FULLER H B CO

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of H.B. Fuller Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of H.B. Fuller Company and subsidiaries (the Company) as of November 29, 2025 and November 30, 2024, the related consolidated statements of income, comprehensive income, total equity and cash flows for each of the three years in the period ended November 29, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at November 29, 2025 and November 30, 2024, and the results of its operations and its cash flows for each of the three years in the period ended November 29, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of November 29, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated January 22, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter** **

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as awhole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Valuation of Goodwill for the Building Adhesive Solutions reporting unit

Description of the Matter

At November 29, 2025, the Company had goodwill of approximately $552 million related to the Building Adhesive Solutions reporting unit. As discussed in the notes to the consolidated financial statements, the Company performs goodwill impairment testing on an annual basis as of the beginning of the fourth quarter, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

Auditing management’s annual goodwill impairment test for the Building Adhesive Solutions reporting unit was complex and judgmental due to the significant estimation required in determining the fair value of the reporting unit. In particular, the Company estimates fair value using the income approach which is sensitive to certain assumptions, such as the earnings before interest, taxes, depreciation and amortization (EBITDA) margins rate, and the weighted average cost of capital which are affected by management’s business plans and expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's annual goodwill impairment review process, including controls over management’s review of the significant assumptions described above.

To test the estimated fair value of the Building Adhesive Solutions reporting unit, we performed audit procedures that included, among others, assessing the valuation methodology used by management and testing the significant assumptions discussed above, as well as the underlying data used by the Company in its analysis. For example, we compared the significant assumptions used by management in the prospective financial information to current industry trends as well as other relevant factors. We assessed the reasonableness of the forecasted future EBITDA margins rate by comparing the forecasts to historical results and previous assumptions. We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. We involved our valuation specialists to assist in our evaluation of the valuation models, methodologies and significant assumptions used by the Company, specifically the weighted average cost of capital.

/s/Ernst & Young LLP

We have served as the Company’s auditor since 2019.

Minneapolis, Minnesota

January 22, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of H.B. Fuller Company

Opinion on Internal Control Over Financial Reporting

We have audited H.B. Fuller Company and subsidiaries’ internal control over financial reporting as of November 29, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, H.B. Fuller Company and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of November 29, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of November 29, 2025 and November 30, 2024, the related consolidated statements of income, comprehensive income, total equity and cash flows for each of the three years in the period ended November 29, 2025, and the related notes and our report dated January 22, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

January 22, 2026

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

CONSOLIDATED STATEMENTS OF TOTAL EQUITY

CONSOLIDATED STATEMENTS of CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts)

Note1: Nature of Business and Summary of Significant Accounting Policies

Nature of Business

H.B. Fuller Company and our subsidiaries formulate, manufacture and market specialty adhesives, sealants, coatings, polymers, tapes, encapsulants, additives and other specialty chemical products globally, with sales operations in 34 countries in North America, Europe, Latin America, Asia Pacific, India, the Middle East and Africa.

We have three reportable segments: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Building Adhesive Solutions. In2025, as a percentage of total net revenue by operating segment, Hygiene, Health and Consumable Adhesives accounted for 45 percent, Engineering Adhesives 30 percent and Building Adhesive Solutions 25 percent.

Our Hygiene, Health and Consumable Adhesives operating segment produces and supplies a full range of specialty industrial adhesives such as thermoplastic, thermoset, reactive, water-based and solvent-based products for applications in various markets, including packaging (food and beverage containers, flexible packaging, consumer goods, package integrity and re-enforcement, and non-durable goods), converting (corrugation, folding carton, tape and label, paper converting, envelopes, books, multi-wall bags, sacks, and tissue and towel), nonwoven and hygiene (disposable diapers, feminine care and medical garments) and medical and beauty.

Our Engineering Adhesives operating segment produces and supplies high performance industrial adhesives such as reactive, light cure,two-part liquids, polyurethane, silicone, film and fast cure products to the durable assembly (appliances and filters), performance wood (windows, doors and wood flooring) and textile (footwear and sportswear), transportation, electronics, clean energy, aerospace and defense, appliance, heavy machinery and insulating glass markets.

Our Building Adhesive Solutions operating segment includes products used for the commercial roofing industry (pressure-sensitive adhesives, tapes and sealants) and heating, ventilation and air conditioning and insulation applications (duct sealants, weather barriers and fungicidal coatings and block fillers). This operating segment also includes caulks and sealants for the consumer market and professional trade, sold through retailers, primarily in Australia and New Zealand.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of H.B. Fuller Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated. Investments in affiliated companies in which we exercise significant influence, but which we donot control, are accounted for in the Consolidated Financial Statements under the equity method of accounting. As such, consolidated net income includes our equity portion in current earnings of such companies, after elimination of intercompany profits. Investments in which we donot exercise significant influence (generally less than a20 percent ownership interest) are accounted for using the measurement alternative.

Our 50 percent ownership in Sekisui-Fuller Company, Ltd., our Japan joint venture, is accounted for under the equity method of accounting as we donot exercise control over the investee. In fiscal years2025, 2024 and2023, this equity method investment wasnot significant as defined in Regulation S-X under the Securities Exchange Act of1934. As such, financial information as of* November 29, 2025,** November 30, 2024,and December 2, 2023* for Sekisui-Fuller Company, Ltd. isnot required.

Our fiscal year ends on the Saturday closest to* November 30.Fiscal year-end dates were November 29, 2025,** November 30, 2024,and December 2, 2023* for2025, 2024 and2023, respectively. Everyfive orsix years we have a53rd week in our fiscal year.2022 was a53-week year.

Use of Estimates

Preparation of the Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

We sell a variety of adhesives, sealants and other specialty chemical products to a diverse customer base. The vast majority of our arrangements contain a single performance obligation to transfer manufactured goods to the customer as governed by an individual purchase order.

We recognize revenue at the amount of consideration to which we expect to be entitled in exchange for transferring the promised goods to the customer. The transaction price includes an estimation of any variable amounts of consideration to which we will be entitled. The most common forms of variable consideration within our arrangements are customer rebates, which are recorded as a reduction to revenue at the time of the initial sale using the expected value method. The expected value method is the sum of probability-weighted amounts in a range of possible consideration amounts and is based on consideration of historical, current and forecast information. Changes in estimates are updated each reporting period. There areno material instances where variable consideration is constrained andnot recorded at the initial time of sale. Product returns are recorded as a reduction to revenue based on historical experience and anticipated sales returns that occur in the normal course of business. We primarily have assurance-type warranties that donot result in separate performance obligations. We have elected to present revenue net of sales and other similar taxes.

We recognize revenue when control of goods is transferred to the customer. For the vast majority of our arrangements, control transfers at a point in time either upon shipment or upon delivery of the goods to the customer. The timing of transfer of control is determined considering the timing of the transfer of legal title, physical possession, and risks and rewards of goods to the customer.

We record shipping and handling revenue in net revenue and outbound shipping and handling costs in cost of goods sold. The majority of our shipping and handling activities are performed prior to transfer of control of the goods to the customer. For those arrangements where we provide shipping and handling services after control of the goods has transferred to the customer, we have elected the practical expedient allowed under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic606 to account for these activities as a fulfillment cost rather than as a separate performance obligation.

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Provisions for sales returns are estimated based on historical experience and are adjusted for known returns, if material. Customer incentive programs (primarily volume purchase rebates) and arrangements such as cooperative advertising, slotting fees and buy-downs are recorded as a reduction of net revenue in accordance with ASC606. Customer incentives recorded in the Consolidated Statements of Income as a reduction of net revenue were $37,941, $43,548 and $35,896 in2025, 2024 and2023, respectively.

For certain products, consigned inventory is maintained at customer locations. For this inventory, revenue is recognized in the period that the inventory is consumed. Sales to distributors require a distribution agreement or purchase order. As a normal practice, distributors donot have a right of return.

Cost of Sales

Cost of sales includes raw materials, container costs, direct labor, manufacturing overhead, delivery expenses and other less significant indirect costs related to the production of our products.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses include sales and marketing, research and development, technical and customer service, finance, legal, human resources, general management and similar expenses.

Income Taxes

The income tax provision is computed based on income before income from equity method investments included in the Consolidated Statement of Income. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Enacted statutory tax rates applicable to future years are applied to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances reduce deferred tax assets when it isnot more-likely-than-not that a tax benefit will be realized. See Note11 for further information.

Acquisition Accounting

As we enter into business combinations, we perform acquisition accounting requirements including the following:

We complete valuation procedures and record the resulting fair value of the acquired assets and assumed liabilities based upon the valuation of the business enterprise and the tangible and intangible assets acquired. Enterprise value allocation methodology requires management to make assumptions and apply judgment to estimate the fair value of assets acquired and liabilities assumed. If estimates or assumptions used to complete the enterprise valuation and estimates of the fair value of the acquired assets and assumed liabilities significantly differed from assumptions made, the resulting difference could materially affect the fair value of net assets.

The calculation of the fair value of the tangible assets, including property, plant and equipment, utilizes the cost approach, which computes the cost to replace the asset, less accrued depreciation resulting from physical deterioration, functional obsolescence and external obsolescence. The calculation of the fair value of the identified intangible assets is determined using cash flow models following the income approach or a discounted market-based methodology approach. Significant inputs include estimated revenue growth rates, gross margins, operating expenses and estimated attrition, royalty and discount rates. Goodwill is recorded as the difference in the fair value of the acquired assets and assumed liabilities and the purchase price.

Cash Equivalents

Cash equivalents are highly liquid instruments with an original maturity ofthree months or less. We review cash and cash equivalent balances on a bank by bank basis to identify book overdrafts. Book overdrafts occur when the amount of outstanding checks exceed the cash deposited at a given bank. Book overdrafts, if any, are included in trade payables in our Consolidated Balance Sheets and in operating activities in our Consolidated Statements of Cash Flows.

Restrictions on Cash

There wereno restrictions on cash as of* November 29, 2025* or* November 30, 2024*. There areno contractual or regulatory restrictions on the ability of consolidated and unconsolidated subsidiaries to transfer funds to us, except for typical statutory restrictions which prohibit distributions in excess of net capital or similar tests. The majority of our cash in non-U.S. locations is considered indefinitely reinvested.

Trade Receivables and Allowances

Trade receivables are recorded at the invoiced amount and donot bear interest. Allowances are maintained for doubtful accounts, credits related to pricing or quantities shipped and early payment discounts. The allowance for doubtful accounts includes an estimate of future uncollectible receivables based on the aging of the receivable balance and our collection experience. The allowance also includes specific customer accounts when it is probable that the full amount of the receivable willnot be collected. Current expectations of future doubtful accounts using market and industry data are considered in the specific customer accounts. See Note4 for further information.

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Inventories

Inventories are recorded at cost as determined by the weighted-average cost method and are valued at the lower of cost or net realizable value.

Investments

Investments with a value of $10,388 and $9,814 represent the cash surrender value of life insurance contracts as of* November 29, 2025and November 30, 2024*, respectively. These assets are held to primarily support supplemental pension plans and are recorded in other assets in the Consolidated Balance Sheets. The corresponding gain or loss associated with these contracts is reported in earnings each period as a component of selling, general and administrative expenses.

Equity Investments

Investments in an entity where we own less than20% of the voting stock of the entity and donot exercise significant influence over operating and financial policies of the entity are accounted for using the measurement alternative at cost less impairment plus or minus observable price changes in orderly transactions. We have a policy in place to review our investments at least annually, to evaluate the accounting method and identify observable price changes that could indicate impairment. If we believe that an impairment exists, it is our policy to calculate the fair value of the investment and recognize as impairment any amount by which the carrying value exceeds the fair value of the investment. We recognized an impairment of $1,966 for the year ended* November 30, 2024*. The book value of the equity investments was $3,574 and $1,023 as of* November 29, 2025* and* November 30, 2024*, respectively and are presented in Other assets in the Consolidated Balance Sheets.

Property, Plant and Equipment

Property, plant and equipment are carried at cost and depreciated over the useful lives of the assets using the straight-line method. Estimated useful lives range from 20 to 40 years for buildings and improvements,3 to 20 years for machinery and equipment, and the shorter of the lease or expected life for leasehold improvements. Fully depreciated assets are retained in property and accumulated depreciation accounts until disposed. Upon sale of an asset, the difference between the proceeds and remaining net book value is charged or credited to other (expense) income, net on the Consolidated Statements of Income. Expenditures that add value or extend the life of the respective assets are capitalized, while expenditures that are typical recurring repairs and maintenance are expensed as incurred. Interest costs associated with construction and implementation of property, plant and equipment of $562, $1,859 and $1,769 were capitalized in2025, 2024 and2023, respectively.

Goodwill

We evaluate our goodwill for impairment annually at the beginning of thefourth quarter or earlier upon the occurrence of substantive unfavorable changes in economic conditions, industry trends, costs, cash flows or ongoing declines in market capitalization. The quantitative impairment test requires judgment, including the identification of reporting units, the assignment of assets, liabilities and goodwill to reporting units, and the determination of fair value of each reporting unit. The impairment test requires the comparison of the fair value of each reporting unit with its carrying amount, including goodwill. In performing the impairment test, we determined the fair value of our reporting units through the income approach by using discounted cash flow (“DCF”) analyses. Determining fair value requires the Company to make judgments about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. The cash flows employed in the DCF analysis for each reporting unit are based on the reporting unit's budget, long-term business plan and recent operating performance. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting unit and market conditions. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill is considered tonot be impaired. If the carrying value exceeds estimated fair value, an impairment charge is recorded for any excess of the carrying value over the estimated fair value. Based on the analysis performed for our fiscal2025 annual impairment test, there wereno indications of impairment for any of our reporting units. See Note5 for further information.

Intangible Assets

Intangible assets include patents, customer lists, technology, trademarks and other intangible assets acquired from independent parties and are amortized on a straight-line basis with estimated useful lives ranging from 2 to 20 years. The straight-line method of amortization of these assets reflects an appropriate allocation of the costs of the intangible assets to earnings in proportion to the amount of economic benefits obtained in each reporting period.

Impairment of Long-Lived Assets

Our long-lived assets are tested for impairment whenever events or circumstances indicate that a carrying amount of an asset (asset group)* may**not* be recoverable. An impairment loss would be measured and recognized when the carrying amount of an asset (asset group) exceeds the estimated undiscounted future cash flows expected to result from the use of the asset (asset group) and its eventual disposition. The impairment loss to be recorded would be the excess of the asset's carrying value over its fair value. Fair value is generally determined using a DCF analysis or other valuation technique. Costs related to internally developed intangible assets are expensed as incurred.

Foreign Currency Translation

Assets and liabilities of non-U.S. functional currency entities are translated to U.S. dollars at period-end exchange rates, and the resulting gains and losses arising from the translation of those net assets are recorded as a cumulative translation adjustment, a component of accumulated other comprehensive income (loss) in stockholders' equity. Revenues and expenses are translated using average exchange rates during the year. Foreign currency transaction gains and losses are included in other (expense) income, net in the Consolidated Statements of Income.

We consider a subsidiary’s sales price drivers, currency denomination of sales transactions and inventory purchases to be the primary indicators in determining a foreign subsidiary’s functional currency. Our subsidiaries in certain European countries have a functional currency different than their local currency. All other foreign subsidiaries, which are located in North America, Latin America, Europe, India, the Middle East and Africa ("EIMEA") and Asia Pacific, have the same local and functional currency.

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Pension and Other Postretirement Benefits

We sponsor defined-benefit pension plans in both the U.S. and non-U.S. entities. Also in the U.S., we sponsor other postretirement plans for health care and life insurance benefits. Expenses and liabilities for the pension plans and other postretirement plans are actuarially calculated. These calculations are based on our assumptions related to the discount rate, expected return on assets, projected salary increases, health care cost trend rates and mortality rates. The discount rate assumption is determined using an actuarial yield curve approach, which results in a discount rate that reflects the characteristics of the plan. The approach identifies a broad population of corporate bonds that meet the quality and size criteria for the particular plan. We use this approach rather than a specific index that has a certain set of bonds that* mayor may**not* be representative of the characteristics of our particular plan. Our expected long-term rate of return on U.S. plan assets was based on our target asset allocation assumption of 55 percent equities and 45 percent fixed income. Management, in conjunction with our external financial advisors, determines the expected long-term rate of return on plan assets by considering the expected future returns and volatility levels for each asset class that are based on historical returns and forward-looking observations. The expected long-term rate of return on plan assets assumption used in each non-U.S. plan is determined on a plan-by-plan basis for each local jurisdiction and is based on expected future returns for the investment mix of assets currently in the portfolio for that plan. Management, in conjunction with our external financial advisors, develops expected rates of return for each plan, considers expected long-term returns for each asset category in the plan, reviews expectations for inflation for each local jurisdiction, and estimates the impact of active management of the plan’s assets. Note10 includes disclosure of assumptions employed in these measurements for both the non-U.S. and U.S. plans.

Asset Retirement Obligations

We recognize asset retirement obligations ("ARO") in the period in which we have an existing legal obligation associated with the retirement of a tangible long-lived asset, and the amount can be reasonably estimated. The ARO is recognized at fair value when the liability is incurred. Upon initial recognition of a liability, that cost is capitalized as part of the related long-lived asset and accreted on a straight-line basis over the remaining estimated useful life of the related asset. We have recognized a liability related to special handling of asbestos related materials in certain facilities for which we have plans or expectation of plans to undertake a major renovation or demolition project that would require the removal of asbestos or have plans or expectation of plans to exit a facility. In addition, we have determined that we have facilities with some level of asbestos that will require abatement action in the future. Once the probability and timeframe of an action are determined, we apply certain assumptions to determine the related liability and asset. These assumptions include the use of inflation rates, the use of credit adjusted risk-free discount rates and the estimation of costs to handle asbestos related materials. The recorded liability is required to be adjusted for changes resulting from the passage of time and/or revisions to the timing or the amount of the original estimate. The asset retirement obligation liability was $3,155 and $3,321 at* November 29, 2025and November 30, 2024*, respectively.

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which donot contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments are made, or remedial efforts are probable, and the costs can be reasonably estimated. The timing of these accruals is generallyno later than the completion of feasibility studies.

Contingent Consideration Liabilities

Concurrent with business acquisitions, we enter into agreements that require us to pay the sellers a certain amount based upon a formula related to the entity’s financial results. The change in fair value of the contingent consideration liability is recorded in SG&A expenses in the Consolidated Statements of Income.

Share-based Compensation

We have various share-based compensation programs which provide for equity awards, including non-qualified stock options, incentive stock options, restricted stock units, performance awards and deferred compensation. We use the straight-line attribution method to recognize compensation expense associated with share-based awards based on the fair value on the date of grant, net of the estimated forfeiture rate. Expense is recognized over the requisite service period related to each award, which is the period between the grant date and the earlier of the award’s stated vesting term or the date the employee is eligible for early retirement based on the terms of the plan. The fair value of stock options is estimated using the Black-Scholes option pricing model. All of our stock compensation expense is recorded in SG&A expenses in the Consolidated Statements of Income.** **See Note9 for additional information.

Earnings per Share

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 awards, 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. The computations for basic and diluted earnings per share are as follows:

Share-based compensation awards for 2,119,140,853,398 and 1,089,054 shares for2025, 2024 and2023, respectively, were excluded from the diluted earnings per share calculation because they were antidilutive.

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Financial Instruments and Derivatives

As a part of our ongoing operations, we are exposed to market risks such as changes in foreign currency exchange rates and interest rates. To manage these risks, we* may*enter into derivative transactions pursuant to our established policies.

Our objective is to balance, where possible, non-functional currency denominated assets to non-functional currency denominated liabilities to have a natural hedge and minimize foreign exchange impacts. We minimize risks from foreign currency exchange rate fluctuations through normal operating and financing activities and, when deemed appropriate, through the use of derivative instruments. Derivatives consisted primarily of forward currency contracts used to manage foreign currency denominated assets and liabilities. For derivative instruments outstanding that werenot designated as hedges for accounting purposes, the gains and losses related to mark-to-market adjustments were recognized as other (expense) income, net in the income statement during the periods the derivative instruments were outstanding. To manage exposure to currency rate movements on expected cash flows, the Company* may*enter into cross-currency swap agreements.

The Company manages interest expense using a mix of fixed and floating rate debt. To manage exposure to interest rate movements and to reduce borrowing costs, the Company* may*enter into interest rate swap agreements.

Changes in the fair values of derivatives are recorded in net earnings or other comprehensive income, based on the type of derivative, and whether the instrument is designated and effective as a hedge transaction. Gains or losses on derivative instruments reported in accumulated other comprehensive income (loss) are reclassified to earnings in the period the hedged item affects earnings. Any ineffectiveness is recognized in earnings in the current period. We maintain master netting arrangements that allow us to net settle contracts with the same counterparties; we donot elect to offset amounts in our Consolidated Balance Sheet. These arrangements generally donot call for collateral. We donot enter into any speculative positions with regard to derivative instruments. See Note12 for further information regarding our financial instruments.

Purchase of Company Common Stock

Under the Minnesota Business Corporation Act, repurchased stock is included in authorized shares but isnot included in shares outstanding. The excess of the repurchase cost over par value is charged to additional paid-in capital. When additional paid-in capital is exhausted, the excess reduces retained earnings. We indirectly repurchased 56,228,93,102 and 113,868 shares of common stock in2025, 2024 and2023, respectively, through a net-settlement feature in connection with the statutory minimum tax withholding related to vesting of restricted stock. We repurchased 977,537 shares and 407,400 shares of common stock from our share repurchase program in2025 and2024, respectively. No shares were repurchased from our share repurchase program in2023.

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* November 29, 2025* were appro ximately $7,379**.** 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.

The following table summarizes the outstanding obligations confirmed as valid under the Company’s supplier finance programs for the year ended* November 29, 2025:*

Business Interruption Insurance Proceeds

The Company made insurance claims to recover lost margin and additional costs incurred in connection with a fire at our Tucker production facility in* June 2022and unprecedented freezing weather that impacted our Texas facilities in February 2021.During the year ended November 30, 2024,the Company received business interruption insurance recovery payments of $2,393, which have been recorded in selling, general and administrative expenses. The insurance claims were fully settled in September 2024.We didnot* receive any insurance recovery payments in2025.

New Accounting Pronouncements

In* November 2024,the 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 currently evaluating the impact of adopting this guidance on the related financial statement disclosures.

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 currently evaluating the impact of adopting this guidance on the related financial statement disclosures.

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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. We adopted the standard retrospectively beginning with our fiscal year ending* November 29, 2025.Refer to Note15,* Segments, for further information on our segment reporting.

Recently issued accounting standards or pronouncementsnot disclosed above have been excluded as they arenot relevant to the Company.

Note2: Acquisitions and Divestiture

Acquisitions

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

On* November 17, 2025,we completed the acquisi tion of ND Industries Fastening Elements Locking and Sealing Technologies Industry and Trade Inc.("ND Industries Turkey") for a purchase price of 334,106 Turkish lira, or approximately $7,902 which was funded through existing cash. This includes a holdback amount of 105,699 Turkish lira that will be paid intwo* payments on the18-month and36-month anniversaries of the closing date. Head quartered in Istanbul, Turkey, ND Industries Turkey is aleading provider of specialty adhesives and fastener locking and sealing solutions. The acquisition of ND Industries Turkey is expected to accelerate the realization of our top growth priorities in EIMEA, consistent with our strategy to proactively drive capital allocation to the highest margin, highest growth market segments within the functional coatings, adhesives, sealants and elastomer industry. The acquisition fair value measurement was preliminary as of* November 29, 2025* and includes goodwill of $4,716, other intangible assets of $2,292 and other net assets of $894. Goodwill represents expected synergies from combining ND Industries Turkey with our existing business. Goodwill isnot deductible for tax purposes. ND Industries Turkey is included in our Engineering Adhesives operating segment.

ND Industries Asia, Inc.

On* February 15, 2025,we acquired the assets of ND Industries Asia, Inc. ("ND Industries Taiwan") for a purchase price of 271,860 Taiwan dollars, or approximately $8,310 which was funded through existing cash. Headquartered in Kaohsiung, Taiwan, ND Industries Taiwan is a leading provider of specialty adhesives and fastener locking and sealing solutions. The acquisition of ND Industries Taiwan is expected to accelerate the realization of our top growth priorities in Greater Asia, consistent with our strategy to proactively drive capital allocation to the highest margin, highest growth market segments within the functional coatings, adhesives, sealants and elastomer industry. The acquisition fair value measurement was final as of November 29, 2025* and includes goodwill of $2,801, other intangible assets of $2,400 and other net assets of $3,109. Goodwill represents expected synergies from combining ND Industries Taiwan with our existing business. Goodwill isnot 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 191,868 Euros, or approximately $196,990 which was funded through borrowings on our credit facility and existing cash. The transaction includes a 30,000 Euro holdback to be paid inthree annual tranches beginningone year after the date of acquisition. The fair value of the holdback was 28,170 Euros and is included in the total purchase price. 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 measurement was preliminary as of* November 29, 2025* and includes goodwill of $90,593, other intangible assets of $104,723 and other net assets of $1,674. Goodwill represents expected synergies from combining GEM and Medifill with our existing business. Goodwill isnot 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 18,342 British pound sterling, or approximately $23,428 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 final as of* August 30, 2025,and includes other intangible assets of $6,974, goodwill of $3,805 and other net assets of $12,649. 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:

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.

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 former Construction Adhesives segment for a fair value of $74,327. The net book value of the assets sold was $76,654, which resulted in a $2,327 loss. The loss on sale is recorded inother (expense) income, net in the Consolidated Statements of Income for the year ended November 29, 2025.*

During thefourth quarter of the year ended* November 30, 2024,when we committed to a plan to sell our North American Flooring business, we classified the assets and liabilities of this business as held for sale and included them in their corresponding categories in the Consolidated Balance Sheets as of November 30, 2024.Assets and liabilities held for sale are required to be recorded at the lower of carrying value or fair value, less costs to sell in accordance with ASC360,* Impairment or Disposal of Long Lived Assets. We measured the fair value of these assets and liabilities primarily using observable inputs at the measurement date and determined their carrying value was greater than the fair value less costs to sell. Accordingly, we recorded a pre-tax loss on assets held for sale of $47,267 during the year ended* November 30, 2024.Included in this amount was $32,079 for goodwill impairment, $6,109 for net intangible impairment and $9,079 for net property, plant and equipment impairment. The loss is recorded inother(expense) income, net in the Consolidated Statements of Income for the year ended November 30, 2024.*

The following table summarizes the condensed assets and liabilities that were held for sale as of* November 30 2024:*

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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 began to be implemented in thesecond quarter of fiscal year2023 and were completed as of* November 29, 2025.Remaining cash payments will continue into fiscal year2026.* In implementing the Plans, the Company currently expects to incur pre-tax costs of approximately $80,000 to$85,000 for severance and related employee costs globally, and other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans.

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

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

A summary of the restructuring liability is presented below:

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

Note4: Supplemental Financial Statement Information

Statement of Income Information

Additional details of income statement amounts for2025, 2024 and2023 are as follows:

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Balance Sheet Information

Additional details of balance sheet amounts as of* November 29, 2025and November 30, 2024* are as follows:

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Additional details on the trade receivables allowance for doubtful accounts, credits related to pricing or quantities shipped and early payment discounts for2025, 2024 and2023 are as follows:

Statement of Comprehensive Income Information

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

1 Income taxes arenot provided for foreign currency translation relating to indefinite investments in international subsidiaries.

2 Gain reclassified from accumulated other comprehensive loss into earnings as part of net periodic benefit related to pension and other postretirement benefit plans is reported in cost of sales and SG&A expenses.

3 (Loss) gain reclassified from accumulated other comprehensive income into earnings is reported in other (expense) income, net.

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Statement of Total Equity Information

Components of accumulated other comprehensive (loss) income are as follows:

Note5: Goodwill and Other Intangible Assets

Goodwill balances by reportable segment consisted of the following:

As discussed in Note15, Segments, as of the beginning of the fiscal year2025, we reorganized our operating segments 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. Prior period segment information has been recast retrospectively to reflect the realignment.

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

Amortization expense with respect to amortizable intangible assets was $86,546, $83,656 and $79,514 in2025, 2024 and2023, respectively. See Note2 for further discussion of the impairment to assets held for sale.

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

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* November 29, 2025and November 30, 2024* were $0 and $461, respectively, and relate to trademarks and trade names. The change in non-amortizable assets in2025 compared to2024 was due to impairment.

Note6: Leases

As a lessee, the Company leases office, manufacturing and warehouse space, and equipment. Certain lease agreements include rental payments adjusted annually based on changes in an inflation index. Our leases donot contain material residual value guarantees or material restrictive covenants. Lease expense is recognized on a straight-line basis over the lease term. We determine if an arrangement is a lease upon inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used.

Operating lease and finance lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company’s incremental borrowing rate. We determine the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region.

Certain leases includeone or more options to renew, with terms that can extend the lease term up tofive years. We include options to renew the lease as part of the right-of-use lease asset and liability when it is reasonably certain we will exercise the option. In addition, certain leases contain termination options with an associated penalty. In general, the Company isnot reasonably certain to exercise such options.

For the measurement and classification of lease agreements, we group lease and non-lease components into a single lease component for all underlying asset classes. Variable lease payments primarily include payments for non-lease components, such as maintenance costs, payments for leased assets used beyond their non-cancelable lease term as adjusted for contractual options to terminate or renew, and payments for non-components such as sales tax. Certain leases contain immaterial variable lease payments based on usage.

The components of lease expense are as follows:

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Supplemental balance sheet information related to leases is as follows:

As of* November 29, 2025*, the weighted average remaining lease term is 6.1 years and the weighted average discount rate is 5.4% for the Company's operating lease agreements. The weighted average remaining lease term is 5.9 years and the weighted average discount rate is 5.3% for the Company's finance lease agreements.

Supplemental information related to leases is as follows:

Maturities of lease liabilities are as follows:

Note7: Notes Payable, Long-Term Debt and Lines of Credit

Notes Payable

We didnot have any outstanding notes payable balance at* November 29, 2025* and a balance of $587 at* November 30, 2024*. Notes payable primarily represents various foreign subsidiaries’ other short-term borrowings that werenot part of committed lines. The weighted-average interest rate on short-term borrowings outstanding was 1.35 percent in2024. Fair values of these short-term obligations approximate their carrying values due to their short maturity. There wereno funds drawn from the short-term committed lines at* November 29, 2025*.

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Long-Term Debt

1 Term Loan A, due on* February 15, 2028,$500,000 variable rate at the Secured Overnight Financing Rate ("SOFR") plus an adjustment of 0.10 percent and an interest rate spread of 1.50 percent based on a leverage grid (5.52 percent at November 29, 2025*).

2 Term Loan B, due on* February 15, 2030,$994,000 variable rate at the SOFR plus 1.75 percent with a SOFR floor of 0.50 percent (5.67 percent at November 29, 2025*).

3 Public Notes, due* February 15, 2027,*$300,000 4.00 percent fixed.

4 Public Notes, due* October 15, 2028,*$300,000 4.25 percent fixed; swapped to a floating rate as detailed below.

On* February 15, 2023,we entered into a credit agreement with a consortium of financial institutions (“Second Amended and Restated Credit Agreement”) which replaced our existing revolving credit agreement under the amended and restated revolving credit agreement dated October 20, 2020and also replaced our secured term loan credit agreement dated October 20, 2017.The Second Amended and Restated Credit Agreement provides for a senior secured term loan A facility in an aggregate principal amount of $500,000 (“Term Loan A”), a senior secured term loan B facility in an aggregate principal amount of $800,000 (“Term Loan B”) and amendments to and extension of our existing senior secured revolving credit facility with an aggregate commitment in the amount of $700,000 (“Revolving Credit Facility”). A portion of the proceeds of the combined facilities, (the “Credit Facilities”) was used to pay off the existing term loan and revolver. Additionally, we wrote off $2,689 of debt issuance costs related to this payoff which was recorded in interest expense for the year ended December 2, 2023.The Credit Facilities are generally used to finance working capital needs and acquisitions, and for general corporate purposes. All of our obligations under the Credit Facilities are secured by afirst*-lien security interest in substantially all personal property and material real property of the Company and its material U.S. subsidiaries and are guaranteed by all of the Company’s material U.S. subsidiaries.

On* March 4, 2024,*we entered into a Refinancing and Incremental Amendment (the “Refinancing and Incremental Amendment”), which amended the Second Amended and Restated Credit Agreement. Pursuant to the Refinancing and Incremental Amendment under the Credit Agreement, the existing $794,000 principal amount of Term B loans (the “Amended TLB”) were refinanced and certain lenders to the Refinancing and Incremental Amendment made additional Term B loans to the Company in the principal amount of $200,000, thereby increasing the aggregate principal amount of the Amended TLB to $994,000. Furthermore, the interest rate margins applicable to the Amended TLB were decreased by 25 basis points (0.25% per annum) to 200 basis points for SOFR loans and 100 basis points for prime rate loans. The additional $200,000 of proceeds will be used to finance our working capital needs and for general corporate purposes, including permitted acquisitions. The maturity date of Term B loans remains unchanged. The commitment fee rates and interest rates applicable to the revolving credit facility and the Term Loan A facility remain unchanged.

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. 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.

Term Loans

Interest on Term Loan A is payable at a rate of SOFR plus an adjustment of 0.10 percent and an interest rate spread of 1.50 percent (5.52 percent at* November 29, 2025*). The interest rate spread is based on a secured leverage grid. Term Loan A matures on* February 15, 2028.At November 29, 2025*, a balance of $431,250 was outstanding on the Term Loan A. Interest on Term Loan B borrowings is payable at SOFR plus an interest rate spread of 1.75 percent with a SOFR floor of 50 basis points(5.67 percent at* November 29, 2025*). Term Loan B matures on* February 15, 2030.At November 29, 2025*, a balance of $979,146 was outstanding on the Term Loan B.

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. On* February 28, 2023,after entering into the Second Amended and Restated Credit Agreement, we amended the interest rate swap agreement to1*-month SOFR and a fixed rate of 3.7260 in accordance with the practical expedients included in ASC848, Reference Rate Reform. See Note12 for further discussion of this interest rate swap. On* March 16, 2023,we entered into an interest rate swap agreement to convert $300,000 of our1*-month SOFR rate debt to a fixed rate of 3.7210 percent and to convert $100,000 of our1-month SOFR rate debt to a fixed rate of 3.8990 percent. See Note12 for further discussion of this interest rate swap.

Public Notes

On* February 14, 2017,we issued $300,000 aggregate principal of 10-year unsecured public notes (“10*-year Public Notes”) due* February 15, 2027*with a fixed coupon of 4.00 percent. Proceeds from this debt issuance were used to repay $138,000 outstanding under the revolving credit facility at that time and prepay $158,750 of our Term Loan A under the credit agreement at that time.

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On* October 20, 2020,we issued $300,000 aggregate principal of 8-year unsecured public notes (“8*-year Public Notes”) due* October 15, 2028with a fixed coupon of 4.25 percent. Proceeds from this debt issuance were used to prepay $300,000 of our Term Loan B at that time. On February 12, 2021,we entered into interest rate swap agreements to convert our8*-year Public Notes to a variable interest rate of1-month LIBOR plus 3.28 percent. On* June 30, 2023,*1-month LIBOR 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. See Note12 for further discussion of these interest rate swaps.

The Public Notes are senior unsecured obligations of the Company and will rank equally with the Company’s other unsecured and unsubordinated debt from time to time outstanding.

Fair Value of Long-Term Debt

Long-term debt had an estimated fair value of $2,041,062 and $2,015,468 as of* November 29, 2025and 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.

Long-term Debt Maturities

Maturities of long-term debt for the nextfive fiscal years are as follows:

Revolving Credit Facility

Interest on the Revolving Credit Facility is payable at SOFR plus an adjustment of 0.10 percent and an interest rate spread of 1.50 percent (5.52 percent at* November 29, 2025*). A facility fee of 20 basis points of the unused commitment under the Revolving Credit Facility is payable quarterly. The interest rate spread and the facility fee are based on a secured leverage grid. At* November 29, 2025*, there was $36,000 balance outstanding on the Revolving Credit Facility. The Revolving Credit Facility matures on* February 15, 2028.*

As of* November 29, 2025*, amounts related to our revolving credit facility was as follows:

The secured, multi-currency revolving credit facility can be drawn upon for general corporate purposes up to a maximum of $700,000, less issued letters of credit. At* November 29, 2025*, letters of credit reduced the available amount under the revolving credit facility by $11,362.

Covenants and Other

Under the Refinancing and Incremental Amendment, the Revolving Credit Facility and Term Loan A are subject to certain covenants and restrictions. For these facilities, we are required to maintain a secured leverage ratio, as defined in the agreement,no greater than 4.75 to1.00 for our fiscal quarters ending on or prior to* June 1, 2024and then 4.50 to1.00* thereafter. We are also required to maintain an interest coverage ratio ofnot less than 2.00 to1.00.

Restrictive covenants include, but arenot limited to, limitations on secured and unsecured borrowings, interest coverage, intercompany transfers and investments,third party investments, dispositions of assets, leases, liens, dividends and distributions, and contains a maximum total debt to trailingtwelve months EBITDA requirement. Certain covenants become less restrictive after meeting leverage or other financial ratios. In addition, we cannot be a member of any consolidated group as defined for income tax purposes other than with our subsidiaries.

We are subject to mandatory prepayments in thefirst quarter of each fiscal year equal to 50 percent of Excess Cash Flow, as defined inthe Refinancing and Incremental Amendment, of the prior fiscal year less any voluntary prepayments made during that fiscal year. The Excess Cash Flow Percentage shall be reduced to 25 percent when our Secured Leverage Ratio is below4.25:1.00 and to 0 percent when our Secured Leverage Ratio is below3.75:1.00.

The principal balance of the Term Loan B loans will be repayable in equal quarterly installments in an aggregate annual amount equal to 1 percent of the original principal amount thereof, with the balance due at maturity on* February 15, 2030.The principal balance of the Term Loan A loans will be repayable in quarterly installments as follows: (i) with respect to thefirst* eight fiscal quarters ended after the effective date of the Second Amended and Restated Credit Agreement,1.25 percent of the aggregate principal amount of the original principal of the Term Loan A loans, (ii) with respect to theeight fiscal quarters ended after the end of the period set forth in the preceding clause (i),1.875 percent of the aggregate principal amount of the original principal amount of the Term Loan A loans, and (iii) thereafter,2.5 percent of the original principal amount of the Term Loan A loans, with the balance due at maturity on* February 15, 2028.*

The Indenture under which the Public Notes have been issued contains covenants imposing certain limitations on the ability of the Company to incur liens or enter into sales and leaseback transactions. It also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include among other things nonpayment, breach of covenants in the Indenture and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to the Public Notes, the Trustee or holders of at least25% in principal amount outstanding of the Public Notes* may*declare the principal and the accrued and unpaid interest, if any, on all of the outstanding Public Notes to be due and payable. These covenants and events of default are subject to a number of important qualifications, limitations and exceptions that are described in the Indenture.

As of* November 29, 2025*, we were in compliance with all covenants of our contractual obligations for outstanding indebtedness.

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Note8: Stockholders' Equity

Preferred Stock

The Board of Directors is authorized to issue up to 10,045,900 shares of preferred stock that* maybe issued inone* or more series and with such stated value and terms as the Board of Directors* may*determine.

Common Stock

There were 160,000,000 shares of common stock with a par value of $1.00 authorized and 54,174,963 and 54,657,103 shares issued and outstanding at* November 29, 2025and November 30, 2024*, respectively.

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 repurchase of the shares, we reduce our common stock for the par value of the shares with the excess being applied against additional paid-in capital. We repurchased shares under this program with an aggregate value of $56,930 during2025 and $31,811 during2024. We didnot repurchase any shares during2023 under our share repurchase program. Up to $211,000 of our outstanding common shares may*still be repurchased under the current share repurchase program.

Dividends declared per common share were$0.928 and $0.856 for the year ended* November 29, 2025and November 30, 2024*, respectively.

Note9: Accounting for Share-Based Compensation

We have various share-based compensation programs, which provide for equity awards including non-qualified stock options, incentive stock options, restricted stock units, performance awards and deferred compensation. These equity awards fall under several plans and are described below.

Share-based Compensation Plans

We currently grant stock options and restricted stock units under equity compensation and deferred compensation plans.

Stock options are granted to officers and key employees at pricesnot less than the fair market value at the date of grant. Non-qualified stock options are generally exercisable beginningone year from the date of grant in cumulative yearly amounts of 33.3 percent. Incentive stock options are based on certain performance-based criteria and are generally exercisable at a stated date when the performance criteria is measured. Stock options generally have a contractual term of 10 years. Options exercised represent newly issued shares.

Restricted stock awards are nonvested stock-based awards that include grants of restricted stock units. Restricted stock awards are independent of option grants and are subject to forfeiture if employment terminates prior to the release of the restrictions. Time-based restricted stock awards generally vest beginningone year from the date of grant or 33.3 percent per year forthree years, depending on the grant. Performance-based restricted stock awards vest three years from the date of grant. During the vesting period, ownership of the shares cannot be transferred.

Restricted stock units have dividend equivalent rights equal to the cash dividend paid on restricted stock shares. However, restricted stock units donot have voting rights of common stock and arenot considered issued and outstanding upon grant. Restricted stock units become newly issued shares when vested. The dividend equivalent rights for restricted stock units are forfeitable.

We expense the cost, which is the grant date fair market value, of the restricted stock units ratably over the period during which the restrictions lapse. The grant date fair value is our closing stock price on the date of grant.

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We are required to recognize compensation expense when an employee is eligible to retire. We consider employees eligible to retire at age55 and after10 years of service. Awards granted to retirement-eligible employees are forfeited if the retirement-eligible employees retire prior to180 days after the grant. Accordingly, the related compensation expense is recognized during the180 day period for awards granted to retirement-eligible employees or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period.

2020 Master Incentive Plan

This plan allows for granting of awards to any employee, officer, non-employee director, consultant, independent contractor or advisor providing services to us or any of our affiliates, or any person to whom an offer of employment or engagement with us or any of our affiliates has been made. The plan permits granting of (a) stock options; (b) stock appreciation rights; (c) restricted stock and restricted stock units; (d) performance awards; (e) dividend equivalents; (f) other awards based on our common stock, including shares for amounts employees or non-employee directors deferred under the deferred compensation plans. There were 4,122,870 common shares available for grant as of* November 29, 2025*.

2018 Master Incentive Plan

This plan allows for granting of awards to employees. The plan permits granting of (a) stock options; (b) stock appreciation rights; (c) restricted stock and restricted stock units; (d) performance awards; (e) dividend equivalents; (f) other awards based on our common stock, including shares for amounts employees deferred under the Key Employee Deferred Compensation Plan.

Year2016* Master Incentive Plan*

This plan allows for granting of awards to employees. The plan permits granting of (a) stock options; (b) stock appreciation rights; (c) restricted stock awards; (d) performance awards; (e) dividend equivalents; and (f) other awards based on our common stock, including shares for amounts employees deferred under the Key Employee Deferred Compensation Plan.

2009 Directors’ Stock Incentive Plan

This plan permits granting of (a) shares for amounts non-employee directors defer under the Directors’ Deferred Compensation Plan and (b) discretionary grants of restricted stock, stock options, stock appreciation rights, performance awards and other stock awards.

Directors' Deferred Compensation Plan

This plan allows non-employee directors to defer all or a portion of their retainer and meeting fees in a number of investment choices, including units representing shares of our common stock. We provide a 10 percent match on deferred compensation invested in these units. These units are required to be paid out in our common stock.

Key Employee Deferred Compensation Plan

This plan allows key employees to defer a portion of their eligible compensation in a number of investment choices, including units representing shares of Company common stock. We provide a 10 percent match on deferred compensation invested in these units.

Grant-Date Fair Value

We use the Black-Scholes option-pricing model to calculate the grant-date fair value of stock option awards. The fair value of options granted during2025, 2024 and2023 were calculated using the following assumptions:

Expected life – We use historical employee exercise and option expiration data to estimate the expected life assumption for the Black-Scholes grant-date valuation. We believe that this historical data is currently the best estimate of the expected term of a new option. We use a weighted-average expected life for all awards.

Expected volatility – Volatility is calculated using our stock’s historical volatility for the same period of time as the expected life. We haveno reason to believe that its future volatility will differ from the past.

Risk-free interest rate – The rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the same period of time as the expected life.

Expected dividend yield – The calculation is based on the total expected annual dividend payout divided by the closing stock price on the date of grant.

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Expense

We use the straight-line attribution method to recognize share-based compensation expense for option awards and restricted stock units. Incentive stock options and performance awards are based on certain performance-based metrics and the expense is adjusted quarterly, based on our projections of the achievement of those metrics. The amount of share-based compensation expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The expense is recognized over the requisite service period, which for us is the period between the grant date and the earlier of the award’s stated vesting term or the date the employee is eligible for early vesting based on the terms of the plans.

Total share-based compensation expense was $22,055, $21,914 and $19,911 for2025, 2024 and2023, respectively. All share-based compensation was recorded as SG&A expense.

As of* November 29, 2025*,$9,891 of unrecognized compensation costs related to unvested stock option awards is expected to be recognized over a weighted-average period of 1.1 years. Unrecognized compensation costs related to unvested restricted stock units was$9,866 which is expected to be recognized over a weighted-average period of 1.0 years.

Stock Option Activity

The stock option activity for the years ended* November 29, 2025,** November 30, 2024,and December 2, 2023* is summarized below:

The fair value of options granted during2025, 2024 and2023 was$12,587,$13,214 and$10,577, respectively. Total intrinsic value of options exercised during2025, 2024 and2023 was$6,855,$25,258 and$8,015, respectively. For options outstanding at* November 29, 2025*, the weighted-average remaining contractual life was 4.9 years and the aggregate intrinsic value was$27,053. There were 3,904,816 options exercisable at* November 29, 2025*, with a weighted-average remaining contractual life of 4.2 years and an aggregate intrinsic value of$27,031. Intrinsic value is the difference between our closing stock price on the respective trading day and the exercise price, multiplied by the number of options exercised. Proceeds received from option exercises during the year ended* November 29, 2025,** November 30, 2024,and December 2, 2023* were$9,848,$35,927 and$14,619, respectively. The Company’s actual tax benefits realized for the tax deductions related to the exercise of stock options for2025, 2024 and2023 was$2,037,$6,114 and$1,885, respectively.

Restricted Stock Unit Activity

The nonvested restricted stock unit activity for the years ended* November 29, 2025,** November 30, 2024,and December 2, 2023* is summarized below:

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Total fair value of restricted stock units vested during2025,2024, and2023 was $12,822, $17,027 and $6,101, respectively. The total fair value of nonvested restricted stock at* November 29, 2025* was $29,110.

We indirectly repurchased 57,115,100,560 and 37,715 shares during2025, 2024 and2023, respectively, through a net-settlement feature in connection with the statutory minimum tax withholding related to vesting of restricted stock. The Company’s actual tax benefits realized for the tax deductions related to the restricted stock vested for2025, 2024 and2023 was $2,793, $4,237 and $1,396, respectively.

Deferred Compensation Activity

Deferred compensation units are fully vested at the date of contribution. The deferred compensation units outstanding for the years ended* November 29, 2025,** November 30, 2024,and December 2, 2023* is summarized below:

1 The non-employee directors’ company match includes 19,132,13,926 and 17,580 deferred compensation units paid as discretionary awards to all non-employee directors in2025, 2024 and2023, respectively.

The fair value of non-employee directors’ company matches for2025, 2024 and2023 was $181, $182 and $172, respectively. The fair value of the non-employee directors’ discretionary award was $1,155, $1,200 and $1,200 for2025,2024 and2023, respectively. The fair value of employee company matches was $97, $78 and $79 for2025, 2024 and2023, respectively.

Note10: Pension and Postretirement Benefits

Defined Contribution Plan

All U.S. employees have the option of contributing up to 75 percent of their pre-tax earnings to a401(k) plan, subject to IRS limitations. We match up to thefirst 4 percent of each employee's pre-tax earnings, based on the employee’s contributions. All U.S. employees are eligible for a separate annual non-discretionary retirement contribution to the401(k) plan of 1 percent of pay, that is invested based on the election of the individual participant. The 1 percent contribution is in addition to our 4 percent matching contribution described above and is in lieu of participation in our defined benefit pension plan. The total contribution to the401(k) plan for2025 was $16,537 which included the cost of the 4 percent company match of $10,389 and the additional 1 percent contribution of $6,148. The total contributions to the401(k) plan were $15,590 and $14,221 in2024 and2023, respectively.

All U.S. employees are eligible to receive an annual discretionary non-elective contribution to the401(k) plan of up to3 percent based on achieving the Company’s earnings per share target. This discretionary contribution is in addition to the contributions described above. There was $2,819 accrued for a discretionary non-elective contribution for2025 andno discretionary non-elective contribution for2024.

The defined contribution plan liability recorded in the Consolidated Balance Sheets was $13,011 and $11,992 in2025 and2024, respectively, for the U.S. Plan and several statutorily required non-U.S. Plans.

Defined Benefit Plans

Noncontributory defined benefit pension plans cover all U.S. employees employed prior to* January 1, 2007.Benefits for these plans are based primarily on each employee’s years of service and average compensation. During2011,* we made significant changes to our U.S. pension plan. The changes included: benefits under the plan were locked-in using service and salary as of* May 31, 2011,participantsno* longer earn benefits for future service and salary as they had in the past, affected participants receive athree percent increase to the locked-in benefit for every year they continue to work for us and we are making a retirement contribution ofthree percent of eligible compensation to the401(k) Plan for those participants. The funding policy is consistent with the funding requirements of federal law and regulations. Plan assets consist principally of listed equity securities and bonds. Other U.S. postretirement benefits are funded through a Voluntary Employees' Beneficiaries Association Trust.

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Health care and life insurance benefits are provided for eligible retired employees and their eligible dependents. These benefits are provided through various insurance companies and health care providers. Costs are accrued during the years the employee renders the necessary service.

Certain non-U.S. subsidiaries provide pension benefits for their employees consistent with local practices and regulations. These plans are primarily defined benefit plans covering substantially all employees upon completion of a specified period of service. Benefits for these plans are generally based on years of service and annual compensation.

Following is a reconciliation of the beginning and ending balances of the benefit obligation and fair value of plan assets as of* November 29, 2025and November 30, 2024*:

1 Actuarial gain (loss) in2025 for the U.S. Plans and the Non-U.S. Plans are due to both assumption changes and plan experience. Actuarial gain (loss) in2024 for the U.S. Plans is primarily due to assumption changes. Actuarial gain in2024 for the Non-U.S. Plans are due to both assumption changes and plan experience.

2 Amount excludes benefit payments made from sources other than plan assets.

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The accumulated benefit obligation of the U.S. pension and other postretirement plans was $267,388 at* November 29, 2025* and $275,599 at* November 30, 2024*. The accumulated benefit obligation of the non-U.S. pension plans was $142,034 at* November 29, 2025* and $142,503 at* November 30, 2024*.

The following amounts relate to pension plans with accumulated benefit obligations in excess of plan assets as of* November 29, 2025and November 30, 2024*:

The following amounts relate to pension plans with projected benefit obligations in excess of plan assets as of* November 29, 2025and November 30, 2024*:

Information about the expected cash flows is as follows:

The components of our net period defined benefit pension and postretirement benefit plan costs other than service cost are presented in non-operating expenses and service cost is presented in operating expenses.

Components of net periodic benefit cost and other supplemental information for the years ended* November 29, 2025,** November 30, 2024,and December 2, 2023* are as follows:

1 Under the U.S. pension plan, the compensation amount was locked-in as of* May 31, 2011,and thus the benefitno* longer includes compensation increases.

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The discount rate assumption is determined using an actuarial yield curve approach, which results in a discount rate that reflects the characteristics of the plan. The approach identifies a broad population of corporate bonds that meet the quality and size criteria for the particular plan. We use this approach rather than a specific index that has a certain set of bonds that* mayor may**not* be representative of the characteristics of our particular plan. A higher discount rate reduces the present value of the pension obligations. The discount rate for the U.S. pension plan was 5.15 percent at* November 29, 2025*,5.23 percent at* November 30, 2024* and 5.66 percent at* December 2, 2023*. Net periodic pension cost for a given fiscal year is based on assumptions developed at the end of the previous fiscal year. A discount rate change of 0.5 percentage points at* November 29, 2025* would impact U.S. pension and other postretirement plan (income) expense by approximately $148 (pre-tax) in fiscal2025. Discount rates for non-U.S. plans are determined in a manner consistent with the U.S. plans.

For the U.S. pension plan, we adopted the Adjusted Pri-2012 base mortality table projected generationally using scale MP-2021.

The expected long-term rate of return on plan assets assumption for the U.S. pension plan was 7.50 percent in2025 and 7.75 percent in both2024 and2023. Our expected long-term rate of return on U.S. plan assets was based on our target asset allocation assumption of 55 percent equities and 45 percent fixed-income. Management, in conjunction with our external financial advisors, determines the expected long-term rate of return on plan assets by considering the expected future returns and volatility levels for each asset class that are based on historical returns and forward-looking observations. For2025, the expected long-term rate of return on the target equities allocationwas 8.50 percent and the expected long-term rate of return on the target fixed-income allocation was 5.60 percent. The total plan rate of return assumption included an estimate of the effect of diversification and the plan expense. A change of 0.5 percentage points for the expected return on assets assumption would impact U.S. net pension and other postretirement plan expense by approxi mately $2,811 (pre-tax).

Management, in conjunction with our external financial advisors, uses the actual historical rates of return of the asset categories to assess the reasonableness of the expected long-term rate of return on plan assets.

The expected long-term rate of return on plan assets assumption for non-U.S. pension plans was a weighted-average of 5.03 percent in2025 compared to 5.01 percent in2024 and 5.02 percent in2023. The expected long-term rate of return on plan assets assumption used in each non-U.S. plan is determined on a plan-by-plan basis for each local jurisdiction and is based on expected future returns for the investment mix of assets currently in the portfolio for that plan. Management, in conjunction with our external financial advisors, develops expected rates of return for each plan, considers expected long-term returns for each asset category in the plan, reviews expectations for inflation for each local jurisdiction, and estimates the effect of active management of the plan’s assets. Our largest non-U.S. pension plans are in the United Kingdom and Germany. The expected long-term rate of return on plan assets for the United Kingdom was 4.50 percent and the expected long-term rate of return on plan assets for Germany was 5.50 percent. Management, in conjunction with our external financial advisors, uses actual historical returns of the asset portfolio to assess the reasonableness of the expected rate of return for each plan.

The projected salary increase assumption is based on historic trends and comparisons to the external market. Higher rates of increase result in higher pension expenses. As this rate is also a long-term expected rate, it is less likely to change on an annual basis. Under the U.S. pension plan, the compensation amount was locked-in as of* May 31, 2011and thus the benefitno* longer includes compensation increases.

The asset allocation for the Company’s U.S. and non-U.S. pension plans at the end of2025 and2024 follows.

Plan Asset Management

Plan assets are held in trust and invested in mutual funds, separately managed accounts and other commingled investment vehicles holding U.S. and non-U.S. equity securities, fixed income securities and other investment classes. We employ a total return approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Futures and options* may*also be used to enhance risk-adjusted long-term returns while improving portfolio diversification and duration. Risk management is accomplished through diversification across asset classes, utilization of multiple investment managers and general plan-specific investment policies. Risk tolerance is established through careful consideration of the plan liabilities, plan funded status and our assessment of our overall liquidity position. This asset allocation policy mix is reviewed annually and actual versus target allocations are monitored regularly and rebalanced on an as-needed basis. Plan assets are invested using a combination of active and passive investment strategies. Passive, or “indexed” strategies, attempt to mimic rather than exceed the investment performance of a market benchmark. The plans’ active investment strategies employ multiple investment management firms which in aggregate cover a range of investment styles and approaches. Performance is monitored and compared to relevant benchmarks on a regular basis.

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The U.S. pension plans consist oftwo plans: a pension plan and a supplemental executive retirement plan (“SERP”). There wereno assets in the SERP in2025 and2024. Consequently, all of the data disclosed in the asset allocation table for the U.S. pension plans pertain to our U.S. pension plan.

During2025, we maintained our assets within the allowed ranges of the target asset alloca tion mix of 55 percent equities and 45 percent fixed income plus or minus5 percent and continued our focus to reduce volatility of plan assets in future periods and to more closely match the duration of the assets with the duration of the liabilities of the plan.

The non-U.S. pension plans consist of all the pension plans administered outside the U.S., principally consisting of plans in Germany and the United Kingdom. During2025, we maintained our assets for the non-U.S. pension plans at the specific target asset allocation mix determined for each plan plus or minus the allowed rate and continued our focus to reduce volatility of plan assets in future periods and to more closely match the duration of the assets with the duration of the liabilities of the individual plans. We plan to maintain the portfolios at their respective target asset allocations in2026.

Other postretirement benefits plans consist oftwo U.S. plans: a retiree medical health care plan and a group term life insurance plan. There wereno assets in the group term life insurance plan for2025 and2024. Consequently, all of the data disclosed in the asset allocation table for other postretirement plans pertain to our retiree medical health care plan. Our investment strategy for other postretirement benefit plans is to own insurance policies that maintain an asset allocation nearly completely in equities. These equities are invested in a passive portfolio indexed to the S&P500.

Fair Value of Plan Assets

The following table presents plan assets categorized within athree-level fair value hierarchy as described in Note13.

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1 In accordance with ASC Topic820-10, Fair Value Measurement, certain investments that are measured at NAV (Net Asset Value per share) (or its equivalent) practical expedient havenot been classified in the fair value hierarchy. The fair value amounts represented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position.

The definitions of fair values of our pension and other postretirement benefit plan assets at* November 29, 2025and November 30, 2024* by asset category are as follows:

Equities—Primarily publicly traded common stock for purposes of total return and to maintain equity exposure consistent with policy allocations. Investments include: (i) U.S. and non-U.S. equity securities and mutual funds valued at closing prices from national exchanges; and (ii) commingled funds valued at unit values or net asset values provided by the investment managers, which are based on the fair value of the underlying investments. Funds valued at net asset value have various investment strategies including seeking maximum total returns consistent with prudent investment management, seeking current income consistent with preservation of capital and daily liquidity and seeking to approximate the risk and return characterized by a specific index fund. There areno restrictions for redeeming holdings out of these funds and the funds haveno unfunded commitments.

Fixed income—Primarily corporate and government debt securities for purposes of total return and managing fixed income exposure to policy allocations. Investments include (i) mutual funds valued at closing prices from national exchanges, (ii) corporate and government debt securities valued at closing prices from national exchanges, (iii) commingled funds valued at unit values or net asset value provided by the investment managers, which are based on the fair value of the underlying investments, and (iv) an annuity contract, the value of which is determined by the provider and represents the amount the plan would receive if the contract were cashed out at year-end.

Insurance—Insurance contracts for purposes of funding postretirement medical benefits. Fair values are the cash surrender values as determined by the providers which are the amounts the plans would receive if the contracts were cashed out at year end.

Cash*–*Cash balances on hand, accrued income and pending settlements of transactions for purposes of handling plan payments. Fair values are the cash balances as reported by the Trustees of the plans.

The following is a roll forward of the Level3 investments of our pension and other postretirement benefit plan assets during the years ended* November 29, 2025and November 30, 2024*:

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Note11: Income Taxes

1 Foreign dividend repatriation line includes impact of withholding tax recorded on earnings that areno longer permanently reinvested.

The difference between the change in the deferred tax liability on the balance sheet and the deferred tax provision is primarily related to the defined benefit pension plan adjustment and hedges recorded in accumulated other comprehensive income (loss) offset by liabilities established in purchase accounting.

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Valuation allowances primarily relate to foreign net operating loss carryforwards and branch foreign tax credit carryforwards where the future potential benefits donot meet the more-likely-than-not realization test. The decrease in the valuation allowance is primarily related to a decrease in foreign net operating losses for which the Company doesnot expect to receive a full tax benefit.

Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those deferred tax assets and liabilities are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more-likely-than-not to be realized. We believe it is more-likely-than-not that reversal of deferred tax liabilities and forecasted income will be sufficient to fully recover the net deferred tax assetsnot already offset by a valuation allowance. In the event that all or part of the gross deferred tax assets are determinednot to be realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made.

U.S. income taxes havenot been provided on approximately $1,365,208 of undistributed earnings of non-U.S. subsidiaries. We intend to indefinitely reinvest these undistributed earnings. Cash available in the United States has historically been sufficient and we expect it will continue to be sufficient to fund U.S. cash flow requirements. In the event these earnings are later distributed to the U.S., such distributions would likely result in additional U.S. tax.

While non-U.S. operations have been profitable overall, there are cumulative tax losses of $69,673 in various countries. These tax losses can be carried forward to offset the income tax liabilities on future income in these countries. Cumulative tax losses of $46,198 can be carried forward indefinitely, while the remaining $23,475 of tax losses must be utilized during2026 to2043.

The U.S. has a branch foreign tax credit carryforward of $4,337. A valuation allowance has been recorded against this foreign tax credit carryforward to reflect that this amount isnot more-likely-than-not to be realized.

The table below sets forth the changes to our gross unrecognized tax benefit as a result of uncertain tax positions, excluding accrued interest. We donot anticipate that the total unrecognized tax benefits will change significantly within the nexttwelve months.

Included in the balance of unrecognized tax benefits as of* November 29, 2025and November 30, 2024* are potential benefits of $8,871 and $12,431 respectively, that, if recognized, would affect the effective tax rate.

We report accrued interest and penalties related to unrecognized tax benefits in income tax expense. For the year ended* November 29, 2025*, we recognized a net expense for interest and penalties of $1,523 relating to unrecognized tax benefits and had net accumulated accrued interest and penalties of $2,487 as of* November 29, 2025*. For the year ended* November 30, 2024*, we recognized a net benefit for interest and penalties of $658 relating to unrecognized tax benefits and had net accumulated accrued interest and penalties of $4,840 as of* November 30, 2024*.

We are subject to U.S. federal income tax as well as income tax in numerous state and foreign jurisdictions. We areno longer subject to U.S. federal tax examination for years prior to2022 or Swiss income tax examination for years prior to2022. During thefourth quarter of2025, H.B. Fuller (China) Adhesives, Ltd. settled its transfer pricing audit covering the calendar years 2015 through2023. Also during thefourth quarter of2025, ADCO Europe Holding GmbH settled its transfer pricing audit covering the fiscal years 2017 through2019. We are in various stages of examination and appeals in other states and foreign jurisdictions. Although the final outcomes of these examinations cannot currently be determined, we believe that we have recorded adequate liabilities with respect to these examinations.

Note12: 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, arede minimis.

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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 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 $3,944 at* November 29, 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 $3,143 at November 29, 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 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 swap wasa liability of $1,411 at * November 29, 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.

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 July 18, 2025,we amended the agreement for thetwo* tranches of the fixed-to-fixed cross-currency interest rate swap, of€50,000 each, that matured in* August 2025to a maturity date of February 2027.On June 30, 2023,1-month LIBOR rates ceased to exist and the IBOR Fallbacks Protocol published by the International Swaps and Derivatives Association (ISDA) took effect as outlined in the interest rate swap agreement. As a result, 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* November 29, 2025*, the combined fair value of the swaps was a liability of $113,144 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 (loss). 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 (loss)income into earnings during the period of change. The amount in accumulated other comprehensive(loss) income related to net investment hedge cross-currency swaps was a loss of$85,610 as of* November 29, 2025*. As of* November 29, 2025*, we reclassified $261 of losses into earnings from net investment hedges and we expect to reclassify $350 of losses into earnings within the nexttwelve months. This is related to the portion excluded from the assessment of hedge effectiveness for the net investment hedges in the amount of $700.

The amounts of pretax gains (losses) recogn ized in comprehensive income (loss) related to derivative instruments designated as interest rate swaps and net investment hedges are as follows:

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. Asa 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. See Note7 for further discussion on the issuance of our Public Notes. These interest rate swap agreements mature on October 15, 2028.The combined fair value of the interest rate swaps was a liability of $20,481 at November 29, 2025*, and was included in other liabilities in the Cons olidated 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.

DerivativesNot* Designated As Hedging Instruments*

The Company uses foreign currency forward contracts to offset its 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 Note13 for fair value amounts of these derivative instruments.

As of* November 29, 2025*, we had forward foreign currency contracts maturing between* December 1, 2025and February 4, 2026.*The mark-to-market effect associated with these contracts was largely offset by the underlying transaction gains andlosses resulting from the foreign currency exposures for which these contracts relate.

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The amounts of pretax gains (losses) recogn ized in other (expense) income, net related to derivative instrumentsnot designated as hedging instruments are as follows:

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* November 29, 2025*, there wereno significant concentrations of credit risk.

Note13: 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:

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* November 29, 2025and November 30, 2024*, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

The fair value of the holdback liability related to the acquisition of GEM and Medifill, based on a discounted cash flow model, was $33,578 as of* November 29, 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.

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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 (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.

See Note7 for discussion regarding the fair value of debt.

Note14: Commitments and Contingencies

Environmental Matters* *

From time to time, we become aware of compliance matters relating to, or receive notices from, federal, state or local entities regarding possible or alleged violations of environmental, health or safety laws and regulations. We review the circumstances of each individual site, considering the number of parties involved, the level of potential liability or our contribution relative to the other parties, the nature and magnitude of the hazardous substances involved, the method and extent of remediation, the estimated legal and consulting expense with respect to each site and the time period over which any costs would likely be incurred. Also, from time to time, we are 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. We are also subject to similar laws in some of the countries where current and former facilities are located. Our environmental, health and safety department monitors compliance with applicable laws on a global basis. To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish an undiscounted financial provision. We recorded liabilities of $2,625 and $3,445 as of* November 29, 2025and November 30, 2024*, respectively, for probable and reasonably estimable environmental remediation costs. Of the amount reserved, $277 and $1,055 as of* November 29, 2025and November 30, 2024*, respectively, is attributable to a facility we own in Simpsonville, South Carolina as a result of our Royal Adhesives acquisition that is a designated site under CERCLA.

Currently we are involved in various environmental investigations, clean up activities and administrative proceedings and lawsuits. In particular, we are currently deemed a PRP in conjunction with numerous other parties, in a number of government enforcement actions 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. In addition, we are engaged in environmental remediation and monitoring efforts at a number of current and former operating facilities. 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.

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:

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.

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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’s divested North America Flooring business. As previously disclosed, the court ordered the parties and their insurers to attend a meditation session on October 21and22,* 2025*.* At that mediation session, the Company and the plaintiffs agreed in principle to settle this matter for up to $75.0 million. Under the proposed settlement, in lieu of funding the maximum settlement amount, the Company’s payment obligations will be limited to validly submitted claims, settlement administration costs, service awards, and plaintiffs’ attorneys’ fees and expenses.** *The terms of a definitive settlement agreement are being negotiated and will be subject to court approval. In light of these developments, the Company concluded that a loss is probable and reasonably estimable and recorded an accrual in anticipation of the settlement of $34.8 million ($26.3 million after tax) based on a range of possible outcomes. This accrual is included in other accrued expenses in the Consolidated Balance Sheets as of November 29, 2025.*The Company believes that it is entitled to reimbursement from its insurers for a substantial portion of the potential settlement amount as well as legal fees already incurred and paid and is actively pursuing reimbursement from its insurers.

Based on currently available information, we have concluded that the resolution of any pending matter, including asbestos-related litigation, individually or in the aggregate, willnot have a material adverse effect on our results of operations, financial condition or cash flow.

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 Adjusted EBITDA of each of our segments are regularly reviewed by our chief executive officer, who acts as our chief operating decision maker, to make decisions about resources to be allocated to the segments and assess their performance. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation and amortization and foreign currency gain/loss, adjusted for other items within a relevant period which arenot reflective of the segment’s operating performance in the period. Corporate expenses, other than those included in Corporate Unallocated, are allocated to each operating segment. Consistent with our internal management reporting, Corporate Unallocated includes and Adjusted EBITDA excludes amounts related to business acquisition and integration costs, organizational restructuring charges and project costs associated with our implementation of 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 America Flooring business, 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 Building Adhesive Solutions operating segment. All financial results related to North America Flooring have been moved to our Corporate Unallocated segment. Prior period segment information has been recast retrospectively to reflect the realignment.

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

Reportable operating segment financial information for all periods presented is as follows:

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

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We use both GAAP and non-GAAP financial measures, including Adjusted EBITDA, for operational and financial decision making, and to assess Company and segment business performance. Adjusted EBITDA isnot a measurement of financial performance under U.S. GAAP. Our calculation of this non-GAAP measure* maynot* be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of this non-GAAP measure has limitations and shouldnot be considered superior to, in isolation from, or as a substitute for, related U.S. GAAP measures. The following table provides a reconciliation of the Company’s Adjusted EBITDA to net income attributable to H.B. Fuller for the years ended* November 29, 2025, November 30, 2024and December 2, 2023:*

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

1 Other includes losses associated with ongoing litigation and product claims related to a divested business and costs associated with the exit of a product line for the year ended* November 29, 2025.*

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

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

Financial information about geographic areas

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:

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