Stock, par value $1.00 per share, of H.B. Fuller Company as such stock may be reclassified, converted or exchanged by reorganization, merger or otherwise.

(g) “Company” means the H.B. Fuller Company, a Minnesota corporation.

(h) “Company Matching Stock Account” means the Account established and maintained for a Participant as a record of the matching units measured by the value of Company Common Stock credited to an Account for the Participant.

(i) “Company Stock Account” means the Account established and maintained for a Participant as a record of the Participant’s hypothetical investments in units of Company Common Stock.

(j) “Compensation Committee” means the Compensation Committee of the Board of Directors or such other person or persons as may be designated by the Board of Directors to act on behalf of the Board of Directors in the administration of the Plan.

(k) “Deferral Election Form” means such form or forms as may be approved by the Compensation Committee from time to time for use by a Participant to elect to defer compensation under the Plan.

(l) “Deferred Compensation Account” means the Account established and maintained for a Participant as a record of the amounts deferred by the Participant under the Plan and the Participant’s hypothetical investments in available investment options.

(m) “Disability” means the total and permanent disability of a Participant which entitles the Participant to a disability benefit under a disability program sponsored or maintained by the Participant’s Participating Employer; provided, that if no such program is applicable to the Participant, then “Disability” with respect to such Participant means that, based on medical evidence reasonably satisfactory to the Compensation Committee, the Participant is totally and permanently unable to engage in any occupation or gainful employment for which the Participant is reasonably suited by background, training, education or experience.

(n) “Discretionary Amounts” means the units measured by the value of Company Common Stock credited to a Participant’s Account pursuant to Section 4.4.

(o) “Distributable Event” means an event identified as such in Section 6.1.

(p) “Eligible Compensation”

(i) The “Eligible Compensation” of a Participant for any period means, except as provided in the succeeding paragraphs of this subsection, the sum of all remuneration paid to the Participant during such period for service as an employee of a Participating Employer as base salary and wages, overtime pay, shift differential premium, commissions, cash bonuses (other than vacation bonuses), sick pay and short‑term disability benefits, increased by the amount of pre‑tax contributions made on behalf of the Participant by a Participating Employer pursuant to the terms of the H.B. Fuller Company Thrift Plan for that period and by the net amount of compensation reductions experienced by the Participant during such period under any cafeteria plan described in section 125 of the Code maintained by the Participating Employer. Eligible Compensation will not include amounts deferred or paid under an agreement between the Participating Employer and the Participant that is not a plan qualified under section 401(a) of the Code except this Plan, any matching contributions made pursuant to the provisions of the H.B. Fuller Company Thrift Plan, contributions made or benefits (other than short‑term disability benefits) paid by the Participating Employer under any other employee benefit plan, expatriate premiums or amounts realized by the Participant upon the exercise of a nonqualified stock option, the lapse of restrictions applicable to restricted stock or any disposition of stock acquired under a qualified or incentive stock option.

(ii) A Participant’s Eligible Compensation for any year shall be determined without regard to section 401(a)(17) of the Code.

(iii) Notwithstanding the provisions of paragraph (i) above, a Participant’s Eligible Compensation will not include:

(A) any remuneration not paid in cash;

(B) the value of life insurance coverage included in the Participant’s wages under section 79 of the Code;

(D) severance pay;

(E) payments under any plan of deferred compensation except this Plan;

(F) any benefit under any qualified or nonqualified stock option or stock purchase plan; or

(G) any awards under the Short‑Term Incentive Plan or the Performance Unit Plan.

(q) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(r) “Participant” means an individual identified as such under Article III of the Plan.

(s) “Participating Employer” means any employer participating in the Plan pursuant to Article II of the Plan.

(t) “Performance Unit Plan” means the H.B. Fuller Company Performance Unit Plan, as amended.

(u) “Plan” means the H.B. Fuller Company Key Employee Deferred Compensation Plan, as of its original effective date, including any amendments thereto, which is unfunded and maintained by H.B. Fuller Company and its affiliated companies primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees of H.B. Fuller Company.

(v) “Short‑Term Incentive Plan” means the H.B. Fuller Company Short‑Term Incentive Plan providing annual cash incentive opportunities.

(w) “Trust” means the Trust or Trusts described in Section 12.4. Any such Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan. Participants and their beneficiaries shall have no beneficial ownership interest in any assets of any such Trust.

(x) “Trustee” means the corporation or person or persons selected by the Company to serve as Trustee for a Trust or Trusts.

(y) “Vested” means an interest in the benefit described under the Plan which may be payable to or on behalf of the Participant in accordance with the terms of the Plan.

ARTICLE II

PARTICIPATING EMPLOYERS

Section 2.1 – Eligibility. To be eligible to adopt and participate in the Plan, an employer must be a member of the “controlled group” of corporations, which shall be based upon section 414 of the Code except that the phrase “at least 50 percent” shall be substituted for the phrase “at least 80 percent” each place it appears in sections 414 and 1563(a), that includes the Company.

Section 2.2 – Participation Requirements. The Company, the sponsor of the Plan, and any other affiliated company that is or becomes eligible to adopt the Plan and become a Participating Employer pursuant to Section 2.1 of the Plan may adopt the Plan and become a Participating Employer in the Plan provided that such affiliated company declares in writing to be subject to the terms and conditions of the Plan and files such declaration with the Compensation Committee. The date on which such eligible company may become a Participating Employer in the Plan shall be the date such declaration is filed with the Compensation Committee or such later date specified in the declaration. Each of the Participating Employers agrees to make payments of their allocable portion of the benefits provided under the Plan to their respective Participants. The respective benefit payment obligations of the Participating Employers are not secured in any way. Such obligations constitute no more than unfunded and unsecured promises of payment and performance. Each Participating Employer shall be responsible for, and shall have the obligation of, its allocable share of costs and expenses incurred with respect to the operation and administration of the Plan, and shall be responsible for, and have the obligation of, the payment of any benefits payable under the Plan with respect to any employees of such Participating Employer who are Participants in the Plan and eligible to receive benefits under the terms of the Plan.

Section 2.3 – Recordkeeping and Reporting. Each Participating Employer shall maintain records sufficient to determine the benefits (and the compensation sources of such benefits) which may become payable to or with respect to any employee of such Participating Employer who is a Participant in the Plan and to provide such Participants any reports which may be required under the terms of the Plan or by law.

Section 2.4 – Termination of Participation. A Participating Employer, other than the Company, may withdraw from participation in the Plan at any time by providing the Company with 30 days advance written notice of such withdrawal from participation and the effective date of such Participating Employer’s withdrawal, which 30‑day notice period may be waived by the Company. In addition, the Company may terminate a Participating Employer’s participation in the Plan by providing such Participating Employer with 30 days advance written notice, which 30‑day notice period may be waived by the Participating Employer. A Participating Employer which terminates its participation in the Plan shall remain obligated under the Plan with respect to deferrals made prior to such termination by its Participants (including subsequent investment performance adjustments), unless otherwise expressly agreed by the Company with the Company fully assuming such obligations.

Section 2.5 – Separate Accounting. The Company shall establish and maintain separate Accounts for each of the Participating Employers and their respective Participants. Such separate accounting is intended to comply with section 404(a)(5) of the Code and section 1.404(a)‑12 of the Treasury Regulations (which provide that an employer can deduct the amounts contributed to a nonqualified plan in the taxable year in which an amount attributable to the contribution is includable in the gross income of employees participating in the plan, but, in the case of a plan in which more than one employee participates only if separate accounts ·are maintained for each employee).

ARTICLE III

ELIGIBILITY AND PARTICIPATION

Section 3.1 – Eligibility. Each executive or key level employee of a Participating Employer who is paid at the pay grade of at least thirty‑two (32) shall be eligible to participate in the Plan effective as of the later of the effective date of the Plan or the date on which such individual first achieves the pay grade of at least thirty‑two (32); provided, however, that the Compensation Committee shall determine pay grade status and determine eligibility to participate in the Plan with respect to each such executive and key level employee. In addition, the Compensation Committee may by express action designate other management level or highly compensated employees of the Participating Employers as eligible to participate in the Plan. If the Compensation Committee designates a management level or highly compensated employee of a Participating Employer as eligible to become a Participant in the Plan, the Compensation Committee shall inform the employee in writing of such designation and the date on which the employee shall become a Participant in the Plan.

Section 3.2 – Participation. An individual eligible to participate in the Plan shall become a Participant upon the filing with the Compensation Committee of a completed Deferral Election Form and acceptance of such form by the Compensation Committee. The name of each individual eligible to participate in the Plan and the date on which such individual becomes a Participant in the Plan shall be recorded on Exhibit A, which exhibit is attached hereto and incorporated herein by reference and which shall be revised by the Compensation Committee from time to time to reflect the operation of the Plan. Once an individual becomes a Participant in the Plan, the individual shall remain a Participant until the benefits which may be payable to the individual under the Plan have been distributed to or on behalf of the individual.

Section 3.3 – Suspension of Eligibility. The Compensation Committee may in its discretion determine that a Participant will no longer be eligible to participate in the Plan and in such event, the Participant’s compensation deferral election made in accordance with Article IV will immediately terminate and no additional amounts shall be credited to his or her Accounts under Sections 7.1(a), (b), (c) and 7.2(a) until such time as the individual is again determined to be eligible to participate in the Plan by the Compensation Committee and makes a new election under Article IV. However, the Accounts of such Participant shall continue to be adjusted by the other provisions of Sections 7.1 and 7.2 until fully distributed.

ARTICLE IV

BENEFITS

Section 4.1 – Deferred Compensation. A Participant may elect to defer receipt of part or all of any one or more of the following items of compensation:

(a) Eligible Compensation;

(b) Short‑Term Incentive Plan awards; and

A Participant may defer an item of compensation only to the extent that the Participant is entitled to receive such item of compensation. Upon such deferral, the Participant will have no further right to such deferred compensation other than as provided under the Plan. Such deferred compensation shall be the record of the value of such deferred compensation credited to a Participant’s Account and shall be used solely for accounting purposes.

Section 4.2 – Form and Effectiveness of Deferral Elections.

(a) Each year a Participant may elect to defer up to 25%, or in special circumstances such greater percentage as determined by the Compensation Committee based upon whether the compensation paid to the Participant would be fully deductible for federal or state income tax purposes under Code section 162(m), of his or her Eligible Compensation for the following calendar year. The Participant is required to file his or her deferral election before December 31 specifying the portion of the Eligible Compensation to be earned in the succeeding calendar year that is to be deferred. For the first year of operation of the Plan, any deferral election must be made prior to January 1, 2000, the beginning of the period of service for which the compensation is payable.

(b) An election by a Participant to defer a portion of his or her Eligible Compensation pursuant to subsection (a) must be made by the Participant for the calendar year beginning after the calendar year in which occurs the date of said election and the amounts so deferred shall be paid only as provided in this Plan. Such an election must be irrevocable and must be made in the form and manner prescribed by the Compensation Committee and shall not be effective unless accepted by the Compensation Committee. The Participant may change the amount of, or suspend, future deferrals with respect to Eligible Compensation otherwise payable to him or her for calendar years beginning after the date of change or suspension as he or she may specify by written notice to the Compensation Committee. If a Participant elects to change the amount of, or suspend, deferrals, the Participant may make a new deferral election provided that any new election to defer payment of Eligible Compensation must be made before the beginning of the period of service for which the Eligible Compensation is payable, which period is the calendar year. The election to defer shall be irrevocable as to the deferred Eligible Compensation for the period for which the election is made and shall not be effective unless accepted by the Compensation Committee.

(c) In addition to amounts deferred by a Participant pursuant to subsections (a) and (b), each year a Participant may elect to defer all or a portion of any Short‑Term Incentive Plan award and all or a portion of any Performance Unit Plan award that would otherwise be payable to the Participant under those plans. An election by a Participant to defer any award that would otherwise be payable under either the Short‑Term Incentive Plan or the Performance Unit Plan must be made before the first day of the calendar year in which occurs the end of the fiscal year of the Participant’s Participating Employer for which such award is determined. Such a deferral election is irrevocable and must be made in the form and manner prescribed by the Compensation Committee and shall not be effective unless accepted by the Compensation Committee. The period of deferral and form of distribution of an award shall be determined in accordance with the elections made under this subsection (c) and in accordance with the provisions of this Plan.

(d) Notwithstanding any provision herein to the contrary, if the Participant is eligible to participate in the H.B. Fuller Company Thrift Plan, the amount deferred by such Participant under this Section 4.2 of the Plan for any year shall be conditioned upon the Participant having made the maximum elective deferrals under section 402(g) of the Code or permitted under the terms of the H.B. Fuller Company Thrift Plan. If the Participant is eligible to participate in the H.B. Fuller Company Thrift Plan, to be eligible to make deferrals under the Plan for any calendar year, such Participant must have elected to make the maximum elective deferrals under section 402(g) of the Code or permitted under the terms of the H.B. Fuller Company Thrift Plan. The calculation of whether the Participant has made the required maximum contribution under the H.B. Fuller Company Thrift Plan will be made as of the beginning of the calendar year to which deferrals under the Plan are applicable. Once that determination has been made, the Participant may make deferrals under the Plan. No elective contribution or qualified employer matching contribution made with respect to the H.B. Fuller Company Thrift Plan will be deferred or contributed to the Plan or a Trust.

Section 4.3 – Matching Amounts. If for any year a Participant who is a participant in the H.B. Fuller Company Thrift Plan makes an election under Section 4.2 to defer Eligible Compensation or any Short‑Term Incentive Plan award or any Performance Unit Plan award pursuant to the provisions of Section 4.2, that Participant’s Participating Employer will credit the Participant’s Company Matching Stock Account with matching units which shall be measured by the value of Company Common Stock and which will be calculated for the year as follows:

(a) three percent (3%) of such Participant’s Eligible Compensation for the portion of the year during which the Participant had deferred Eligible Compensation credited to his or her Account under the terms of the Plan, and such Participant’s Short‑Term Incentive Plan award and Performance Unit Plan award determined for the year;

(b) the amount determined in subsection (a) of this Section 4.3 shall be reduced by the amount of the employer matching contribution actually made by the Participant’s Participating Employer to the H.B. Fuller Company Thrift :Plan on behalf of the Participant.

Section 4.4 – Discretionary Amounts. In addition to amounts deferred by a Participant under Section 4.2 and the matching amounts determined under Section 4.3, a Participating Employer may from time to time, in its sole discretion, credit a Participant’s Company Stock Account with additional amounts (denominated in units which shall be measured by the value of Company Common Stock). Such additional amounts shall be authorized for such purpose or purposes as the Participating Employer may deem appropriate, including, without limitation, as mirror employer matching contributions or contributions made by the Participating Employer with respect to the H.B. Fuller Company Thrift Plan.

Section 4.5 – Participant Accounts. A Company Stock Account, a Deferred Compensation Account and a Company Matching Stock Account shall be established and maintained for each Participant. The Company Stock Account and the Company Matching Stock Account shall be credited with units which shall be measured by the value of the shares of Common Stock. The Deferred Compensation Account shall be credited with amounts which shall be measured in dollars. The Company Stock Account shall be credited as described in Section 7.1 for deferred amounts attributable to (a) awards under the Short‑Term Incentive Plan, and the Performance Unit Plan as may be allocated to the Company Stock Account pursuant to Section 7.1, (b) Discretionary Amounts, and (c) such amounts of Eligible Compensation as may be allocated to the Company Stock Account pursuant to Section 7.1. The Company Matching Stock Account shall be credited as described in Section 7.1(c) for deferred amounts attributable to (a) the matching amounts determined under Section 4.3, and (b) the matching amounts determined under Section 7.1. The Deferred Compensation Account shall be credited as described in Section 7.2 .for any deferred amounts attributable to (a) such amounts of Eligible Compensation as may be allocated to the Deferred Compensation Account pursuant to Section 7.2, and (b) Short‑Term Incentive Plan awards and Performance Unit Plan awards as may be allocated to the Deferred Compensation Account pursuant to Section 7.2.

ARTICLE V

VESTING

Section 5.1 – Vested Benefit. A Participant shall be considered to be 100% Vested in the units and amounts credited to his or her Accounts under the Plan.

Section 5.2 – Limitation on Benefits. The benefits that may be payable to or on behalf of a Participant under the Plan shall not exceed a cash payment equal to the value of the amounts credited to the Participant’s Deferred Compensation Account and a distribution of that number of shares of Common Stock equal to the number of units credited to the Participant’s Company Stock Account (with any fractional unit being rounded to the next highest whole unit) and the Participant’s Company Matching Stock Account (with any fractional unit being rounded to the next highest whole unit).

ARTICLE VI

DISTRIBUTIONS

Section 6.1 – Distributable Events. A Participant’s Distributable Event shall be the first to occur of the following events:

(a) The Participant’s sixty‑fifth (65th) birthday;

(b) Disability (as defined in Section 1.1(m));

(d) The first date on which the Participant is no longer an employee of any Participating Employer;

(e) The effective date of the termination of the Plan pursuant to Section 14.1;

(f) Termination for cause subject to and in accordance with Section 6.6; or

(g) Such other date as elected and specified by the Participant in the Distribution of Benefits Form, which election is subject to approval by the Compensation Committee and which shall be made only at the time of the Participant’s initial elections on such form and if the election is approved, it shall be irrevocable.

Section 6.2 – Distribution of Benefits.

(a) Distribution Commencement Date. Except any withdrawals made pursuant to Section 6.3 which shall be distributed in accordance with that section, distribution of a Participant’s Plan benefit shall commence as of the first day of the second calendar month immediately following the calendar month in which the Participant’s applicable Distributable Event occurs.

(b) Form of Distribution. Benefits attributable to the value of the Deferred Compensation Account shall be delivered to the Participant in dollars. Benefits attributable to the Company Stock Account and the Company Matching Stock Account shall be delivered to the Participant in the form of shares of Common Stock. To the extent that the distribution is in the form of shares of Common Stock, such delivery shall be subject to all federal or state securities laws or other rules and regulations as determined by the Company to be applicable.

(c) Payment Options. In the event a Participant becomes eligible to receive a payment of benefits under the Plan, the benefits payable to the Participant or, in the event of the Participant’s death, to the Participant’s designated beneficiary under the Plan shall be paid in accordance with one of the payment options available under the Plan as elected by the Participant on the Participant’s Deferral Election Form. The Participant may elect separate payment options with respect to the Deferred Compensation Account, the Company Stock Account and the Company Matching Stock Account. A Participant may change payment options by electing another payment option available under the Plan on a subsequent Deferral Election Form, but such change in payment option will not be effective until the lapse of a period of twelve (12) months following the date on which the Deferral Election Form was accepted by the Compensation Committee. Further, in no event will any such change in payment option be effective if such change is elected during the calendar year in which the Distributable Event occurs and no further elections may be made once a Distributable Event occurs. The payment options include installment payments over a period certain, a lump sum payment, and such other payment method as may be specified by the Participant and accepted by the Compensation Committee. The Compensation Committee may, in its sole discretion, reduce the payment period over which payments would have been made pursuant to the payment option elected by the Participant (including consolidation into a lump sum); provided, that in the event of a Change in Control, no reduction of a payment period may be made prior to the fifth anniversary of such Change in Control. Absent a payment option election, the Compensation Committee shall direct the payment of any benefits payable under the Plan to or on behalf of the Participant in eleven (11) substantially equal annual installment payments to the Participant, or in the event of the Participant’s death, to the Participant’s designated beneficiary under the Plan.

(d) Application for Distribution. A Participant shall not be required to make application to receive payment. Distribution shall not be made to any beneficiary, however, until such beneficiary shall have filed a written application for benefits in a form acceptable to the Compensation Committee and such application shall have been approved by the Compensation Committee.

(e) Code Section 162(m) Delay. If the Compensation Committee determines that delaying the time of the initial payments are made or commenced would increase the probability that such payments would be fully deductible for federal or state income tax purposes, the Company may unilaterally delay the time of the making or commencement of payments for up to twenty‑four (24) months after the date such payments would otherwise be payable.

Section 6.3 – Early Withdrawals. Notwithstanding any provision in this Plan to the contrary, a Participant may request, by providing a written request to the Compensation Committee, a withdrawal prior to the distribution date under the Plan of all or any portion of his or her benefits from any of his or her Accounts under the Plan in increments of 25% (of aggregate Account value). If such a request is approved by the Compensation Committee, which decision by the Compensation Committee shall be made in its sole discretion on a case by case basis, a distribution of such benefits may be made to the Participant subject to a penalty for such an early withdrawal at any point equal to a six‑month period of nonparticipation (during which no additional amounts will be credited to the Participant’s Accounts under Sections 7.1(a), (b), (c) and 7.2(a) of the Plan) for each 25% increment withdrawn. The nonparticipation period would begin as of the date on which the request made by the Participant is approved by the Compensation Committee. As a result, a Participant withdrawing his or her entire benefit from all of his or her Accounts would be excluded from eligibility to participate in the Plan for a 24‑month period beginning as of the date of such approval by the Compensation Committee. In addition, a penalty of 10% of the amount withdrawn will be imposed on any withdrawal made pursuant to this Section 6.3.

Section 6.4 – Distributions As a Result of Tax Determination. Notwithstanding any provision in this Plan to the contrary, if, at any time, a court or the Internal Revenue Service determines that any amounts or units credited to a Participant’s Accounts under the Plan or Trust are includable in the gross income of the Participant and subject to tax, the Compensation Committee may, in its sole discretion, permit a lump sum distribution of an amount equal to the amounts or units determined to be includable in the Participant’s gross income.

Section 6.5 – No Parachute Payment. An event described in Sections 6.1(d), (e), and (g) shall not constitute a Distributable Event if the Benefit Plans Committee in its reasonable discretion following consultation with appropriate tax and/or legal advisors reasonably determines that such distribution will likely constitute a parachute payment for purposes of section 280G of the Code. Furthermore, if such event occurs subsequent to a Change in Control, the Benefit Plans Committee shall, at the Company’s expense, promptly request a written opinion of the “independent auditor” with respect to the applicability of such section 280G and such event shall not constitute a Distributable Event unless and until the independent auditor delivers its written unqualified opinion, a copy of which shall be provided to the Participant, to the effect that a distribution of benefits as a result of such event will not constitute a parachute payment under section 280G of the Code. As used in this Section 6.5, the term “independent auditor” means the firm of certified public accountants which at the time of the Change in Control had been most recently engaged by the Company or such other comparable and nationally recognized firm of certified public accountants as may be selected by the Benefit Plans Committee in its reasonable discretion.

Section 6.6 – Distribution Upon Termination for Cause. In the event that a Participant is terminated for “cause” (as defined below), the Company may, in its discretion, treat such termination or any date subsequent thereto as a Distributable Event. For purposes of this Plan, termination for “cause” means termination based on any of the following:

(a) The willful and continued failure by the Participant to substantially perform the Participant’s duties with a Participating Employer (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Participant specifically identifying the manner in which the Participant has not substantially performed the Participant’s duties;

(b) The engaging by the Participant in willful misconduct which is demonstrably injurious to any one or more of the Participating Employers monetarily or otherwise; or

ARTICLE VII

VALUATION OF BENEFITS

Section 7.1 – Company Stock Account and Company Matching Stock Account.

(a) Deferred Amounts. If a Participant elects to defer compensation in accordance with Section 4.2, the Participant may make an irrevocable election pursuant to this Section 7.1(a) to have a portion or all of such deferred compensation allocated to the Company Stock Account and measured by the value of Company Common Stock. This irrevocable election must be made at the time the deferral elections are made under Section 4.2 in the form and manner prescribed by the Compensation Committee, and will not be effective unless accepted by the Compensation Committee. If the Participant makes an election pursuant to this Section 7.1(a) to have a portion or all of such deferred compensation allocated to the Company Stock Account and measured by the value of Common Stock, the Participant’s Company Stock Account shall be credited with the number of units (including fractions thereof) equal to the number of shares (including fractions thereof) of Common Stock that could have been purchased with the dollar amount of such deferred compensation determined as of the last business day of the month, based on the last sale price as reported on the Nasdaq National Market on such date, in which such compensation would have otherwise been paid to the Participant. Each unit credited to the Company Stock Account shall be measured by the value of one share of Common Stock and treated as though invested in a share of Common Stock. Subject to subsection (f) of this Section 7.1, the liability of a Participating Employer under the Plan with respect to the units credited to the Company Stock Account shall be satisfied only in shares of Company Common Stock, subject to the approval of the Plan by the shareholders during the annual meeting of shareholders in April 2000.

(b) Discretionary Amount. When a Participant’s Company Stock Account is to be credited for a Discretionary Amount, it shall be credited with that number of units (including fractions thereof) of Common Stock equal to the number of such shares (including fractions thereof) that could have been purchased with the dollar amount of the Discretionary Amount based upon the value of such shares as of the last business day of the month during which such Discretionary Amount is determined by the Participating Employer.

(i) When a Participant’s Company Matching Stock Account is to be credited with matching units pursuant to Section 4.3, said Account shall be credited with that number of units (including fractions thereof) equal to the number of shares (including fractions thereof) of Common Stock that could have been purchased with the dollar amount of such deferred compensation determined as of the last business day of the month, based on the last sale price as reported on the Nasdaq National Market on such date, in which such compensation would have otherwise been paid to the Participant.

(ii) In addition to the matching units credited to the Company Matching Stock Account under paragraph (i) above, if a Participant makes an election under Section 7.1(a) to have deferred compensation allocated to the Company Stock Account and measured by the value of Company Common Stock, the Participant’s Participating Employer shall credit the Participant’s Company Matching Stock Account with that number of units (including fractions thereof) that shall be equal to ten percent (10%) of the number of units (including fractions thereof) that were credited to the Participant’s Company Stock Account under Section 7.1(a) determined as of the last business day of the month, based on the last sale price as reported on the Nasdaq National Market on such date, in which such compensation would have otherwise been paid to the Participant.

(iii) Each unit credited to the Company Matching Stock Account shall be measured by the value of one share of Common Stock and treated as though invested in a share of Common Stock. Subject to subsection (f) of this Section 7.1, the liability of a Participating Employer under the Plan with respect to the units credited to the Company Matching Stock Account shall be satisfied only in shares of Company Common Stock, subject to the approval of the Plan by the shareholders during the annual meeting of shareholders in April 2000.

(d) Dividends. A Participant’s Company Stock Account and the Participant’s Company Matching Stock Account shall be credited on each Common Stock dividend payment date with that number of units equal to the number of shares which would have been acquired based upon the dividends paid by the Company on shares of Common Stock equal to the number of units credited to the Company Stock Account and the Company Matching Stock Account, respectively, as of the record date for such dividend.

(e) Stock Dividends. The number of units credited to the Company Stock Account and the Company Matching Stock Account shall be adjusted to reflect any change in the outstanding Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change.

(f) Transfer Upon Change in Control. In the event of a Change in Control, effective as of the close of business on the date of the Change in Control, each Participant’s Deferred Compensation Account shall be credited with an amount measured in dollars equal to the value of such Participant’s Company Stock Account and the Participant’s Company Matching Stock Account based upon the fair market value of the Company Common Stock on such date and the Participant’s Company Stock Account and the Participant’s Company Matching Stock Account shall be closed and the Participant shall have no further interest in the said Accounts.

Section 7.2 – Deferred Compensation Account.

(a) Deferred Amounts. When a Participant’s Deferred Compensation Account is to be credited with a deferred amount, that amount measured in dollars equal to such deferred amount shall be credited to the Deferred Compensation Account as of the close of business on the date that such amount would have otherwise been paid to the Participant.

(b) Interest. Subject to Section 7.2(c), as of the close of the last day of each calendar quarter, an additional amount shall be credited to each Participant’s Deferred Compensation Account equal to the product of (i) the average daily balance in such Deferred Compensation Account for the quarter, multiplied by (ii) one‑fourth of the annual prime rate for corporate borrowers quoted at the beginning of the quarter by the Wall Street Journal (or such other comparable interest rate as the Compensation Committee may designate from time to time).

(c) Investment Options. The Compensation Committee may permit a Participant to allocate the Participant’s Deferred Compensation Account among one or more investment options for purposes of measuring the value of the benefit. To the extent that the Deferred Compensation Account is allocated to an investment option, it shall not be credited with interest under Section 7.2(b). That portion of the Deferred Compensation Account allocated to an investment option shall be deemed to be invested in such investment option and shall be valued as if so invested, reflecting all earnings, losses and other distributions or charges and changes in value which would have been incurred through such an investment. The determination of which investment options, if any to make available, and the continued availability of selected investment options rests in the Compensation Committee’s sole discretion; provided, that subsequent to a Change in Control, the Benefit Plans Committee shall maintain the availability of those investment options in place at the time of the Change in Control (or substantially equivalent investment options).

(d) Participant Allocation Request. A Participant’s request to allocate or reallocate among investment options must be in writing on an Allocation Request Form in such increments as the Compensation Committee may require. All such requests are subject to acceptance by the Compensation Committee at its discretion. If accepted by the Compensation Committee, an allocation request will be effective as of the close of business on the allocation date (as defined in Section 7.4).

Section 7.3 – Hypothetical Accounts. The Accounts established under this Plan shall be hypothetical in nature and shall be maintained for bookkeeping purposes only. Neither the Plan nor any of the Accounts (or sub‑accounts) shall hold or be required to hold any actual funds or assets.

Section 7.4 – Allocation Date. Upon acceptance of an allocation request pursuant to Section 7.2, the Compensation Committee will process the request as soon as reasonably administratively practicable and the request shall be implemented and reflected in the Participant’s Account as of the close of business on such date as may be determined by the Compensation Committee in its reasonable discretion (the “allocation date”).

ARTICLE VIII

NONTRANSFERABILITY

Section 8.1 – Anti‑Alienation of Benefits. Any benefits which may be credited to a Participant’s Accounts under the Plan, and any rights or privileges pertaining thereto, may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process; and no interest or right to receive a benefit may be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.

Section 8.2 – Incompetent Participants. If any person who may be eligible to receive a payment under the Plan has been legally declared incompetent and a conservator or other person legally charged with the care of such person or of his or her estate has been appointed, any payment under the Plan to which the person is eligible to receive shall be paid to such conservator or other person legally charged with the care of the person or his or her estate. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Participating Employers and the Plan therefor.

Section 8.3 – Designated Beneficiary. In the event of a Participant’s death prior to the payment of all or a portion of any benefits which may be payable with respect to the Participant under the Plan, the payment of any benefits payable on behalf of the Participant under the Plan shall be made to the Participant’s beneficiary designated on a “Beneficiary Designation Form,” which form shall be approved by the Compensation Committee. If no such beneficiary has been designated, payment shall be made as required under the Participant’s will; or, in the event that there shall be no functioning will under applicable state law, then to such persons as, at the date of the Participant’s death, would be entitled to share in the distribution of such deceased Participant’s personal estate under the provisions of the applicable statute then in force governing the decedent’s intestate property, in the proportions specified in such statute.

ARTICLE IX

WITHHOLDING

Section 9.1 – Withholding. The amounts payable pursuant to the Plan may be reduced by the amount of any federal, state or local taxes required by law to be withheld with respect to such payments.

ARTICLE X

VOTING

Section 10.1 – Voting of Company Stock. No Participant shall be entitled to any voting rights with respect to any units credited to his or her Company Stock Account or his or her Company Matching Stock Account.

ARTICLE XI

ADMINISTRATION OF THE PLAN

Section 11.1 – Administrator. The administrator of the Plan shall be the Company. However, the Compensation Committee shall act on behalf of the Company with respect to the administration of the Plan and may delegate authority with respect to the administration of the Plan to such other committee, person or persons as it deems necessary or appropriate for the administration and operation of the Plan.

Section 11.2 – Authority of Administrator. The Company shall have the authority, duty and power to interpret and construe the provisions of the Plan as it deems appropriate, to adopt, establish and revise rules, procedures and regulations relating to the Plan, to determine the conditions subject to which any benefits may be payable, to resolve all questions concerning the status and rights of the Participants and others under the Plan, including, but not limited to, eligibility for benefits and to make any other determinations which it believes necessary or advisable for the administration of the Plan. The Company shall have the duty and responsibility of maintaining records, making the requisite calculations and disbursing payments hereunder. The determinations, interpretations, regulations and calculations of the Company shall be final and binding on all persons and parties concerned. The Secretary of the Company shall be the agent of the Plan for the service of legal process in accordance with section 502 of ERISA.

Section 11.3 – Operation of Plan and Claims Procedures. The Company shall be responsible for the general operation and administration of the Plan and for carrying out the provisions thereof. The Company shall be responsible for the expenses incurred in the administration of the Plan. The Company shall also be responsible for determining eligibility for payments and the amounts payable pursuant to the Plan. The Company shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Company with respect to the Plan. The procedures for filing claims for payments under the Plan are described below. For claims procedures purposes, the “Claims Manager” shall be the Company.

(a) Claims Forms. It is the intent of the Company to make payments under the Plan without the Participant having to complete or submit any claims forms. However, a Participant who believes he or she is entitled to a payment under the Plan may submit a claim for payments in writing to the Company. Any claim for payments under the Plan must be made by the Participant or his or her beneficiary in writing and state the claimant’s name and the nature of benefits payable under the Plan on a form acceptable to the Company. If for any reason a claim for payments under the Plan is denied by the Company, the Claims Manager shall deliver to the claimant a written explanation setting forth the specific reasons for the denial, specific references to the pertinent provisions of the Plan on which the denial is based, a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and information on the procedures to be followed by the claimant in obtaining a review of his or her claim, all written in a manner calculated to be understood by the claimant. For this purpose:

(i) The claimant’s claim shall be deemed to be filed when presented orally or in writing to the Claims Manager.

(ii) The Claims Manager’s explanation shall be in writing delivered to the claimant within 90 days of the date the claim is filed.

(b) Review. The claimant shall have 60 days following his or her receipt of the denial of the claim to file with the Claims Manager a written request for review of the denial. For such review, the claimant or the claimant’s representative may review pertinent documents and submit written issues and comments.

(c) Decision on Review. The Claims Manager shall decide the issue on review and furnish the claimant with a copy within 60 days of receipt of the claimant’s request for review of the claimant’s claim. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent provisions in the Plan on which the decision is based. If a copy of the decision is not so furnished to the claimant within such 60 days, the claim shall be deemed denied on review. In no event may a claimant commence legal action for benefits the claimant believes are due the claimant until the claimant has exhausted all of the remedies and procedures afforded the claimant by this Section 11.3.

(d) Deadline to File Claim. To be considered timely under the Plan’s claim and review procedure, a claim must be filed with the Company within one (1) year after the claimant knew or reasonably should have known of the principal facts upon which the claim is based.

(e) Exhaustion of Administrative Remedies. The exhaustion of the claim and review procedure is mandatory for resolving every claim and dispute arising under this Plan. As to such claims and disputes:

(i) no claimant shall be permitted to commence any legal action to recover Plan benefits or to enforce or clarify rights under the Plan under section 502 or section 510 of ERISA or under any other provision of law, whether or not statutory, until the claim and review procedure set forth herein have been exhausted in their entirety; and

(ii) in any such legal action all explicit and all implicit determinations by the Company (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.

(f) Deadline to File Legal Action. No legal action to recover Plan benefits or to enforce or clarify rights under the Plan under section 502 or section 510 of ERISA or under any other provision of law, whether or not statutory, may be brought by any claimant on any matter pertaining to this Plan unless the legal action is commenced in the proper forum before the earlier of:

(i) thirty (30) months after the claimant knew or reasonably should have known of the principal facts on which the claim is based, or

(ii) six (6) months after the claimant has exhausted the claim and review procedure.

(g) Knowledge of Facts by Participant Imputed to Beneficiary. Knowledge of all facts that a Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a beneficiary of the Participant or otherwise claims to derive an entitlement by reference to the Participant for the purpose of applying the previously specified periods.

Section 11.4 – Participant’s Address. Each Participant shall keep the Company informed of his or her current address and the current address of his or her beneficiary. The Company shall not be obligated to search for any person. If the location of a Participant is not made known to the Company within three (3) years after the date on which payment of the Participant’s benefits payable under the Plan may be made, payment may be made as though the Participant had died at the end of the three‑year period. If, within one (1) additional year after such three‑year period has elapsed, or, within three (3) years after the actual death of a Participant, the Company is unable to locate any designated beneficiary of the Participant, then neither the Company nor any other Participating Employer shall have any further obligation to pay any benefit under the Plan to or on behalf of such Participant or designated beneficiary and such benefit shall be irrevocably forfeited.

ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.1 – No Employment Rights. Neither the Plan nor any action taken under the Plan shall be construed as providing any Participant any right to be retained in the service or employ of any Participating Employer.

Section 12.2 – Participants Should Consult Advisors. Neither any Participating Employer, nor their respective directors, officers, employees or agents makes any representation or warranty with respect to the federal, state or other tax, financial, estate planning, or the securities or other legal implications of participation in the Plan. Participants should consult with their own tax, financial and legal advisors with respect to their participation in the Plan.

Section 12.3 – Unfunded and Unsecured. The Plan shall at all times be considered entirely unfunded both for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, and no provision shall at any time be made with respect to segregating assets of any Participating Employer for payment of any amounts under the Plan. Any funds invested under the Plan allocable to a Participating Employer shall continue for all purposes to be part of the respective general assets of such Participating Employer and available to the general creditors of such Participating Employer in the event of a bankruptcy (involvement in a pending proceeding under the Federal Bankruptcy Code) or insolvency (inability to pay debts as they mature) of such Participating Employer. The Company shall promptly notify the Trustee and the applicable Participants of such bankruptcy or insolvency of a Participating Employer. No Participant or any other person shall have any interests in any particular assets of any Participating Employer by reason of the right to receive a benefit under the Plan and to the extent the Participant or any other person acquires a right to receive benefits under the Plan, such right shall be no greater than the right of any general unsecured creditor of any Participating Employer. The Plan constitutes a mere promise by the Participating Employers to make payments to the Participants in the future. Nothing contained in the Plan shall constitute a guaranty by any Participating Employer or any other person or entity that any funds in any trust or the assets of any Participating Employer will be sufficient to pay any benefit under the Plan. Furthermore, no Participant shall have any right to a benefit under the Plan except in accordance with the terms of the Plan.

Section 12.4 – The Trust.

(a) Establishment of Trust. In order to provide assets from which to fulfill the obligations to the Participants and their beneficiaries under the Plan, each Participating Employer may establish a Trust by a trust agreement with a third party, the Trustee, to which such Participating Employer may, in its discretion, contribute cash or other property, including securities issued by the Company or such other Participating Employer, to provide for the benefit payments under the Plan. The Trustee for each Trust will have the duty to invest the Trust assets and funds in accordance with the terms of such Trust. Each Participating Employer shall be entitled at any time, and from time to time, in its sole discretion, to substitute assets of at least equal fair market value for any assets held in such Trust established by such Participating Employer. All rights associated with the assets of each such Trust will be exercised by the Trustee of the Trust or the person designated by such Trustee, and will in no event be exercisable by or rest with Participants or their beneficiaries. Each such Trust shall provide that in the event of the insolvency of the Participating Employer that established such Trust, the Trustee shall hold the assets for the benefit of the general creditors of that Participating Employer. Each such Trust shall be based on the model trust contained in Internal Revenue Service Revenue Procedure 92‑64.

(b) Contribution Upon Change in Control. If as of the close of business on the date of a Change in Control, the aggregate value of the Participant Accounts exceeds the value of the assets held in a Trust established under subsection (a), then within thirty (30) days of such Change in Control, each Participating Employer that has established such a Trust shall contribute to such Trust assets having a value at least equal to the amount of such excess.

Section 12.5 – Plan Provisions. Except when otherwise required by the context, any singular terminology shall include the plural.

Section 12.6 – Severability. If a provision of the Plan shall be held to be illegal or invalid, the illegality or invalidity shall not affect the remaining parts of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

Section 12.7 – Applicable Law. Except to the extent that federal law is controlling, this Plan Statement shall be construed and enforced in accordance with the laws of the State of Minnesota. All controversies, disputes, claims, or causes of actions arising under or related to the Plan or any other party with a relationship to the Plan (including any claims for benefits or any other claims brought under ERISA § 502) must be brought in the United States District Court For The District Of Minnesota.

ARTICLE XIII

AMENDMENTS

Section 13.1 – Amendment of the Plan. The Company reserves the power to alter, amend or wholly revise the Plan at any time and from time to time by the action of the Board of Directors and the interest of each Participant is subject to the powers so reserved; provided, however, that no amendment made subsequent to a Change in Control shall be effective to the extent that it would have a materially adverse impact on a Participant’s reasonably expected economic benefit attributable to compensation deferred by the Participant prior to the Change in Control. An amendment shall be authorized by the Board of Directors and shall be stated in an instrument in writing signed in the name of the Company by a person or persons authorized by the Board of Directors. After the instrument has been so executed, the Plan shall be deemed to have been amended in the manner therein set forth, and all parties interested herein shall be bound thereby. No amendment to the Plan may alter, impair, or reduce the benefits credited to any Accounts prior to the effective date of such amendment without the written consent of any affected Participant.

ARTICLE XIV

TERM OF PLAN

Section 14.1 – Term of the Plan. The Company may at any time terminate the Plan by action of the Board of Directors with such termination being effective as of the date that all Participant Accounts have been distributed to Participants in accordance with and subject to the provisions of Article VI of the Plan including, without limitation, Section 6.5 of the Plan. Effective as of the date of such Board of Directors action (or such later date as may be specified therein) all Section 4.1 compensation deferral elections will terminate and no further amounts shall be credited to any Accounts of any Participant under Sections 7.1(a), (b), (c) and 7.2(a) after such date. However, the Participants’ Accounts shall continue to be adjusted by the other provisions of Sections 7.1 and 7.2 until all benefits are distributed to the Participants or to the Participants’ beneficiaries.

Dated as of this 14th day of October, 1999.

H.B. FULLER COMPANY

By:
Title: Chief Executive Officer

EXHIBIT A

H.B. FULLER COMPANY
KEY EMPLOYEE DEFERRED COMPENSATION PLAN PARTICIPANTS

Name of Individuals Eligible to Participate	Date of Participation Eligibility	Date of Participation

H.B. FULLER COMPANY
KEY EMPLOYEE DEFERRED COMPENSATION PLAN

Declaration of Amendment

Pursuant to Section 13.1 of the H.B. Fuller Company Key Employee Deferred Compensation Plan, the Company amends the Plan as follows:

1. Section 4.3(a) is amended to reflect a matching percentage of 4% as opposed to 3%.

2. Sections 7.1(a), (b) and (c)(i) and (ii) is amended in their entirety, to read as follows:

(a) Deferred Amounts. lf a Participant elects to defer compensation in accordance with Section 4.2, the Participant may make an irrevocable election pursuant to this Section 7.1(a) to have a portion or all of such deferred compensation allocated to the Company Stock Account and measured by the value of Company Common Stock. This irrevocable election must be made at the time the deferral elections are made under Section 4.2 in the form and manner prescribed by the Compensation Committee, and will not be effective unless accepted by the Compensation Committee. If the Participant makes an election pursuant to this Section 7.1(a) to have a portion or all of such deferred compensation allocated to the Company Stock Account and measured by the value of Common Stock, the Participant’s Company Stock Account shall be credited with the number of units (including fractions thereof) equal to the number of shares (including fractions thereof) of Common Stock that could have been purchased with the dollar amount of such deferred compensation determined as of the payroll deferral transaction date, based on the last sale price as reported on the Nasdaq National Market on such date, in which such compensation would have otherwise been paid to the Participant. Each unit credited to the Company Stock Account shall be measured by the value of one share of Common Stock and treated as though invested in a share of Common Stock. Subject to subsection (f) of this Section 7.1, the liability of a Participating Employer under the Plan with respect to the units credited to the Company Stock Account shall be satisfied only in shares of Company Common Stock, subject to the approval of the Plan by the shareholders during the annual meeting of shareholders in April 2000.

(b) Discretionary Amount. When a Participant’s Company Stock Account is to be credited for a Discretionary Amount, it shall be credited with that number of units (including fractions thereof) of Common Stock equal to the number of such shares (including fractions thereof) that could have been purchased with the dollar amount of the Discretionary Amount based upon the value of such shares as of the payroll deferral transaction date during which such Discretionary Amount is determined by the Participating Employer.

(i) When a Participant’s Company Matching Stock Account is to be credited with matching units pursuant to Section 4.3, said Account shall be credited with that number of units (including fractions thereof) equal to the number of shares (including fractions thereof) of Common Stock that could have been purchased with the dollar amount of such deferred compensation determined as of the payroll deferral transaction date, based on the last sale price as reported on the Nasdaq National Market on such date, in which such compensation would have otherwise been paid to the Participant.

(ii) ln addition to the matching units credited to the Company Matching Stock Account under paragraph (i) above, if a Participant makes an election under Section 7.1(a) to have deferred compensation allocated to the Company Stock Account and measured by the value of Company Common Stock, the Participant’s Participating Employer shall credit the Participant’s Company Matching Stock Account with that number of units (including fractions thereof) that shall be equal to ten percent (10%) of the number of units (including fractions thereof) that were credited to the Participant’s Company Stock Account under Section 7.1(a) determined as of the payroll deferral transaction date, based on the last sale price as reported on the Nasdaq National Market on such date, in which such compensation would have otherwise been paid to the Participant.

3. Section 7.2(b) is amended in its entirety, to read as follows:

“(b) Interest. Subject to Section 7.2(c) as of the close of each business day, each Participant’s Deferred Compensation Account shall be valued by calculating the product of (i) the daily balance in such Deferred Compensation Account, multiplied by (ii) one‑twelfth (1/12) of the annual prime rate for corporate borrowers quoted at the beginning of the month by the Wall Street Journal (or such other comparable interest rate as the Compensation Committee may designate from time to time).”

This Declaration of Amendment, shall be effective as of October 14, 1999, as if originally included in the Plan.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer this 2nd day of December 1999.

H.B. FULLER COMPANY

Chief Executive Officer

Exhibit 10.2

H.B. FULLER COMPANY

PERFORMANCE SHARE AWARD AGREEMENT
(Under the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan)

THIS AGREEMENT, dated as of ____________, 20__ (the "Grant Date"), is entered into between H.B. Fuller Company, a Minnesota corporation (the “Company”), and _____________, an employee of the Company or an affiliate of the Company (“Participant”).

WHEREAS, the Company, pursuant to the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan (the “Plan”), wishes to award to the Participant a Performance Share Award representing the right to receive shares (“Shares”) of common stock, par value $1.00 per share, of the Company (“Common Stock”), subject to certain restrictions and on the terms and conditions contained in this Performance Share Award Agreement and the Plan;

WHEREAS, the Participant’s rights to receive Shares of Common Stock hereunder are sometimes referred to as “Restricted Stock Units” in this Agreement.

NOW, THEREFORE, in consideration of the premises and agreements set forth herein, the parties hereto hereby agree as follows:

1. Performance Share Award. The Company, effective as of the Grant Date, hereby grants to the Participant a Performance Share Award representing the right to receive a specified number of Shares of Common Stock as set forth below and subject to the terms and conditions set forth in this Agreement and the Plan:

(a) ______ Target Number of Shares Subject to Award. The Target Number shall consist of one (1) tranche (the “tranche”). The number of Shares payable with respect to the tranche ranges from a maximum number of Shares equal to 200% of the tranche to a potential for a -0- payout in the event the threshold level of performance for the Tranche is not achieved (see Exhibit A).

(b) The Performance Period(s) and Vesting Date(s)(s) for purposes of determining whether, and the extent to which, Shares of Common Stock within the tranche become payable hereunder shall be:

Performance Period Tranche Vesting Date

____________, 20__ – ___________, 20__ 100% third (3^rd) anniversary

date of the Grant Date

The performance goal(s) for purposes of determining whether, and the extent to which, the Shares of Common Stock will be paid are set forth in Exhibit A to this Agreement, which Exhibit is made a part of this Agreement.

2. Rights of Participant with Respect to the Restricted Stock Units.

(a) No Shareholder Rights. The Restricted Stock Units granted pursuant to this Agreement do not and shall not entitle the Participant to any rights of a shareholder of Common Stock. The rights of the Participant with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date on which such rights become vested, and the restrictions with respect to the Restricted Stock Units lapse, in accordance with Section 3 hereof.

(b) Dividend Equivalents. As long as the Participant holds Restricted Stock Units granted pursuant to this Agreement on the applicable record date, the Company shall credit to the Participant, on each date that the Company pays a cash dividend to holders of Common Stock generally, an additional number of Restricted Stock Units (“Additional Restricted Stock Units”) equal to the total number of whole Restricted Stock Units and Additional Restricted Stock Units previously credited to the Participant under this Agreement multiplied by the dollar amount of the cash dividend paid per share of Common Stock by the Company on such date, divided by the Fair Market Value of a share of Common Stock on such date. Any fractional Restricted Stock Unit resulting from such calculation shall be included in the Additional Restricted Stock Units. The Additional Restricted Stock Units so credited shall be subject to the same terms and conditions as the Restricted Stock Units granted pursuant to this Agreement and the Additional Restricted Stock Units shall be forfeited in the event that the Restricted Stock Units with respect to which the dividend equivalents were credited are forfeited.

(c) Issuance of Shares; Conversion of Restricted Stock Units. No Shares of Common Stock shall be issued to the Participant prior to the date on which the Restricted Stock Units vest, and the restrictions with respect to the Restricted Stock Units lapse, in accordance with Section 1 or Section 3 hereof. Neither this Section 2(c) nor any action taken pursuant to or in accordance with this Section 2(c) shall be construed to create a trust of any kind. After any Restricted Stock Units vest pursuant to Section 1 or Section 3 hereof, the Company shall promptly cause to be issued, in either certificated or uncertificated form, Shares of Common Stock registered in the Participant’s name or in the name of the Participant’s legal representatives, beneficiaries or heirs, as the case may be, in payment of such vested whole Restricted Stock Units and any Additional Restricted Stock Units and shall cause such certificated or uncertificated shares to be delivered to the Participant or the Participant’s legal representatives, beneficiaries or heirs, as the case may be. In no event shall issuance of Shares occur more than ninety (90) days after the applicable vesting date. The value of any fractional Restricted Stock Unit shall be cancelled at the time certificated or uncertificated shares are delivered to the Participant in payment of the Restricted Stock Units and any Additional Restricted Stock Units.

3. Vesting; Forfeiture.

(a) Termination of Employment. In the event that the Participant’s employment with the Company and all Affiliates is terminated prior to the Vesting Date, the Participant’s right to receive any Shares (including the right to receive any Shares relating to Additional Restricted Stock Units) shall be immediately and irrevocably forfeited, unless such termination is by reason of:

(i)

the Participant’s permanent disability (within the meaning of Section 409A(a)(2)(C)(i) of the Code);

(ii)

the Participant’s death; or

(iii)

the Participant’s retirement (as defined below in Section 3(c) below).

For avoidance of doubt, if the Participant is employed by an Affiliate that is sold or otherwise ceases to be an Affiliate of the Company, the Participant shall incur a termination of employment by the Company and all Affiliates of the Company under this Agreement.

(b) Early Vesting on Death or Disability. In the event the Participant dies or becomes permanently disabled prior to the commencement or completion of a Performance Period, or after completion of a Performance Period but prior to the Vesting Date, then the Participant or the Participant’s estate shall be entitled to receive a payment of the Shares of Common Stock based on, and assuming that, performance would be achieved at the target level for the Performance Period, as set forth in Exhibit A to this Agreement. Such payment shall be made as soon as administratively feasible (but in no event more than ninety (90) days) following the Participant’s death or permanent disability, as applicable. If a payment is made pursuant to this Section 3(b), no payment shall be made pursuant to Section 1 of this Agreement.

(c) Retirement. In the event the Participant retires prior to the commencement or completion of a Performance Period or prior to the Vesting Date, as long as such retirement is at least 180 days after the Grant Date, then the Participant’s rights under the Performance Award shall remain outstanding as if the Participant had remained employed for the duration of the Performance Period and through the Vesting Date. The Participant shall be entitled to receive payment of the Performance Award, if any, that becomes payable under Section 1 based on actual performance achieved. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of the Participant’s employment for any reason other than Cause, Disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company, and has attained age 55, so long as the Participant has at all times that Restricted Stock Units are outstanding under this Agreement complied with the terms of any applicable confidentiality, non-disclosure and/or non-competition agreement between the Company and the Participant.

(d) Change in Control. Notwithstanding the foregoing provisions of this Agreement, but subject to the other terms and conditions set forth herein, in the event that a Change in Control of the Company occurs prior to the Vesting Date, and the Participant incurs a Qualifying Termination of Employment during the Protected Period, the Participant shall be entitled to receive a payment of the Shares of Common Stock based on, and assuming that, performance would have been achieved at the target level for the Performance Period, as set forth in Exhibit A to this Agreement. Such payment shall be made promptly following the date of the Qualifying Termination of Employment. For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events:

(i)

a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the voting power of the Company then outstanding;

(ii)

the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board);

(iii)

the approval of the shareholders of the Company, and consummation, of (i) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the voting power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (ii) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (iii) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or

(iv)

a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.

For purposes of this Section 3(d), “voting power” when used with reference to the Company shall mean the voting power of all classes and series of capital stock of the Company now or hereafter authorized.

If a payment is made pursuant to this Section 3(d), no payment shall be made pursuant to Section 1 of this Agreement. Notwithstanding the foregoing, if any payment due under this Section 3(d) is deferred compensation subject to Section 409A of the Code, any payment made on account of the Participant’s termination of employment (other than a Disability) shall not be made unless such termination of employment constitutes the Participant’s separation from service, and such payment shall be subject to any additional required delay under Section 9(a).

For the purposes of this Agreement, a “Qualifying Termination of Employment” shall mean either (i) an involuntary termination of employment by the Company or an Affiliate other than for Cause or Disability during the Protected Period; or (ii) a voluntary resignation by the Participant for Good Reason during the Protected Period.

(e) For purposes of this Agreement, “Protected Period” means the 24-month period beginning on and immediately following each and every Change in Control. “Cause” means any act by the Participant that is materially inimical to the best interests of the Company and that constitutes common law fraud, a felony or other gross malfeasance of duty on the part of the Participant. “Disability” means disabled within the meaning of Section 409A(a)(2)(C)(i) of the Code. “Good Reason” shall mean the occurrence of any of the following events, in each case, after the Participant has provided written notice to the Company within 60 days of the occurrence of such event and the Company has failed to cure the cause of such event within 60 days after the date of such written notice (and the Participant terminates employment within 60 days of the expiration of such cure period), except for the occurrence of such an event in connection with the termination or reassignment of the Participant’s employment by the Company or an Affiliate for Cause or for Disability:

(i) a material change in the Participant’s pay consisting of a 10% or more reduction in total cash compensation opportunity as in effect immediately prior to the Change in Control (unless such reduction is part of an across-the-board uniformly applied reduction affecting similarly situated executives of the Company); or

(ii) a significant diminution in the Participant’s authority and duties as in effect immediately prior to the Change of Control (excluding an isolated, insubstantial or inadvertent action not taken in bad faith that is remedied promptly by the Company after receiving notice); provided, however, that a change of the individual or officer to whom the Participant reports, in and of itself, would not constitute diminution; or

(iii) a change of the Participant’s principal work location of 50 or more miles from that immediately prior to the Change in Control.

4. Restrictions on Transfer. The Restricted Stock Units shall not be transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant and receive any property distributable with respect to the Restricted Stock Units upon the death of the Participant. Each right under this Agreement shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s legal representative. The Restricted Stock Units and any rights under this Agreement may not be sold, assigned, transferred, pledged, alienated, attached or otherwise encumbered and any purported sale, assignment, transfer, pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company or any Affiliate.

5. Income Tax Matters. In order to comply with all applicable federal, foreign, state or local income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, foreign, state or local payroll, withholding, income or other taxes, which are the sole and absolute responsibility of the Participant, are withheld or collected from the Participant. Upon vesting of the Restricted Stock Units and the lapse of the restrictions with respect to the Restricted Stock Units under the terms of this Award Agreement, the Participant shall be obligated to pay any applicable withholding taxes arising from such vesting and lapse of restrictions. Unless the Company receives an irrevocable written instruction, addressed to the attention of the Secretary of the Company, from the Participant prior to the date that the Restricted Stock Units vest and the restrictions lapse, the Company shall automatically withhold as payment the number of Shares of Common Stock, determined by the Fair Market Value, required to pay the applicable withholding taxes (but only to the extent necessary to satisfy minimum statutory withholding requirements if required under ASC Topic 718).

6. Securities Matters. No Shares of Common Stock shall be issued pursuant to this Agreement prior to such time as counsel to the Company shall have determined that the issuance of such shares will not violate any securities or other laws, rules or regulations. The Company shall not be required to deliver any Shares of Common Stock until the requirements of any applicable securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. In addition, the grant of these Restricted Stock Units and/or the delivery of any Shares of Common Stock under this Agreement are subject to the Company’s Executive and Key Manager Compensation Recovery Policy and any other clawback or compensation recovery policies the Company may adopt in the future.

7. Tax Consequences. The Participant agrees that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimize the Participant’s tax liabilities. The Participant will not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from the Restricted Stock Units or the Participant’s other compensation.

8. Adjustments. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company or other similar corporate transaction or event affects the Common Stock such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manner as it may deem equitable, in its sole discretion, adjust any or all of the number and type of shares subject to the Restricted Stock Units.

9. General Provisions.

(a) Section 409A. Notwithstanding the foregoing, to the extent that any payment due hereunder is (i) deferred compensation subject to Section 409A of the Code (“Section 409A”), and (ii) is payable to a specified employee (as that term is defined in Section 409A), and (iii) is payable on account of the specified employee’s separation from service (as that term is defined in Section 409A), payment of any part of such amount that would have been made during the six (6) months following the separation from service shall not then be paid but shall rather be paid on the first day of the seventh (7th) month following the separation from service.

(i)

For this purpose, specified employees shall be identified by the Company on a basis consistent with regulations issued under Section 409A, and consistently applied to all plans, programs, contracts, etc. maintained by the Company that are subject to Section 409A.

(ii)

For this purpose, “termination of employment” shall be defined as “separation from service” as that term is defined under Section 409A.

(iii)

To the extent that Section 409A is applicable to this Agreement, this Agreement shall be construed and administered to comply with the rules of Section 409A. Neither the Company nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the participant or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section.

(iv)

The rules of section 409A of the Code shall apply to this Agreement, and this Agreement shall be construed and administered accordingly. Notwithstanding the foregoing, neither the Company nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Agreement or on account of any failure to comply with any section of the Code.

(b) Interpretations. This Agreement is subject in all respects to the terms of the Plan. Terms used herein which are defined in the Plan shall have the respective meanings ascribed to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final and conclusive upon all parties in interest.

(c) No Right to Employment. The grant of the Restricted Stock Units shall not be construed as giving the Participant the right to be retained as an employee of the Company or any Affiliate. In addition, the Company or an Affiliate may at any time dismiss the Participant from employment, free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement or the Plan.

(d) Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.

(e) Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction under any law deemed to be applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law, or if it cannot be so construed or amended without, in the determination of the Committee, materially altering the purpose or intent of this Agreement, such provision shall be stricken as to such jurisdiction or this Agreement, and the remainder of this Agreement shall remain in full force and effect.

(f) Venue and Governing Law. The internal law, and not the law of conflicts, of the State of Minnesota will govern all questions concerning the validity, construction and effect of this Agreement. For purposes of any action, lawsuit or other proceedings brought to enforce the Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of Ramsey County, Minnesota, or the federal courts for the United States for the District of Minnesota, and no other courts, where this grant is made and/or to be performed.

(g) Addendum. Notwithstanding the provisions of this Agreement, the award shall be subject to any special terms and conditions for the Participant’s country set forth in the Addendum to this Agreement. To the extent any provision in the Addendum is inconsistent with a provision in the body of this Agreement, the provision in the Addendum shall prevail. Moreover, if the Participant relocates to one of the countries included in the Addendum, the terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

H.B. FULLER COMPANY

By:

Participant

Date:

Exhibit A

Performance Goals for the Performance Period

_____________, 20__ – ____________, 20__: ___%

Metric is a 3-year average of annual ROIC. Each year’s ROIC will be calculated according to the formula below and subject to adjustments for acquisitions, and those calculations will be averaged and assessed relative to the predetermined goal and range noted in the table below.

ROIC Performance	Payout (as % of Target)
Target + 2% [Superior]	200%
Target + 1.5%	175%
Target + 1%	150%
Target + 0.5%	125%
Target	100%
Target – 1%	75%
Target - 2% [Threshold]	50%
Less than threshold	0%

Performance between threshold and target and target and superior will be calculated on a pro rata basis. The level of achievement of the performance goal shall be determined by the Compensation Committee of the Board of Directors of the Company.

Definition of ROIC:

NOPAT¹

(Short-Term Debt + Long-Term Debt + Total Equity - Cash)²

Acquisitions will be treated as follows:

Timing	All Acquisitions
Year zero	For deals made Q1-Q4. Remove OI, purchase price and A&D
Year 1 (1^st full year)	Remove OI, purchase price and A&D
Year 2 (2^nd full year)	Remove OI, purchase price and A&D
Year 3 (3^rd full year)	Include OI and purchase price
Year 4 (4^th full year)	Include OI, purchase price and A&D

ROIC will be adjusted for divestitures based on timing and relevant impact.

¹ NOPAT = (Gross Profit – SG&A Expense + Other Income (Expense), net) * (1-Effective Tax Rate) + Income from Equity Investments

Includes adjustments as publicly disclosed in the Company’s quarterly earnings release. Also includes adjustments for any change in GAAP or in the application thereof that has occurred since the grant date.

Effective tax rate defined as (Adjusted Tax Expense / Adjusted Pretax Earnings)

² End-of-year metrics. Denominator also includes redeemable non-controlling interest

Exhibit 31.1

CERTIFICATION

I, Celeste B. Mastin, certify that:

1.	I have reviewed this report on Form 10-Q of H.B. Fuller Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-115(e) and 15d-115(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d–15(f)) for the registrant and have:

a.)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 27, 2025

/s/ Celeste B. Mastin

Celeste B. Mastin

President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, John J. Corkrean, certify that:

1.	I have reviewed this report on Form 10-Q of H.B. Fuller Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

a.)

b.)

c.)

d.)

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 27, 2025

/s/ John J. Corkrean

John J. Corkrean

Executive Vice President, Chief Financial Officer

Exhibit 32.1

CERTIFICATION

I, Celeste B. Mastin, in connection with the Quarterly Report of H.B. Fuller Company on Form 10-Q for the quarter ended March 1, 2025 (the “Report”), hereby certify that:

(a)

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), and

(b)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of H.B. Fuller Company.

Date: March 27, 2025

/s/ Celeste B. Mastin

Celeste B. Mastin

President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION

I, John J. Corkrean, in connection with the Quarterly Report of H.B. Fuller Company on Form 10-Q for the quarter ended March 1, 2025 (the “Report”), hereby certify that:

(a)

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), and

(b)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of H.B. Fuller Company.

Date: March 27, 2025

/s/ John J. Corkrean

John J. Corkrean

Executive Vice President, Chief Financial Officer

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 01, 2025	Mar. 21, 2025
Document Information [Line Items]
Entity Central Index Key	0000039368
Entity Registrant Name	FULLER H B CO
Amendment Flag	false
Current Fiscal Year End Date	--11-29
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 01, 2025
Document Transition Report	false
Entity File Number	001-09225
Entity Incorporation, State or Country Code	MN
Entity Tax Identification Number	41-0268370
Entity Address, Address Line One	1200 Willow Lake Boulevard
Entity Address, City or Town	St. Paul
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55110-5101
City Area Code	651
Local Phone Number	236-5900
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	FUL
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		54,192,774

Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 01, 2025	Mar. 02, 2024
Net revenue	$ 788,663	$ 810,419
Cost of sales	(561,588)	(571,182)
Gross profit	227,075	239,237
Selling, general and administrative expenses	(180,628)	(172,362)
Other Operating Income (Expense), Net	3,207	1,501
Interest expense	(32,042)	(31,901)
Interest income	1,100	1,307
Income before income taxes and income from equity method investments	18,712	37,782
Income taxes	(5,945)	(7,814)
Income from equity method investments	497	1,044
Net income including non-controlling interest	13,264	31,012
Net loss (income) attributable to non-controlling interest	(16)	(21)
Net income attributable to H.B. Fuller	$ 13,248	$ 30,991
Earnings per share attributable to H.B. Fuller common stockholders:
Basic (in dollars per share)	$ 0.24	$ 0.57
Diluted (in dollars per share)	$ 0.24	$ 0.55
Weighted-average common shares outstanding:
Basic (in shares)	54,998	54,702
Diluted (in shares)	56,029	56,573

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

Mar. 01, 2025

Mar. 02, 2024

Net income including non-controlling interest

$ 13,264

$ 31,012

Other comprehensive loss

Foreign currency translation

(20,986)

(19,362)

Defined benefit pension plans adjustment, net of tax

130

2,119

Other comprehensive loss

(15,009)

(15,918)

Comprehensive (loss) income

(1,745)

15,094

Less: Comprehensive income attributable to non-controlling interest

Comprehensive (loss) income attributable to H.B. Fuller

(1,778)

15,082

Interest Rate Swap [Member]

Other comprehensive loss

Derivatives, net of tax

^[1]

(1,147)

(2,465)

Net Investment Hedges [Member]

Other comprehensive loss

Derivatives, net of tax

$ 6,994

$ 3,790

[1]	Amounts reclassified from accumulated other comprehensive loss into earnings is reported in other income, net.

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 01, 2025	Nov. 30, 2024
Current assets:
Cash and cash equivalents	$ 105,743	$ 169,352
Trade receivables (net of allowances of $10,222 and $11,621, as of March 1, 2025 and November 30, 2024, respectively)	525,496	558,336
Inventories	468,323	467,498
Other current assets	114,588	104,019
Total current assets	1,214,150	1,299,205
Property, plant and equipment	1,794,291	1,864,558
Accumulated depreciation	(950,290)	(982,631)
Property, plant and equipment, net	844,001	881,927
Goodwill	1,624,347	1,532,221
Other intangibles, net	834,515	770,226
Other assets	443,893	449,665
Total assets	4,960,906	4,933,244
Current liabilities
Notes payable	578	587
Accounts Payable, Current	450,401	491,435
Accrued compensation	67,271	106,005
Income taxes payable	15,986	24,225
Other accrued expenses	80,588	97,038
Total current liabilities	614,824	719,290
Long-term debt	2,179,419	2,010,052
Accrued pension liabilities	51,986	51,755
Other Liabilities, Noncurrent	336,316	322,299
Total liabilities	3,182,545	3,103,396
Commitments and contingencies (Note 13)
H.B. Fuller stockholders' equity:
Preferred stock (no shares outstanding) shares authorized – 10,045,900	0	0
Common stock, par value $1.00 per share, shares authorized – 160,000,000, shares outstanding – 54,189,516 and 54,657,103 as of March 1, 2025 and November 30, 2024, respectively	54,190	54,657
Additional paid-in capital	285,646	322,636
Retained earnings	1,925,724	1,924,761
Accumulated other comprehensive loss	(488,421)	(473,395)
Total H.B. Fuller stockholders' equity	1,777,139	1,828,659
Non-controlling interest	1,222	1,189
Total equity	1,778,361	1,829,848
Total liabilities, non-controlling interest and total equity	$ 4,960,906	$ 4,933,244

Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Mar. 01, 2025	Nov. 30, 2024
Trade receivables, allowances	$ 10,222	$ 11,621
Preferred stock, shares authorized (in shares)	10,045,900	10,045,900
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, shares authorized (in shares)	160,000,000	160,000,000
Common stock, shares outstanding (in shares)	54,189,516	54,657,103

Consolidated Statements of Total Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 02, 2023	$ 54,093	$ 301,485	$ 1,842,507	$ (442,880)	$ 708	$ 1,755,913
Comprehensive income (loss)	0	0	30,991	(15,909)	12	15,094
Dividends	0	0	(11,246)	0	0	(11,246)
Stock option exercises	200	8,777	0	0	0	8,977
Share-based compensation plans and other, net	225	5,490	0	0	0	5,715
Repurchases of common stock	(80)	(6,128)	0	0	0	(6,208)
Balance at Mar. 02, 2024	54,438	309,624	1,862,252	(458,789)	720	1,768,245
Balance at Nov. 30, 2024	54,657	322,636	1,924,761	(473,395)	1,189	1,829,848
Comprehensive income (loss)	0	0	13,248	(15,026)	33	(1,745)
Dividends	0	0	(12,285)	0	0	(12,285)
Stock option exercises	33	1,351	0	0	0	1,384
Share-based compensation plans and other, net	229	5,307	0	0	0	5,536
Repurchases of common stock	(729)	(43,648)	0	0	0	(44,377)
Balance at Mar. 01, 2025	$ 54,190	$ 285,646	$ 1,925,724	$ (488,421)	$ 1,222	$ 1,778,361

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 01, 2025	Mar. 02, 2024
Cash flows from operating activities:
Net income including non-controlling interest	$ 13,264	$ 31,012
Adjustments to reconcile net income including non-controlling interest to net cash (used in) provided by operating activities:
Depreciation	21,717	23,168
Amortization	20,880	20,355
Deferred income taxes	5,837	(5,658)
Income from equity method investments, net of dividends received	(497)	(1,044)
Loss on the sale of a business	1,515	0
Gain on sale or disposal of assets	(46)	(86)
Share-based compensation	4,708	5,088
Change in assets and liabilities, net of effects of acquisitions:
Trade receivables, net	13,900	56,886
Inventories	(27,122)	(50,189)
Other assets	(295)	(9,064)
Trade payables	(14,272)	27,640
Accrued compensation	(37,913)	(31,862)
Other accrued expenses	(11,959)	(12,040)
Income taxes payable	(21,854)	(5,121)
Accrued / prepaid pensions	(1,988)	(2,126)
Other liabilities	(311)	(399)
Foreign currency remeasurement	18,471	(791)
Net cash (used in) provided by operating activities	(52,907)	47,351
Cash flows from investing activities:
Purchased property, plant and equipment	(32,984)	(43,293)
Purchased businesses, net of cash acquired	(162,032)	0
Purchase of cost method investment	(2,549)	0
Proceeds from sale of property, plant and equipment	477	568
Proceeds from the sale of a business	75,727	0
Net cash used in investing activities	(121,361)	(42,725)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	526,300	195,000
Repayment of long-term debt	(359,535)	(203,250)
Net payment of notes payable	(164)	(276)
Dividends paid	(12,193)	(11,151)
Proceeds from stock options exercised	1,384	8,977
Repurchases of common stock	(44,377)	(6,208)
Net cash provided by (used in) financing activities	111,415	(16,908)
Effect of exchange rate changes on cash and cash equivalents	(756)	(1,922)
Net change in cash and cash equivalents	(63,609)	(14,204)
Cash and cash equivalents at beginning of period	169,352	179,453
Cash and cash equivalents at end of period	$ 105,743	$ 165,249

Note 1 - Basis of Presentation

3 Months Ended

Mar. 01, 2025

Notes to Financial Statements

Business Description and Accounting Policies [Text Block]

Note 1: Basis of Presentation

Overview

New Accounting Pronouncements

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

Supplier Finance Program

Note 2 - Acquisitions and Divestiture

3 Months Ended

Mar. 01, 2025

Notes to Financial Statements

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

Note 2: Acquisitions and Divestiture

ND Industries Asia, Inc.

GEM S.r.l.

Medifill Limited

HS Butyl Limited

ND Industries, Inc.

The following table summarizes the fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:

	*Amounts*
Current assets	$	17,085
Property, plant and equipment		26,044
Goodwill		81,268
Other intangibles
Customer relationships		110,100
Trademarks/trade names		8,700
Technology		13,600
Other assets		13
Current liabilities		(2,773	)
Total	$	254,037

All acquisitions, individually and in the aggregate, are not material and therefore pro forma financial information is not provided.

Divestiture

North America Flooring

Note 3 - Restructuring Actions

3 Months Ended

Mar. 01, 2025

Notes to Financial Statements

Restructuring and Related Activities Disclosure [Text Block]

Note 3: Restructuring Actions

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

	*Three Months Ended*
	*March 1, 2025*		*March 2, 2024*
Cost of sales	$	2,954	$	2,915
Selling, general and administrative		557		1,165
	$	3,511	$	4,080

The restructuring charges are all 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 December 2, 2023	$	11,723		$	-		$	-		$	11,723
Expenses incurred		13,477			4,673			3,936			22,086
Non-cash charges		-			(4,673	)		(3,925	)		(8,598	)
Cash payments		(16,427	)		-			(11	)		(16,438	)
Foreign currency translation		(343	)		-			-			(343	)
Balance at November 30, 2024	$	8,430		$	-		$	-		$	8,430
Expenses incurred		877			(24	)		2,658			3,511
Non-cash charges		-			24			(136	)		(112	)
Cash payments		(4,542	)		-			(2,522	)		(7,064	)
Foreign currency translation		(130	)		-			-			(130	)
Balance at March 1, 2025	$	4,635		$	-		$	-		$	4,635

Note 4 - Inventories

3 Months Ended

Mar. 01, 2025

Notes to Financial Statements

Inventory Disclosure [Text Block]

Note 4: Inventories

The composition of inventories is as follows:

	*March 1,*		*November 30,*
	*2025*		*2024*
Raw materials	$	213,651	$	215,936
Finished goods		254,672		251,562
Total inventories	$	468,323	$	467,498

Note 5 - Goodwill and Other Intangible Assets

3 Months Ended

Mar. 01, 2025

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

Note 5: Goodwill and Other Intangible Assets

The goodwill activity by reportable segment for the three months ended March 1, 2025 is presented below:

Hygiene, Health

Building

and Consumable

Engineering

Adhesive

Adhesives

Solutions

Total

Balance at November 30, 2024

399,513

581,344

551,364

1,532,221

Acquisitions

99,601

969

(421

)

100,149

Foreign currency translation effect

(2,353

)

(4,893

)

(777

)

(8,023

)

Balance at March 1, 2025

496,761

577,420

550,166

1,624,347

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

March 1, 2025

Purchased

Technology

Customer

Amortizable Intangible Assets

and Patents

Relationships

Trade Names

Other

Total

Original cost

202,237

978,972

78,104

10,103

1,269,416

Accumulated amortization

(38,857

)

(360,415

)

(28,882

)

(7,199

)

(435,353

)

Net identifiable intangibles

163,380

618,557

49,222

2,904

834,063

	*November 30, 2024*
	*Purchased*
	*Technology*			*Customer*
Amortizable Intangible Assets	*and Patents*			*Relationships*			*Trade Names*			*Other*			*Total*
Original cost	$	145,313		$	1,063,210		$	67,280		$	10,031		$	1,285,834
Impairment	$	(343	)	$	(5,616	)	$	(150	)				$	(6,109	)
Accumulated amortization		(55,398	)		(418,805	)		(28,745	)		(7,012	)		(509,960	)
Net identifiable intangibles	$	89,572		$	638,789		$	38,385		$	3,019		$	769,765

Amortization expense with respect to amortizable intangible assets was $20,880 and $20,355 for the three months ended March 1, 2025 and March 2, 2024, 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	*2025*		*2026*		*2027*		*2028*		*2029*		*Thereafter*
Amortization expense	$	71,053	$	96,731	$	95,418	$	96,532	$	91,845	$	382,484

Note 6 - Components of Net Periodic Benefit Related to Pension and Other Postretirement Benefit Plans

3 Months Ended

Mar. 01, 2025

Notes to Financial Statements

Retirement Benefits [Text Block]

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

	*Three Months Ended March 1, 2025 and March 2, 2024*
													*Other*
	*Pension Benefits*												*Postretirement*
	*U.S. Plans*						*Non-U.S. Plans*						*Benefits*
Net periodic (benefit) cost:	*2025*			*2024*			*2025*			*2024*			*2025*			*2024*
Service cost	$	-		$	-		$	368		$	350		$	-		$	-
Interest cost		3,242			3,464			1,442			1,569			249			291
Expected return on assets		(5,717	)		(6,555	)		(1,624	)		(1,637	)		(3,484	)		(2,727	)
Amortization:
Prior service cost		-			-			28			16			-			-
Actuarial loss		1,953			1,159			475			513			(2,277	)		-
Net periodic (benefit) cost	$	(522	)	$	(1,932	)	$	689		$	811		$	(5,512	)	$	(2,436	)

Note 7 - Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Mar. 01, 2025

Notes to Financial Statements

Accumulated Other Comprehensive Income (Loss) Disclosure [Text Block]

Note 7: Accumulated Other Comprehensive Income (Loss)

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

	*Three Months Ended March 1, 2025*											*Three Months Ended March 2, 2024*
										*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							$	13,248		$	16							$	30,991		$	21
Foreign currency translation¹	$	(21,003	)	$	-			(21,003	)		17	$	(19,353	)	$	-			(19,353	)		(9	)
Defined benefit pension plans adjustment²		179			(49	)		130			-		2,821			(702	)		2,119			-
Interest rate swaps³		(1,516	)		369			(1,147	)		-		(3,276	)		811			(2,465	)		-
Net investment hedges³		9,244			(2,250	)		6,994			-		5,025			(1,235	)		3,790			-
Other comprehensive (loss) income	$	(13,096	)	$	(1,930	)	$	(15,026	)	$	17	$	(14,783	)	$	(1,126	)	$	(15,909	)	$	(9	)
Comprehensive (loss) income							$	(1,778	)	$	33							$	15,082		$	12

The components of accumulated other comprehensive loss are as follows:

March 1, 2025

Non-

H.B. Fuller

controlling

Total

Stockholders

Interest

Foreign currency translation adjustment

(343,204

)

(342,801

)

(403

)

Defined benefit pension plans adjustment, net of taxes of $65,725

(88,901

)

(88,901

)

Interest rate swap, net of taxes of $4,378

(7,891

)

(7,891

)

Net investment hedges, net of taxes of $19,130

(30,487

)

(30,487

)

Reclassification of AOCI tax effects

(18,341

)

(18,341

)

Accumulated other comprehensive loss

(488,824

)

(488,421

)

(403

)

	*November 30, 2024*
							*Non-*
				*H.B. Fuller*			*controlling*
	*Total*			*Stockholders*			*Interest*
Foreign currency translation adjustment	$	(322,184	)	$	(321,798	)	$	(386	)
Defined benefit pension plans adjustment, net of taxes of $54,545		(89,031	)		(89,031	)		-
Interest rate swap, net of taxes of $2,169		(6,744	)		(6,744	)		-
Net investment hedges, net of taxes of $12,056		(37,481	)		(37,481	)		-
Reclassification of AOCI tax effects		(18,341	)		(18,341	)		-
Accumulated other comprehensive loss	$	(473,781	)	$	(473,395	)	$	(386	)

Note 8 - Income Taxes

3 Months Ended

Mar. 01, 2025

Notes to Financial Statements

Income Tax Disclosure [Text Block]

Note 8: Income Taxes

Note 9 - Earnings Per Share

3 Months Ended

Mar. 01, 2025

Notes to Financial Statements

Earnings Per Share [Text Block]

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*
	*March 1,*		*March 2,*
(Shares in thousands)	*2025*		*2024*
Weighted-average common shares - basic		54,998		54,702
Equivalent shares from share-based compensations plans		1,031		1,871
Weighted-average common and common equivalent shares diluted		56,029		56,573

Note 10 - Financial Instruments

3 Months Ended

Mar. 01, 2025

Notes to Financial Statements

Derivative Instruments and Hedging Activities Disclosure [Text Block]

Note 10: Financial Instruments

Overview

Cash Flow Hedges

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

	*Three Months Ended*
	*March 1, 2025*			*March 2, 2024*
Interest rate swap contracts		(1,516	)		(3,276	)

Fair Value Hedges

Net Investment Hedges

Derivatives Not Designated as Hedging Instruments

Note 11 - Fair Value Measurements

3 Months Ended

Mar. 01, 2025

Notes to Financial Statements

Fair Value Disclosures [Text Block]

Note 11: Fair Value Measurements

Overview

	●	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.

Balances Measured at Fair Value on a Recurring Basis

	*March 1,*		*Fair Value Measurements Using:*
Description	*2025*		*Level 1*		*Level 2*		*Level 3*
Assets:
Marketable securities	$	8,164	$	8,164	$	-	$	-
Foreign exchange contract assets		2,294		-		2,294		-
Interest rate swaps, cash flow hedge assets		38		-		38		-

Liabilities:
Foreign exchange contract liabilities	$	2,254	$	-		2,254	$	-
Interest rate swaps, cash flow hedge liabilities		639				639
Interest rate swaps, fair value hedge liabilities		30,396		-		30,396		-
Net investment hedge liabilities		40,299		-		40,299		-

	*November 30,*		*Fair Value Measurements Using:*
Description	*2024*		*Level 1*		*Level 2*		*Level 3*
Assets:
Marketable securities	$	8,584	$	8,584	$	-	$	-
Foreign exchange contract assets		2,147		-		2,147		-
Interest rate swaps, cash flow hedge assets		1,781		-		1,781		-

Liabilities:
Foreign exchange contract liabilities	$	7,074	$	-	$	7,074	$	-
Interest rate swaps, cash flow hedge liabilities		265		-		265
Interest rate swaps, fair value hedge liabilities		32,775		-		32,775
Net investment hedge liabilities		51,871		-		51,871		-

Balances Measured at Fair Value on a Nonrecurring Basis

See Note 2 for further discussion regarding our acquisitions.

Balances Disclosed at Fair Value

Note 12 - Commitments and Contingencies

3 Months Ended

Mar. 01, 2025

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

Note 12: Commitments and Contingencies

Environmental Matters

Other Legal Proceedings

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

	*Three Months Ended*				*3 Years Ended*
	*March 1, 2025*		*March 2, 2024*		*November 30, 2024*
Lawsuits and claims settled		2		4		25
Settlement amounts	$	4	$	705	$	5,704
Insurance payments received or expected to be received	$	2	$	519	$	3,418

Note 13 - Share Repurchase Program

3 Months Ended

Mar. 01, 2025

Notes to Financial Statements

Equity [Text Block]

Note 13: Share Repurchase Program

Note 14 - Segments

3 Months Ended

Mar. 01, 2025

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

Note 14: Segments

The table below provides certain information regarding net revenue and operating income (loss) for each of our operating segments.

	*Three Months Ended*
	*March 1, 2025*					*March 2, 2024*
	*Net*		*Operating*			*Net*		*Operating*
	*Revenue*		*Income (Loss)*			*Revenue*		*Income (Loss)*
Hygiene, Health and Consumable Adhesives	$	368,225	$	29,949		$	368,078	$	47,393
Engineering Adhesives		236,758		28,051			226,075		25,820
Building Adhesive Solutions		183,680		6,577			179,666		7,139
Total segment	$	788,663	$	64,577		$	773,819	$	80,352
Corporate Unallocated		-		(18,130	)		36,600		(13,477	)
Total	$	788,663	$	46,447		$	810,419	$	66,875

The table below provides a reconciliation of operating income to income before income taxes and income from equity method investments:

	*Three Months Ended*
	*March 1,*			*March 2,*
	*2025*			*2024*
Operating income	$	46,447		$	66,875
Other income, net		3,207			1,501
Interest expense		(32,042	)		(31,901	)
Interest income		1,100			1,307
Income before income taxes and income from equity method investments	$	18,712		$	37,782

The table below provides total assets as of November 30, 2024, restated for our new operating segments:

	November 30,
	2024
Hygiene, Health and Consumable Adhesives	$	1,610,902
Engineering Adhesives		1,533,675
Building Adhesive Solutions		1,239,527
Corporate		549,140
Total	$	4,933,244

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 March 1, 2025

Hygiene, Health

Building

and Consumable

Engineering

Adhesive

Corporate

Adhesives

Solutions

Unallocated

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

	*Three Months Ended March 2, 2024*

	*Hygiene, Health*				*Building*
	*and Consumable*		*Engineering*		*Adhesive*		*Corporate*
	*Adhesives*		*Adhesives*		*Solutions*		*Unallocated*		*Total*

Americas	$	217,386	$	88,075	$	89,240	$	36,600	$	431,301
EIMEA		103,253		54,533		76,580		-		234,366
Asia Pacific		47,439		83,467		13,846		-		144,752
Total	$	368,078	$	226,075	$	179,666	$	36,600	$	810,419

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 01, 2025
Trading Arrangements, by Individual [Table]
Material Terms of Trading Arrangement [Text Block]	Item 5. Other Information *Rule 10b5-1 Plan Adoptions and Modifications* None.
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Note 2 - Acquisitions and Divestiture (Tables)

3 Months Ended

Mar. 01, 2025

Notes Tables

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

	*Amounts*
Current assets	$	17,085
Property, plant and equipment		26,044
Goodwill		81,268
Other intangibles
Customer relationships		110,100
Trademarks/trade names		8,700
Technology		13,600
Other assets		13
Current liabilities		(2,773	)
Total	$	254,037

Note 3 - Restructuring Actions (Tables)

3 Months Ended

Mar. 01, 2025

Notes Tables

Restructuring and Related Costs [Table Text Block]

	*Three Months Ended*
	*March 1, 2025*		*March 2, 2024*
Cost of sales	$	2,954	$	2,915
Selling, general and administrative		557		1,165
	$	3,511	$	4,080

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

	*Employee-Related*			*Asset-Related*			*Other*			*Total*
Balance at December 2, 2023	$	11,723		$	-		$	-		$	11,723
Expenses incurred		13,477			4,673			3,936			22,086
Non-cash charges		-			(4,673	)		(3,925	)		(8,598	)
Cash payments		(16,427	)		-			(11	)		(16,438	)
Foreign currency translation		(343	)		-			-			(343	)
Balance at November 30, 2024	$	8,430		$	-		$	-		$	8,430
Expenses incurred		877			(24	)		2,658			3,511
Non-cash charges		-			24			(136	)		(112	)
Cash payments		(4,542	)		-			(2,522	)		(7,064	)
Foreign currency translation		(130	)		-			-			(130	)
Balance at March 1, 2025	$	4,635		$	-		$	-		$	4,635

Note 4 - Inventories (Tables)

3 Months Ended

Mar. 01, 2025

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	*March 1,*		*November 30,*
	*2025*		*2024*
Raw materials	$	213,651	$	215,936
Finished goods		254,672		251,562
Total inventories	$	468,323	$	467,498

Note 5 - Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 01, 2025

Notes Tables

Schedule of Goodwill [Table Text Block]

Hygiene, Health

Building

and Consumable

Engineering

Adhesive

Adhesives

Solutions

Total

Balance at November 30, 2024

399,513

581,344

551,364

1,532,221

Acquisitions

99,601

969

(421

)

100,149

Foreign currency translation effect

(2,353

)

(4,893

)

(777

)

(8,023

)

Balance at March 1, 2025

496,761

577,420

550,166

1,624,347

Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block]

March 1, 2025

Purchased

Technology

Customer

Amortizable Intangible Assets

and Patents

Relationships

Trade Names

Other

Total

Original cost

202,237

978,972

78,104

10,103

1,269,416

Accumulated amortization

(38,857

)

(360,415

)

(28,882

)

(7,199

)

(435,353

)

Net identifiable intangibles

163,380

618,557

49,222

2,904

834,063

	*November 30, 2024*
	*Purchased*
	*Technology*			*Customer*
Amortizable Intangible Assets	*and Patents*			*Relationships*			*Trade Names*			*Other*			*Total*
Original cost	$	145,313		$	1,063,210		$	67,280		$	10,031		$	1,285,834
Impairment	$	(343	)	$	(5,616	)	$	(150	)				$	(6,109	)
Accumulated amortization		(55,398	)		(418,805	)		(28,745	)		(7,012	)		(509,960	)
Net identifiable intangibles	$	89,572		$	638,789		$	38,385		$	3,019		$	769,765

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

	*Remainder*
Fiscal Year	*2025*		*2026*		*2027*		*2028*		*2029*		*Thereafter*
Amortization expense	$	71,053	$	96,731	$	95,418	$	96,532	$	91,845	$	382,484

Note 6 - Components of Net Periodic Benefit Related to Pension and Other Postretirement Benefit Plans (Tables)

3 Months Ended

Mar. 01, 2025

Notes Tables

Schedule of Net Benefit Costs [Table Text Block]

	*Three Months Ended March 1, 2025 and March 2, 2024*
													*Other*
	*Pension Benefits*												*Postretirement*
	*U.S. Plans*						*Non-U.S. Plans*						*Benefits*
Net periodic (benefit) cost:	*2025*			*2024*			*2025*			*2024*			*2025*			*2024*
Service cost	$	-		$	-		$	368		$	350		$	-		$	-
Interest cost		3,242			3,464			1,442			1,569			249			291
Expected return on assets		(5,717	)		(6,555	)		(1,624	)		(1,637	)		(3,484	)		(2,727	)
Amortization:
Prior service cost		-			-			28			16			-			-
Actuarial loss		1,953			1,159			475			513			(2,277	)		-
Net periodic (benefit) cost	$	(522	)	$	(1,932	)	$	689		$	811		$	(5,512	)	$	(2,436	)

Note 7 - Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 01, 2025

Notes Tables

Comprehensive Income (Loss) [Table Text Block]

	*Three Months Ended March 1, 2025*											*Three Months Ended March 2, 2024*
										*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							$	13,248		$	16							$	30,991		$	21
Foreign currency translation¹	$	(21,003	)	$	-			(21,003	)		17	$	(19,353	)	$	-			(19,353	)		(9	)
Defined benefit pension plans adjustment²		179			(49	)		130			-		2,821			(702	)		2,119			-
Interest rate swaps³		(1,516	)		369			(1,147	)		-		(3,276	)		811			(2,465	)		-
Net investment hedges³		9,244			(2,250	)		6,994			-		5,025			(1,235	)		3,790			-
Other comprehensive (loss) income	$	(13,096	)	$	(1,930	)	$	(15,026	)	$	17	$	(14,783	)	$	(1,126	)	$	(15,909	)	$	(9	)
Comprehensive (loss) income							$	(1,778	)	$	33							$	15,082		$	12

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

March 1, 2025

Non-

H.B. Fuller

controlling

Total

Stockholders

Interest

Foreign currency translation adjustment

(343,204

)

(342,801

)

(403

)

Defined benefit pension plans adjustment, net of taxes of $65,725

(88,901

)

(88,901

)

Interest rate swap, net of taxes of $4,378

(7,891

)

(7,891

)

Net investment hedges, net of taxes of $19,130

(30,487

)

(30,487

)

Reclassification of AOCI tax effects

(18,341

)

(18,341

)

Accumulated other comprehensive loss

(488,824

)

(488,421

)

(403

)

	*November 30, 2024*
							*Non-*
				*H.B. Fuller*			*controlling*
	*Total*			*Stockholders*			*Interest*
Foreign currency translation adjustment	$	(322,184	)	$	(321,798	)	$	(386	)
Defined benefit pension plans adjustment, net of taxes of $54,545		(89,031	)		(89,031	)		-
Interest rate swap, net of taxes of $2,169		(6,744	)		(6,744	)		-
Net investment hedges, net of taxes of $12,056		(37,481	)		(37,481	)		-
Reclassification of AOCI tax effects		(18,341	)		(18,341	)		-
Accumulated other comprehensive loss	$	(473,781	)	$	(473,395	)	$	(386	)

Note 9 - Earnings Per Share (Tables)

3 Months Ended

Mar. 01, 2025

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	*Three Months Ended*
	*March 1,*		*March 2,*
(Shares in thousands)	*2025*		*2024*
Weighted-average common shares - basic		54,998		54,702
Equivalent shares from share-based compensations plans		1,031		1,871
Weighted-average common and common equivalent shares diluted		56,029		56,573

Note 10 - Financial Instruments (Tables)

3 Months Ended

Mar. 01, 2025

Notes Tables

Derivative Instruments, Gain (Loss) [Table Text Block]

	*Three Months Ended*
	*March 1, 2025*			*March 2, 2024*
Interest rate swap contracts		(1,516	)		(3,276	)

Note 11 - Fair Value Measurements (Tables)

3 Months Ended

Mar. 01, 2025

Notes Tables

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	*March 1,*		*Fair Value Measurements Using:*
Description	*2025*		*Level 1*		*Level 2*		*Level 3*
Assets:
Marketable securities	$	8,164	$	8,164	$	-	$	-
Foreign exchange contract assets		2,294		-		2,294		-
Interest rate swaps, cash flow hedge assets		38		-		38		-

Liabilities:
Foreign exchange contract liabilities	$	2,254	$	-		2,254	$	-
Interest rate swaps, cash flow hedge liabilities		639				639
Interest rate swaps, fair value hedge liabilities		30,396		-		30,396		-
Net investment hedge liabilities		40,299		-		40,299		-

	*November 30,*		*Fair Value Measurements Using:*
Description	*2024*		*Level 1*		*Level 2*		*Level 3*
Assets:
Marketable securities	$	8,584	$	8,584	$	-	$	-
Foreign exchange contract assets		2,147		-		2,147		-
Interest rate swaps, cash flow hedge assets		1,781		-		1,781		-

Liabilities:
Foreign exchange contract liabilities	$	7,074	$	-	$	7,074	$	-
Interest rate swaps, cash flow hedge liabilities		265		-		265
Interest rate swaps, fair value hedge liabilities		32,775		-		32,775
Net investment hedge liabilities		51,871		-		51,871		-

Note 12 - Commitments and Contingencies (Tables)

3 Months Ended

Mar. 01, 2025

Notes Tables

Schedule of Loss Contingencies by Contingency [Table Text Block]

	*Three Months Ended*				*3 Years Ended*
	*March 1, 2025*		*March 2, 2024*		*November 30, 2024*
Lawsuits and claims settled		2		4		25
Settlement amounts	$	4	$	705	$	5,704
Insurance payments received or expected to be received	$	2	$	519	$	3,418

Note 14 - Segments (Tables)

3 Months Ended

Mar. 01, 2025

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	*Three Months Ended*
	*March 1, 2025*					*March 2, 2024*
	*Net*		*Operating*			*Net*		*Operating*
	*Revenue*		*Income (Loss)*			*Revenue*		*Income (Loss)*
Hygiene, Health and Consumable Adhesives	$	368,225	$	29,949		$	368,078	$	47,393
Engineering Adhesives		236,758		28,051			226,075		25,820
Building Adhesive Solutions		183,680		6,577			179,666		7,139
Total segment	$	788,663	$	64,577		$	773,819	$	80,352
Corporate Unallocated		-		(18,130	)		36,600		(13,477	)
Total	$	788,663	$	46,447		$	810,419	$	66,875

Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]

	*Three Months Ended*
	*March 1,*			*March 2,*
	*2025*			*2024*
Operating income	$	46,447		$	66,875
Other income, net		3,207			1,501
Interest expense		(32,042	)		(31,901	)
Interest income		1,100			1,307
Income before income taxes and income from equity method investments	$	18,712		$	37,782

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

	November 30,
	2024
Hygiene, Health and Consumable Adhesives	$	1,610,902
Engineering Adhesives		1,533,675
Building Adhesive Solutions		1,239,527
Corporate		549,140
Total	$	4,933,244

Disaggregation of Revenue [Table Text Block]

Three Months Ended March 1, 2025

Hygiene, Health

Building

and Consumable

Engineering

Adhesive

Corporate

Adhesives

Solutions

Unallocated

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

	*Three Months Ended March 2, 2024*

	*Hygiene, Health*				*Building*
	*and Consumable*		*Engineering*		*Adhesive*		*Corporate*
	*Adhesives*		*Adhesives*		*Solutions*		*Unallocated*		*Total*

Americas	$	217,386	$	88,075	$	89,240	$	36,600	$	431,301
EIMEA		103,253		54,533		76,580		-		234,366
Asia Pacific		47,439		83,467		13,846		-		144,752
Total	$	368,078	$	226,075	$	179,666	$	36,600	$	810,419

Note 1 - Basis of Presentation (Details Textual) - USD ($) $ in Thousands	Mar. 01, 2025	Nov. 30, 2024
Supplier Finance Program, Obligation	$ 3,478	$ 5,233
Supplier Finance Program, Obligation, Statement of Financial Position [Extensible Enumeration]	Accounts Payable, Current

Note 2 - Acquisitions and Divestiture (Details Textual) € in Thousands, £ in Thousands, $ in Thousands										3 Months Ended		9 Months Ended
	Feb. 15, 2025 USD ($)	Feb. 15, 2025 TWD ($)	Jan. 15, 2025 USD ($)	Jan. 15, 2025 EUR (€)	Dec. 02, 2024 USD ($)	Dec. 02, 2024 EUR (€)	Aug. 05, 2024 USD ($)	Aug. 05, 2024 GBP (£)	May 20, 2024 USD ($)	Mar. 01, 2025 USD ($)	Mar. 02, 2024 USD ($)	Aug. 31, 2024	Nov. 30, 2024 USD ($)
Goodwill										$ 1,624,347,000			$ 1,532,221,000
Proceeds from Divestiture of Businesses										$ 75,727,000	$ 0
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]										Other income, net
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] \| North America Flooring [Member]
Proceeds from Divestiture of Businesses					$ 75,727,000
Disposal Group, Including Discontinued Operation, Assets (Liabilities), Net					77,242,000
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal										$ (1,515,000)
Engineering Adhesives [Member]
Goodwill										577,420,000			$ 581,344,000
ND Industries Asia, Inc. ("ND Industries Taiwan") [Member]
Payments to Acquire Businesses, Gross	$ 8,160,000	$ 266,960
Business Combination, Contingent Consideration, Liability		$ 5,978
Goodwill										969,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill										3,754,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Assets (Liabilities), Net										3,437,000
GEM [Member]
Payments to Acquire Businesses, Gross			$ 147,886,000	€ 144,041
Goodwill										59,460,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill										95,791,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Assets (Liabilities), Net										(7,365,000)
Payments to Acquire Businesses, Holdback Amount \| €				€ 30,000
Business Acquisition, Holdback Amount, Number of Tranches			3	3
Business Acquisition, Holdback Amount, Percentage of Tranche			33.33%	33.33%
Business Acquisition, Holdback Period (Year)			1 year	1 year
Medifill Limited [Member]
Goodwill										40,141,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Assets (Liabilities), Net										11,111
Business Combination, Consideration Transferred					$ 51,252,000	€ 49,919
HS Butyl Limited [Member]
Goodwill										2,812,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill										6,974,000
Payments to Acquire Businesses, Holdback Amount \| £								£ 2,700
Business Combination, Consideration Transferred							$ 23,180,000	£ 18,148
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets										$ 13,394,000
ND Industries [Member]
Goodwill									$ 81,268,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets									13,000
ND Industries [Member] \| Technology [Member]
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year)												15 years
ND Industries [Member] \| Customer Relationships [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill									110,100,000
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year)												13 years
ND Industries [Member] \| Trademarks and Trade Names [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill									8,700,000
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year)												10 years
ND Industries [Member] \| Engineering Adhesives [Member]
Business Combination, Consideration Transferred									254,037,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets									$ 81,268,000

Note 2 - Acquisitions and Divestiture - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 01, 2025	Nov. 30, 2024	May 20, 2024
Goodwill	$ 1,624,347	$ 1,532,221
ND Industries [Member]
Current assets			$ 17,085
Property, plant and equipment			26,044
Goodwill			81,268
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets			13
Current liabilities			(2,773)
Total			254,037
ND Industries [Member] \| Customer Relationships [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill			110,100
ND Industries [Member] \| Trademarks and Trade Names [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill			8,700
ND Industries [Member] \| Technology-Based Intangible Assets [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill			$ 13,600

Note 3 - Restructuring Actions (Details Textual) $ in Millions	Mar. 01, 2025 USD ($)
Employee Severance [Member]
Restructuring and Related Cost, Expected Cost	$ 60
Other Restructuring [Member]
Restructuring and Related Cost, Expected Cost	$ 65

Note 3 - Restructuring Actions - Restructuring Charges (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 01, 2025	Mar. 02, 2024	Nov. 30, 2024
Expenses incurred	$ 3,511	$ 4,080	$ 22,086
Cost of Sales [Member]
Expenses incurred	2,954	2,915
Selling, General and Administrative Expenses [Member]
Expenses incurred	$ 557	$ 1,165

Note 3 - Restructuring Actions - Restructuring Charges (Details) (Parentheticals)	3 Months Ended
	Mar. 01, 2025	Mar. 02, 2024
Cost of Sales [Member]
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of Revenue	Cost of Revenue
Selling, General and Administrative Expenses [Member]
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]	Selling, General and Administrative Expense	Selling, General and Administrative Expense

Note 3 - Restructuring Actions - Restructuring Reserve (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 01, 2025	Mar. 02, 2024	Nov. 30, 2024
Balance	$ 8,430	$ 11,723	$ 11,723
Expenses incurred	3,511	4,080	22,086
Non-cash charges	(112)		(8,598)
Cash payments	(7,064)		(16,438)
Foreign currency translation	(130)		(343)
Balance	4,635		8,430
Employee Related [Member]
Balance	8,430	11,723	11,723
Expenses incurred	877		13,477
Non-cash charges	0		0
Cash payments	(4,542)		(16,427)
Foreign currency translation	(130)		(343)
Balance	4,635		8,430
Asset Related [Member]
Balance	0	0	0
Expenses incurred	(24)		4,673
Non-cash charges	24		(4,673)
Cash payments	0		0
Foreign currency translation	0		0
Balance	0		0
Other Restructuring [Member]
Balance	0	$ 0	0
Expenses incurred	2,658		3,936
Non-cash charges	(136)		(3,925)
Cash payments	(2,522)		(11)
Foreign currency translation	0		0
Balance	$ 0		$ 0

Note 4 - Inventories - Inventories (Details) - USD ($) $ in Thousands	Mar. 01, 2025	Nov. 30, 2024
Raw materials	$ 213,651	$ 215,936
Finished goods	254,672	251,562
Total inventories	$ 468,323	$ 467,498

Note 5 - Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 01, 2025	Mar. 02, 2024	Nov. 30, 2024
Amortization of Intangible Assets	$ 20,880	$ 20,355
Trademarks and Trade Names [Member]
Indefinite-Lived Intangible Assets (Excluding Goodwill)	$ 452		$ 461

Note 5 - Goodwill and Other Intangible Assets - Goodwill Balance (Details) $ in Thousands	3 Months Ended
	Mar. 01, 2025 USD ($)
Balance	$ 1,532,221
Acquisitions	100,149
Foreign currency translation effect	(8,023)
Balance	1,624,347
Hygiene, Health, and Consumable Adhesives [Member]
Balance	399,513
Acquisitions	99,601
Foreign currency translation effect	(2,353)
Balance	496,761
Engineering Adhesives [Member]
Balance	581,344
Acquisitions	969
Foreign currency translation effect	(4,893)
Balance	577,420
Building Adhesives Solutions [Member]
Balance	551,364
Acquisitions	(421)
Foreign currency translation effect	(777)
Balance	$ 550,166

Note 5 - Goodwill and Other Intangible Assets - Amortizable Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 01, 2025	Nov. 30, 2024
Original cost	$ 1,269,416	$ 1,285,834
Accumulated amortization	(435,353)	(509,960)
Net identifiable intangibles	834,063	769,765
Impairment		(6,109)
Purchased Technology And Patents [Member]
Original cost	202,237	145,313
Accumulated amortization	(38,857)	(55,398)
Net identifiable intangibles	163,380	89,572
Impairment		(343)
Customer Relationships [Member]
Original cost	978,972	1,063,210
Accumulated amortization	(360,415)	(418,805)
Net identifiable intangibles	618,557	638,789
Impairment		(5,616)
Trade Names [Member]
Original cost	78,104	67,280
Accumulated amortization	(28,882)	(28,745)
Net identifiable intangibles	49,222	38,385
Impairment		(150)
Other Intangible Assets [Member]
Original cost	10,103	10,031
Accumulated amortization	(7,199)	(7,012)
Net identifiable intangibles	$ 2,904	3,019
Impairment

Note 5 - Goodwill and Other Intangible Assets - Estimated Aggregate Amortization Expense (Details) $ in Thousands	Mar. 01, 2025 USD ($)
2025	$ 71,053
2026	96,731
2027	95,418
2028	96,532
2029	91,845
Thereafter	$ 382,484

Note 6 - Components of Net Periodic Benefit Related to Pension and Other Postretirement Benefit Plans - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 01, 2025	Mar. 02, 2024
Pension Plan [Member] \| UNITED STATES
Service cost	$ 0	$ 0
Interest cost	3,242	3,464
Expected return on assets	(5,717)	(6,555)
Prior service cost	0	0
Actuarial loss	1,953	1,159
Net periodic (benefit) cost	(522)	(1,932)
Pension Plan [Member] \| Foreign Plan [Member]
Service cost	368	350
Interest cost	1,442	1,569
Expected return on assets	(1,624)	(1,637)
Prior service cost	28	16
Actuarial loss	475	513
Net periodic (benefit) cost	689	811
Other Postretirement Benefits Plan [Member]
Service cost	0	0
Interest cost	249	291
Expected return on assets	(3,484)	(2,727)
Prior service cost	0	0
Actuarial loss	(2,277)	0
Net periodic (benefit) cost	$ (5,512)	$ (2,436)

Note 7 - Accumulated Other Comprehensive Income (Loss) - Comprehensive Income (Loss) Information (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 01, 2025

Mar. 02, 2024

Net income attributable to H.B. Fuller and non-controlling interest

$ 13,248

$ 30,991

Net income attributable to H.B. Fuller and non-controlling interest, non-controlling interest

Foreign currency translation¹, pretax

^[1]

(21,003)

(19,353)

Foreign currency translation¹

^[1]

(21,003)

(19,353)

Foreign currency translation adjustment¹, non-controlling interest

^[1]

(9)

Defined benefit pension plans adjustment², pretax

^[2]

179

2,821

Defined benefit pension plans adjustment², tax

^[2]

(49)

(702)

Defined benefit pension plans adjustment²

^[2]

130

2,119

Other comprehensive (loss) income, pretax

(13,096)

(14,783)

Other comprehensive (loss) income, tax

(1,930)

(1,126)

Other comprehensive (loss) income

(15,026)

(15,909)

Other comprehensive (loss) income, non-controlling interest

(9)

Comprehensive (loss) income

(1,778)

15,082

Less: Comprehensive income attributable to non-controlling interest

Interest Rate Swap [Member]

Cash flow hedge³, pretax

^[3]

(1,516)

(3,276)

Cash flow hedge³, tax

^[3]

369

811

Derivatives, net of tax

^[3]

(1,147)

(2,465)

Net Investment Hedge [Member]

Cash flow hedge³, pretax

^[3]

9,244

5,025

Cash flow hedge³, tax

^[3]

(2,250)

(1,235)

Derivatives, net of tax

^[3]

$ 6,994

$ 3,790

[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 and other income, net.
[3]	Amounts reclassified from accumulated other comprehensive loss into earnings is reported in other income, net.

Note 7 - Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 01, 2025	Nov. 30, 2024	Mar. 02, 2024	Dec. 02, 2023
Equity, Including Portion Attributable to Noncontrolling Interest	$ 1,778,361	$ 1,829,848	$ 1,768,245	$ 1,755,913
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member]
Before Reclassifications	(343,204)	(322,184)
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]
Before Reclassifications	(342,801)	(321,798)
Accumulated Foreign Currency Adjustment Attributable to Noncontrolling Interest [Member]
Before Reclassifications	(403)	(386)
Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest [Member]
Before Reclassifications	(88,901)	(89,031)
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
Before Reclassifications	(88,901)	(89,031)
Accumulated Defined Benefit Plans Adjustment Attributable to Noncontrolling Interest [Member]
Before Reclassifications	0	0
Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest [Member] \| Interest Rate Swap [Member]
Before Reclassifications	(7,891)	(6,744)
Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest [Member] \| Net Investment Hedges [Member]
Before Reclassifications	(30,487)	(37,481)
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] \| Interest Rate Swap [Member]
Before Reclassifications	(7,891)	(6,744)
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] \| Net Investment Hedges [Member]
Before Reclassifications	(30,487)	(37,481)
Accumulated Gain (Loss), Net, Cash Flow Hedge, Noncontrolling Interest [Member] \| Interest Rate Swap [Member]
Before Reclassifications	0	0
Accumulated Gain (Loss), Net, Cash Flow Hedge, Noncontrolling Interest [Member] \| Net Investment Hedges [Member]
Before Reclassifications	0	0
AOCI Including Portion Attributable to Noncontrolling Interest [Member]
Reclassification of AOCI tax effects	(18,341)	(18,341)
Equity, Including Portion Attributable to Noncontrolling Interest	(488,824)	(473,781)
AOCI Attributable to Parent [Member]
Reclassification of AOCI tax effects	(18,341)	(18,341)
Equity, Including Portion Attributable to Noncontrolling Interest	(488,421)	(473,395)	$ (458,789)	$ (442,880)
AOCI Attributable to Noncontrolling Interest [Member]
Reclassification of AOCI tax effects	0	0
Equity, Including Portion Attributable to Noncontrolling Interest	$ (403)	$ (386)

Note 7 - Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Details) (Parentheticals) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 01, 2025	Nov. 30, 2024
Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest [Member]
Before Reclassifications, tax	$ 65,725	$ 54,545
Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest [Member] \| Interest Rate Swap [Member]
Before Reclassifications, tax	4,378	2,169
Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest [Member] \| Net Investment Hedges [Member]
Before Reclassifications, tax	$ 19,130
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] \| Net Investment Hedges [Member]
Before Reclassifications, tax		$ 12,056

Note 8 - Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 01, 2025	Mar. 02, 2024	Nov. 30, 2024
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount	$ 992	$ 2,527
Effective Income Tax Rate Reconciliation, Percent, Excluding Discrete Tax Benefit	26.50%	27.40%
Unrecognized Tax Benefits	$ 15,807		$ 15,590
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 4,769		$ 4,558

Note 9 - Earnings Per Share (Details Textual) - shares	3 Months Ended
Note 9 - Earnings Per Share (Details Textual) - shares	Mar. 01, 2025	Mar. 02, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	2,140,479	1,138,264

Note 9 - Earnings Per Share - Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 01, 2025	Mar. 02, 2024
Weighted-average common shares - basic (in shares)	54,998	54,702
Equivalent shares from share-based compensations plans (in shares)	1,031	1,871
Weighted-average common and common equivalent shares diluted (in shares)	56,029	56,573

Note 10 - Financial Instruments (Details Textual)
€ in Thousands, $ in Thousands

3 Months Ended

Mar. 01, 2025

USD ($)

Mar. 02, 2024

USD ($)

Jun. 01, 2024

USD ($)

Jul. 17, 2023

Jun. 30, 2023

Mar. 16, 2023

USD ($)

Feb. 28, 2023

Jan. 12, 2023

USD ($)

Oct. 20, 2022

EUR (€)

Oct. 17, 2022

EUR (€)

Feb. 12, 2021

USD ($)

Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net

$ 40

$ 5,061

Public Notes [Member]

Debt Instrument, Face Amount

$ 300,000

Interest Rate Swap [Member]

Derivative, Amount of Hedged Item

$ 400,000

Derivative, Fixed Interest Rate

3.726%

3.6895%

Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax

^[1]

(1,516)

$ (3,276)

Interest Rate Swap [Member] | Other Liabilities [Member]

Interest Rate Cash Flow Hedge Liability at Fair Value

Interest Rate Swap 2 [Member]

Derivative, Amount of Hedged Item

$ 300,000

Derivative, Fixed Interest Rate

3.721%

Interest Rate Swap 2 [Member] | Other Liabilities [Member]

Interest Rate Cash Flow Hedge Liability at Fair Value

148

Interest Rate Swap 3 [Member]

Derivative, Amount of Hedged Item

$ 100,000

Derivative, Fixed Interest Rate

3.899%

Interest Rate Swap 3 [Member] | Other Assets [Member]

Interest Rate Cash Flow Hedge Asset at Fair Value

491

Interest Rate Swap Related to Public Notes [Member]

Derivative, Amount of Hedged Item

$ 300,000

Interest Rate Swap Related to Public Notes [Member] | London Interbank Offered Rate (LIBOR) 1 [Member]

Derivative, Variable Interest Rate

3.28%

Interest Rate Swap Related to Public Notes [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]

Derivative, Variable Interest Rate

3.28%

Interest Rate Swap Related to Public Notes [Member] | Other Liabilities [Member]

Interest Rate Fair Value Hedge Liability at Fair Value

30,396

Cross Currency Interest Rate Contract [Member]

Derivative, Notional Amount | €

€ 300,000

€ 307,173

Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax

(30,487)

Cross Currency Interest Rate Contract [Member] | Net Investment Hedging [Member]

Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax

9,244

Cross Currency Interest Rate Contract [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]

Derivative, Variable Interest Rate

3.28%

Cross Currency Interest Rate Contract [Member] | Euro Short Term Rate (ESTR) Overnight Index Swap Rate [Member]

Derivative, Variable Interest Rate

3.2195%

Cross Currency Interest Rate Contract [Member] | Other Liabilities [Member]

Interest Rate Fair Value Hedge Liability at Fair Value

$ 40,299

[1]	Amounts reclassified from accumulated other comprehensive loss into earnings is reported in other income, net.

Note 10 - Financial Instruments - Gains (Losses) on Derivative Instruments (Details) - Interest Rate Swap [Member] - USD ($)
$ in Thousands

3 Months Ended

Mar. 01, 2025

Mar. 02, 2024

Derivative instruments

^[1]

$ (1,516)

$ (3,276)

Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member]

Derivative instruments

$ (1,516)

$ (3,276)

[1]	Amounts reclassified from accumulated other comprehensive loss into earnings is reported in other income, net.

Note 11 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands	Mar. 01, 2025	Nov. 30, 2024
Long-Term Debt, Fair Value	$ 1,974,391	$ 2,015,468

Note 11 - Fair Value Measurements - Fair Value Measurements (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Mar. 01, 2025	Nov. 30, 2024
Assets:
Marketable securities	$ 8,164	$ 8,584
Foreign exchange contract assets	2,294	2,147
Interest Rate Cash Flow Hedge Asset at Fair Value	38	1,781
Liabilities:
Foreign exchange contract liabilities	2,254	7,074
Interest rate swaps, cash flow hedge liabilities	639	265
Interest Rate Fair Value Hedge Liability at Fair Value	30,396	32,775
Net investment hedge liabilities	40,299	51,871
Fair Value, Inputs, Level 1 [Member]
Assets:
Marketable securities	8,164	8,584
Interest Rate Cash Flow Hedge Asset at Fair Value	0	0
Liabilities:
Interest rate swaps, cash flow hedge liabilities
Interest Rate Fair Value Hedge Liability at Fair Value	0	0
Net investment hedge liabilities	0	0
Fair Value, Inputs, Level 2 [Member]
Assets:
Foreign exchange contract assets	2,294	2,147
Interest Rate Cash Flow Hedge Asset at Fair Value	38	1,781
Liabilities:
Foreign exchange contract liabilities	2,254	7,074
Interest rate swaps, cash flow hedge liabilities	639	265
Interest Rate Fair Value Hedge Liability at Fair Value	30,396	32,775
Net investment hedge liabilities	40,299	51,871
Fair Value, Inputs, Level 3 [Member]
Assets:
Interest Rate Cash Flow Hedge Asset at Fair Value	0	0
Liabilities:
Interest rate swaps, cash flow hedge liabilities
Interest Rate Fair Value Hedge Liability at Fair Value	0
Net investment hedge liabilities	$ 0	$ 0

Note 12 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands	Mar. 01, 2025	Nov. 30, 2024	Dec. 02, 2023
Accrual for Environmental Loss Contingencies	$ 3,280	$ 3,445
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Noncurrent		Other Liabilities, Noncurrent
Facility in Simpsonville, South Carolina [Member]
Accrual for Environmental Loss Contingencies	$ 970	$ 1,055

Note 12 - Commitments and Contingencies - Asbestos Related Lawsuits and Claims (Details) - Asbestos Related Lawsuits and Claims [Member] Pure in Thousands, $ in Thousands	3 Months Ended		36 Months Ended
	Mar. 01, 2025 USD ($)	Mar. 02, 2024 USD ($)	Nov. 30, 2024 USD ($)
Lawsuits and claims settled	2	4	25
Settlement amounts	$ 4	$ 705	$ 5,704
Insurance payments received or expected to be received	$ 2	$ 519	$ 3,418

Note 13 - Share Repurchase Program (Details Textual) - USD ($) $ in Thousands		3 Months Ended
	Apr. 22, 2022	Mar. 01, 2025	Mar. 02, 2024
Stock Repurchased During Period, Value		$ 44,377	$ 6,208
Common Stock [Member]
Stock Repurchased During Period, Value		729	80
Additional Paid-in Capital [Member]
Stock Repurchased During Period, Value		43,648	6,128
The 2022 Share Repurchase Program [Member]
Share Repurchase Program, Authorized, Amount	$ 300,000
Share Repurchase Program, Period in Force (Year)	5 years
Stock Repurchased During Period, Value		41,153	$ 0
The 2022 Share Repurchase Program [Member] \| Common Stock [Member]
Stock Repurchased During Period, Value		678
The 2022 Share Repurchase Program [Member] \| Additional Paid-in Capital [Member]
Stock Repurchased During Period, Value		$ 40,475

Note 14 - Segments (Details Textual)	3 Months Ended
Note 14 - Segments (Details Textual)	Mar. 01, 2025
Number of Reportable Segments	3

Note 14 - Segments - Reportable Operating Segment Financial Information (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 01, 2025

Mar. 02, 2024

Revenue

$ 788,663

$ 810,419

Operating income

46,447

66,875

Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]

Revenue

^[1]

36,600

Operating income

^[1]

(18,130)

(13,477)

Hygiene, Health, and Consumable Adhesives [Member] | Operating Segments [Member]

Revenue

368,225

368,078

Operating income

29,949

47,393

Engineering Adhesives [Member] | Operating Segments [Member]

Revenue

236,758

226,075

Operating income

28,051

25,820

Building Adhesives Solutions [Member] | Operating Segments [Member]

Revenue

183,680

179,666

Operating income

6,577

7,139

Total Segment [Member] | Operating Segments [Member]

Revenue

788,663

773,819

Operating income

$ 64,577

$ 80,352

[1]	Consistent with our internal management reporting, Corporate Unallocated amounts in the tables above include charges that are not allocated to the Company’s reportable segments.

Note 14 - Segments - Reconciliation of Segment Operating Income to Income From Continuing Operations Before Income Taxes and Income From Equity Method Investments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 01, 2025	Mar. 02, 2024
Operating income	$ 46,447	$ 66,875
Other income, net	3,207	1,501
Interest expense	(32,042)	(31,901)
Interest income	1,100	1,307
Income before income taxes and income from equity method investments	$ 18,712	$ 37,782

Note 14 - Segments - Reconciliation of Assets (Details) - USD ($) $ in Thousands	Mar. 01, 2025	Nov. 30, 2024
Assets	$ 4,960,906	$ 4,933,244
Operating Segments [Member] \| Hygiene, Health, and Consumable Adhesives [Member]
Assets		1,610,902
Operating Segments [Member] \| Engineering Adhesives [Member]
Assets		1,533,675
Operating Segments [Member] \| Building Adhesives Solutions [Member]
Assets		1,239,527
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]
Assets		$ 549,140

Note 14 - Segments - Disaggregated Revenue Information (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 01, 2025

Mar. 02, 2024

Revenue

$ 788,663

$ 810,419

Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]

Revenue

^[1]

36,600

Americas [Member]

Revenue

400,263

431,301

Americas [Member] | Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]

Revenue

36,600

EIMEA [Member]

Revenue

236,192

234,366

EIMEA [Member] | Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]

Revenue

Asia Pacific [Member]

Revenue

152,208

144,752

Asia Pacific [Member] | Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]

Revenue

Hygiene, Health, and Consumable Adhesives [Member] | Operating Segments [Member]

Revenue

368,225

368,078

Hygiene, Health, and Consumable Adhesives [Member] | Americas [Member] | Operating Segments [Member]

Revenue

207,354

217,386

Hygiene, Health, and Consumable Adhesives [Member] | EIMEA [Member] | Operating Segments [Member]

Revenue

110,767

103,253

Hygiene, Health, and Consumable Adhesives [Member] | Asia Pacific [Member] | Operating Segments [Member]

Revenue

50,104

47,439

Engineering Adhesives [Member] | Operating Segments [Member]

Revenue

236,758

226,075

Engineering Adhesives [Member] | Americas [Member] | Operating Segments [Member]

Revenue

97,209

88,075

Engineering Adhesives [Member] | EIMEA [Member] | Operating Segments [Member]

Revenue

50,262

54,533

Engineering Adhesives [Member] | Asia Pacific [Member] | Operating Segments [Member]

Revenue

89,287

83,467

Building Adhesives Solutions [Member] | Operating Segments [Member]

Revenue

183,680

179,666

Building Adhesives Solutions [Member] | Americas [Member] | Operating Segments [Member]

Revenue

95,700

89,240

Building Adhesives Solutions [Member] | EIMEA [Member] | Operating Segments [Member]

Revenue

75,163

76,580

Building Adhesives Solutions [Member] | Asia Pacific [Member] | Operating Segments [Member]

Revenue

$ 12,817

$ 13,846

[1]	Consistent with our internal management reporting, Corporate Unallocated amounts in the tables above include charges that are not allocated to the Company’s reportable segments.

H B Fuller (NYSE:FUL)
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	ValueInvestor15 Mon Jan 9, 2017 11:57 AM (3004 days ago) 127727177 HB Fuller has little Margin of Safety for Share on Facebook Share on Twitter Share on Email
	Timothy Smith Wed Sep 23, 2015 8:35 PM (3478 days ago) 117211144 H.B. Fuller (NYSE:FUL): FQ3 EPS of $0.61 misses Share on Facebook Share on Twitter Share on Email