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FULLER H B CO

For the period ended May 31, 2025. Filed Jun 26, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 31, 2025 · Filed Jun 26, 2025

FUL$51.34+3.0%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements

(Amounts in thousands, except per share amounts)

Note1: Basis of Presentation

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 Form10-Q and Article10 of Regulation S-X. Accordingly, they donot 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 arenot 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 Form10-K for the year ended* November 30, 2024* as filed with the Securities and Exchange Commission.

New Accounting Pronouncements

In* November 20**24,* the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU")No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220-40): 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 ASUNo.* 2023-09, Income Taxes (Topic740): 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 ASUNo.* 2023-07, Segment Reporting (Topic280): 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 pronouncementsnot disclosed above have been excluded as they arenot relevant to the company.

Supplier Finance Program

We have agreements withthird parties to provide supplier finance programs which facilitate participating suppliers' ability to finance payment obligations of the Company with designatedthird-party financial institutions. Participating suppliers* may,at their sole discretion, elect to financeone* or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company hasno economic interest in the sale of these suppliers’ receivables andno direct financial relationship with the financial institutions concerning these services. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, arenot impacted by suppliers’ decisions to finance amounts under these arrangements. The outstanding payment obligations that were confirmed as valid and remained outstanding as of * May 31, 2025,and November 30, 2024,*were approxi mately $6,485 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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Note2: 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 paid on the4*-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* May 31, 2025*and includes goodwill of $2,320, other intangible assets of $2,400 and other net assets of $3,440. 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. and Medifill Limited

On* January 15, 2025,we completed the acquisition of GEM S.r.l. (“GEM”) and on December 2, 2024,we completed the acquisition of Medifill Limited (Medifill") for a total purchase price of 192,130 Euros, or approximately $197,260 which was funded through borrowings on our credit facility and existing cash. Included in the purchase price is a holdback to be paid inthree annual tranches beginningone year after the date of acquisition. The fair value of the holdback was 28,170 Euros or approximately$28,922 at the date of acquisition. See Note12* for more information on the fair value of the holdback.

Although they were independent transactions, the acquisitions of GEM and Medifill were accounted for as a single business combination under ASC805, as they were negotiated concurrently and are economically interdependent. Headquartered in Viareggio, Italy, GEM develops, produces and sells medical adhesives for wound closure in both surgical and topical applications. Headquartered in Dublin, Ireland, Medifill produces medical-grade cyanoacrylate adhesives tailored to the wound closure market for GEM. The acquisitions of GEM and Medifill establish a European headquarters for our Medical Adhesives Technologies business and European production capabilities for our medical adhesive offerings, further shifting our portfolio toward highly profitable, higher growth markets. The acquisition fair value measurementwas preliminary as of* May 31, 2025* and includes goodwill of $92,653, other intangible assets of $105,237 and other net liabilities of $630. Goodwill represents expected synergies from combining GEM and Medifill with our existing business. Goodwillisnot deductible for tax purposes. GEM and Medifill are 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 the18*-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* May 31, 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 isnot 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 equipment26,044
Goodwill81,268
Other intangibles
Customer relationships110,100
Trademarks/trade names8,700
Technology13,600
Other assets13
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 andten 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, arenot material and therefore pro forma financial information isnot 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 inother income net, in the Consolidated Statements of Income for thesix* months ended* May 31, 2025.*

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Note3: Restructuring Actions

During fiscal year2023, 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 thesecond quarter of fiscal year2023 and are currently expected to be completed during fiscal year2026. In implementing the Plans, the Company currently expects to incur pre-tax costs of approx imately $70,000 to $75,000 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 EndedSix Months Ended
May 31, 2025June 1, 2024May 31, 2025June 1, 2024
Cost of sales$(19)$1,279$2,935$4,194
Selling, general and administrative2,1951,2792,7522,444
$2,176$2,558$5,687$6,638

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 incurred13,4774,6733,93622,086
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 incurred3,143(60)2,6045,687
Non-cash charges-60(82)(22)
Cash payments(7,298)-(2,522)(9,820)
Foreign currency translation218--218
Balance at May 31, 2025$4,493$-$-$4,493

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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Note4: Inventories

The composition of inventories is as follows:

May 31,November 30,
20252024
Raw materials$224,462$215,936
Finished goods271,126251,562
Total inventories$495,588$467,498

Note5: Goodwill and Other Intangible Assets

The goodwill activity by reportable segment for thesix months ended* May 31, 2025* is presented below:

Hygiene, Health · Building
and Consumable · Engineering · Adhesive
AdhesivesAdhesivesSolutionsTotal
Balance at November 30, 2024$399,513$581,344$551,364$1,532,221
Acquisitions92,0322,538(1,854)92,716
Foreign currency translation effect24,53318,4002,20845,141
Balance at May 31, 2025$516,078$602,282$551,718$1,670,078

As discussed in Note14, as of the beginning of fiscal year2025, 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:

Purchased
Technology · Customer
Amortizable Intangible Assetsand PatentsRelationshipsTrade NamesOtherTotal
Original cost$222,563$996,945$81,148$7,935$1,308,591
Accumulated amortization(43,583)(382,659)(30,756)(3,894)(460,892)
Net identifiable intangibles$178,980$614,286$50,392$4,041$847,699
Purchased
Technology · Customer
Amortizable Intangible Assetsand PatentsRelationshipsTrade NamesOtherTotal
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 $21,563 and $19,219 for thethree months ended* May 31, 2025and June 1, 2024*, respectively, and was $42,443 and $39,574 for thesix months ended* May 31, 2025and June 1, 2024*, respectively.

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

Remainder
Fiscal Year20252026202720282029Thereafter
Amortization expense$49,696$103,305$101,943$103,153$97,740$391,862

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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* May 31, 2025* and* November 30, 2024* were $0 and $461, respectively, and relate to trademarks and trade names. The change in non-amortizable assets as of* May 31, 2025* compared to* November 30, 2024* was due to impairment.

Note6: Long-Term Debt

On* March 6, 2025,we entered into a Refinancing Amendment (the “Refinancing Amendment”), which amended the Second Amended and Restated Credit Agreement dated as of February 15, 2023,as previously amended. Pursuant to the Refinancing Amendment under the Credit Agreement, the outstanding $986,545 principal amount of Term B loans (the “Amended TLB”) were refinanced. Furthermore, the interest rate margins applicable to the Amended TLB were decreased by 25 basis points (0.25 percent per annum) to 175 basis points for SOFR loans and 75 basis points for prime rate loans. Interest on Term Loan B borrowings is payable at SOFR plus an interest rate spread of175* basis points with a SOFR floor of 50 basis points (6.10 percent at* May 31, 2025).The maturity date of February 15, 2030*remains unchanged. The commitment fee rates and interest rates applicable to the revolving credit facility and the Term Loan A facility remain unchanged.

Note7: Components of Net Periodic Benefit related to Pension and Other Postretirement Benefit Plans

Other
Pension Benefits · Postretirement
U.S. Plans · Non-U.S. Plans · Benefits
Net periodic (benefit) cost: · 2025 · 2024 · 2025 · 2024 · 2025 · 2024
Service cost$-$-$385$347$-$-
Interest cost3,2423,4641,4951,560249291
Expected return on assets(5,717)(6,555)(1,685)(1,627)(3,484)(2,727)
Amortization:
Prior service cost--2916--
Actuarial loss1,9531,159490510(2,277)-
Net periodic (benefit) cost$(522)$(1,932)$714$806$(5,512)$(2,436)
Other
Pension Benefits · Postretirement
U.S. Plans · Non-U.S. Plans · Benefits
Net periodic (benefit) cost: · 2025 · 2024 · 2025 · 2024 · 2025 · 2024
Service cost$-$-$753$697$-$-
Interest cost6,4846,9282,9373,129498583
Expected return on assets(11,434)(13,110)(3,309)(3,264)(6,968)(5,454)
Amortization:
Prior service cost--5632--
Actuarial loss3,9062,3189651,024(4,554)-
Net periodic (benefit) cost$(1,044)$(3,864)$1,402$1,618$(11,024)$(4,871)

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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Note8: Accumulated Other Comprehensive Income (Loss)

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

Three Months Ended May 31, 2025 · Three Months Ended June 1, 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$41,828$17$51,264$33
Foreign currency translation¹$123,602$-123,60248$(26,894)$-(26,894)(32)
Defined benefit pension plans adjustment²194(53)141-555(136)419-
Interest rate swaps³(3,206)780(2,426)-13,493(3,297)10,196-
Net investment hedges³(60,068)14,619(45,449)-163(40)123-
Other comprehensive income (loss)$60,522$15,346$75,868$48$(12,683)$(3,473)$(16,156)$(32)
Comprehensive income$117,696$65$35,108$1
Six Months Ended May 31, 2025 · Six Months Ended June 1, 2024
Non- · Non-
controlling · controlling
H.B. Fuller Stockholders · Interest · H.B. Fuller Stockholders · Interest
Pretax · Tax · Net · Net · Pretax · Tax · Net · Net
Net income attributable to H.B. Fuller and non-controlling interest$55,076$33$82,255$54
Foreign currency translation adjustment¹$102,599$-102,59965$(165,302)$-(46,247)(41)
Defined benefit pension plans adjustment²373(102)271-3,376(838)2,538-
Interest rate swap³(4,722)1,149(3,573)-10,217(2,486)7,731-
Net investment hedges³(50,824)12,369(38,455)-5,188(1,275)3,913-
Other comprehensive income (loss)$47,426$13,416$60,842$65$(146,521)$(4,599)$(32,065)$(41)
Comprehensive income$115,918$98$50,190$13

1 Income taxes arenot 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:

Non-
H.B. Fuller · controlling
TotalStockholdersInterest
Foreign currency translation adjustment$(219,650)$(219,199)$(451)
Defined benefit pension plans adjustment, net of taxes of $54,442(88,760)(88,760)-
Interest rate swap, net of taxes of $3,318(10,317)(10,317)-
Net investment hedges, net of taxes of $24,425(75,936)(75,936)-
Reclassification of AOCI tax effects(18,341)(18,341)-
Accumulated other comprehensive loss$(413,004)$(412,553)$(451)
Non-
H.B. Fuller · controlling
TotalStockholdersInterest
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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Note9: Income Taxes

Income tax expense for thethree andsix months ended* May 31, 2025* includes $13,961 of discrete tax expense and $14,952 of discrete tax expense, respectively, relating to the impact of withholding tax recorded on earnings that areno longer permanently reinvested as well as other various U.S. and foreign tax matters. Excluding the discrete tax expense, the overall effective tax rate was 25.7 percent and 25.8 percent for thethree andsix months ended* May 31, 2025*, respectively.

Income tax expense for thethree andsix months ended* June 1, 2024* includes $1,317 of discrete tax expense and $1,210 of discrete tax benefit, respectively, relating to various foreign tax matters, as well as an excess tax benefit related to U.S. stock compensation. Excluding the discrete tax expense and benefit, the overall effective tax rate was 28.9 percent and 28.4 percent for thethree andsix months ended* June 1, 2024*, respectively.

As of* May 31, 2025*, we had a liability of $19,415 recorded for gross unrecognized tax benefits (excluding interest) compared to $15,590 as of* November 30, 2024*. As of* May 31, 2025* and* November 30, 2024*, we had accrued $3,204 and $4,558 of gross interest relating to unrecognized tax benefits, respectively.

Note10: Earnings Per Share

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

Three Months EndedSix Months Ended
May 31,June 1,May 31,June 1,
(Shares in thousands)2025202420252024
Weighted-average common shares - basic54,44354,94654,72154,824
Equivalent shares from share-based compensations plans5091,6907691,780
Weighted-average common and common equivalent shares diluted54,95256,63655,49056,604

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 2,126,260 and 787,801 shares for thethree months ended* May 31, 2025and June 1, 2024*, respectively, were excluded from diluted earnings per share calculations because they were antidilutive. Share-based compensation awards of 2,187,436 and 1,110,664 shares for thesix months ended* May 31, 2025and June 1, 2024*, respectively, were excluded from diluted earnings per share calculations because they were antidilutive.

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Note11: Financial Instruments

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 donot 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 isno 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 donot 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 rate1*-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 our1*-month SOFR rate debt to a fixed rate of 3.7260 in accordance with the practical expedients included in ASC848, Reference Rate Reform. The combined fair value of the interest rate swap was a liability of $1,554 at* May 31, 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 swap.

On* March 16, 2023,we entered into an interest rate swap agreement to convert $300,000 of our1*-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 $1,383 at May 31, 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 deriv ative 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 our1*-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 swapwas a liability of $870 at May 31, 2025* and was included in other liabilities inthe 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 EndedSix Months Ended
May 31, 2025June 1, 2024May 31, 2025June 1, 2024
Interest rate swap contracts(3,206)13,493(4,722)10,217

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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 of1-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 ASC848, 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 $26,864 at May 31, 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 2026and 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, the1-month LIBOR leg of the float-to-float agreement was converted to Overnight SOFR plus 3.28 percent. On July 17, 2023,we amended the1*-month EURIBOR leg of the float-to-float agreement to Overnight ESTR plus 3.2195 percent. We applied the practical expedients included in ASC848, Reference Rate Reform. As of* May 31, 2025*, the combined fair value of the swaps was a liabilityof $100,366 and was included in other liabilities in the Consol idated 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 $75,936 of* May 31, 2025*. The amounts of pretax loss recognized in comprehensive income related to the net investment hedge was $60,068 for thethree months ended* May 31, 2025*. As of* May 31, 2025*, we didnot reclassify any gains or losses into earnings from net investment hedges and we donot expect to reclassify any such gain or loss into earnings within the nexttwelve months.No amounts related to net investment hedges have been excluded from the assessment of hedge effectiveness.

DerivativesNot* 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 arenot 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 Note12 for the fair value amounts of these derivative instruments.

As of* May 31, 2025*, we had forward foreign currency contracts maturing between* June 2, 2025and July**9,* 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 instrumentsnot designated as hedging instruments for thesix months ended* May 31, 2025and June 1, 2024* were $3,453 and $263, respectively.

Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of entities in the customer base and their dispersion across many different industries and countries. As of* May 31, 2025*, there wereno significant concentrations of credit risk.

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Note12: Fair Value Measurements

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 intothree broad levels. The following is a brief description of thosethree 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* May 31, 2025* and* November 30, 2024*, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

May 31, · Fair Value Measurements Using:
Description · 2025 · Level 1 · Level 2 · Level 3
Assets:
Marketable securities$6,011$6,011$-$-
Foreign exchange contract assets4,281-4,281-
Liabilities:
Foreign exchange contract liabilities$828$-828$-
Interest rate swaps, cash flow hedge liabilities3,8073,807
Interest rate swaps, fair value hedge liabilities26,864-26,864-
Net investment hedge liabilities100,366-100,366-
Holdback liability32,346--32,346
November 30, · Fair Value Measurements Using:
Description · 2024 · Level 1 · Level 2 · Level 3
Assets:
Marketable securities$8,584$8,584$-$-
Foreign exchange contract assets2,147-2,147-
Interest rate swaps, cash flow hedge assets1,781-1,781-
Liabilities:
Foreign exchange contract liabilities$7,074$-$7,074$-
Interest rate swaps, cash flow hedge liabilities265-265
Interest rate swaps, fair value hedge liabilities32,775-32,775
Net investment hedge liabilities51,871-51,871-

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The fair value of the holdback liability related to the acquisition of GEM and Medifill, based on a discounted cash flow model, was $32,346 as of* May 31, 2025.Adjustments to the fair value of the holdback are recorded to interest expense in the Statement of Income. See Note2* for further discussion regarding our acquisitions. The following table provides details of this Level3 liability.

Amounts
Balance at November 30, 2024 · $ · -
Initial valuation of holdback liability28,922
Interest382
Foreign currency translation adjustment3,042
Balance at May 31, 2025$32,346

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 (Level3) 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 Note2 for further discussion regarding our acquisitions.

Balances Disclosed at Fair Value

Long-term debt had an estimated fair value of $1,991,086 and $2,015,468 as of* May 31, 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 isnot necessarily indicative of the amount that would be realized in a current market exchange.

Note13: 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* maybe 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 $3,309 and $3,445 as of May 31, 2025* and* November 30, 2024*, respectively, for probable and reasonably estimable environmental remediation costs. Of the amount reserved, $936 and $1,055 as of* May 31, 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, willnot 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, willnot 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 than35 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 bythird parties, including indemnification pursuant to the provisions of a1976 agreement under which we acquired a business from athird party. Currently, thisthird party is defending and paying settlement amounts, under a reservation of rights, in most of the asbestos cases tendered to thethird party.

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

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

Six Months Ended · 3 Years Ended
May 31, 2025June 1, 2024November 30, 2024
Lawsuits and claims settled5725
Settlement amounts$234$1,033$5,704
Insurance payments received or expected to be received$154$730$3,418

We donot 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 inRouse et al. v. H.B. Fuller Company et al.* filed athird amended complaint in their lawsuit against the Company andone 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 havenot* yet moved for class certification. The Company intends to vigorously defend itself against the claims outlined in this lawsuit. As of* May 31, 2025*, we are unable to estimate any possible loss or range of possible losses and havenot 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, willnot have a material adverse effect on our results of operations, financial condition or cash flow.

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Note14: 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 tofive 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 thesecond quarter of2025, we repurchased shares under this program with an aggregate value of $15,777. Of this amount, $300 reduced common stock and $15,477 reduced additional paid-in capital. During thesix months ended* May 31, 2025*, we repurchased shares under this program with an aggregate value of $56,930. Of this amount, $978 reduced common stock and $55,953 reduced additional paid-in capital.

During thesecond quarter of2024, we repurchased shares under this program with an aggregate value of $14,262. Of this amount, $183 reduced common stock and $14,079 reduced additional paid-in capital. During thesix months ended* June 1, 2024*, we repurchased shares under this program with an aggregate value of $14,262. Of this amount, $183 reduced common stock and $14,079 reduced additional paid-in capital.

Note15: 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 arenot allocated to the operating segments. Inter-segment revenues are recorded at cost plus a markup for administrative costs.

As of* November 30, 2024,ourthree operating segments consisted of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives. As of the beginning of fiscal2025,* 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
May 31, 2025June 1, 2024
NetOperatingNetOperating
RevenueIncome (Loss)RevenueIncome (Loss)
Hygiene, Health and Consumable Adhesives$397,475$43,401$393,313$49,840
Engineering Adhesives276,41846,977257,61338,987
Building Adhesive Solutions224,20222,114222,48421,987
Total segment$898,095$112,492$873,410$110,814
Corporate Unallocated-(12,448)43,697(10,218)
Total$898,095$100,044$917,107$100,596
Six Months Ended
May 31, 2025June 1, 2024
NetOperatingNetOperating
RevenueIncome (Loss)RevenueIncome (Loss)
Hygiene, Health and Consumable Adhesives$765,700$73,349$761,391$97,233
Engineering Adhesives513,17775,028483,68864,807
Building Adhesive Solutions407,88128,691402,15029,126
Total segment$1,686,758$177,068$1,647,229$191,166
Corporate Unallocated-(30,577)80,296(23,695)
Total$1,686,758$146,491$1,727,525$167,471

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

Three Months EndedSix Months Ended
May 31,June 1,May 31,June 1,
2025202420252024
Operating income$100,044$100,596$146,491$167,471
Other income, net7,1413,63410,3475,135
Interest expense(34,865)(32,314)(66,906)(64,216)
Interest income8541,1991,9542,506
Income before income taxes and income from equity method investments$73,174$73,115$91,886$110,896

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

November 30,
Hygiene, Health and Consumable Adhesives$1,610,902
Engineering Adhesives1,533,675
Building Adhesive Solutions1,239,527
Corporate549,140
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:

Hygiene, Health · Building
and Consumable · Engineering · Adhesive · Corporate
Adhesives · Adhesives · Solutions · Unallocated · Total
Americas$228,018$119,161$126,461$-$473,640
EIMEA118,23861,55382,073-261,864
Asia Pacific51,21995,70415,668-162,591
Total$397,475$276,418$224,202$-$898,095
Hygiene, Health · Building
and Consumable · Engineering · Adhesive · Corporate
AdhesivesAdhesivesSolutionsUnallocatedTotal
Americas$227,671$106,570$119,975$43,697$497,913
EIMEA112,31460,35486,357-259,025
Asia Pacific53,32890,68916,152-160,169
Total$393,313$257,613$222,484$43,697$917,107
Hygiene, Health · Building
and Consumable · Engineering · Adhesive · Corporate
Adhesives · Adhesives · Solutions · Unallocated · Total
Americas$435,372$216,370$222,161$-$873,903
EIMEA229,005111,816157,236-498,057
Asia Pacific101,323184,99128,484-314,798
Total$765,700$513,177$407,881$-$1,686,758
Hygiene, Health · Building
and Consumable · Engineering · Adhesive · Corporate
AdhesivesAdhesivesSolutionsUnallocatedTotal
Americas$445,057$194,646$209,215$80,296$929,214
EIMEA215,567114,887162,937-493,391
Asia Pacific100,767174,15529,998-304,920
Total$761,391$483,688$402,150$80,296$1,727,525

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