FULLER H B CO

Current report

Shareholder activism efforts could be disruptive and costly and may create uncertainty regarding our strategic direction.

Current report

As a publicly traded company we have been and may continue to be, subject to proposals or campaigns by shareholders who seek to influence corporate strategy, business portfolio decisions, capital allocation policies or the composition of our Board of Directors, including through public communications, unsolicited acquisition proposals for businesses or assets, demands for divestitures or other structural changes, or proxy contests. For example, on August 12, 2026, Ancora Holdings Group (“Ancora”) submitted an unsolicited proposal to acquire the Company’s Building Adhesive Solutions segment. While our Board of Directors unanimously determined to reject the proposal because, among other things, it materially undervalued the Building Adhesive Solutions business, and, to date, Ancora has made no changes to this proposal that would alter our Board of Directors’ view, Ancora has continued to threaten to engage in a prolonged public campaign for change and we cannot predict whether they or any other party will take further actions.

Current report

Responding to such efforts, regardless of their merit, may be costly and time-consuming, may disrupt our operations and divert the attention of our Board of Directors and senior management from the pursuit of our business strategies. These activities may also create perceived uncertainties as to our future strategic direction, which could be exploited by competitors, affect our relationships with business partners, customers, employees and other stakeholders, make it more difficult to attract and retain qualified personnel, and cause our stock price to experience periods of increased volatility. In addition, actions we may take in response to shareholder activism or proposals, or in the absence of such response, could result in changes to our business operations, strategy, portfolio composition, capital structure or financial policies. Any such changes, including potential acquisitions, divestitures or other transactions, could affect our scale, business mix, cost structure, leverage, cash flows, credit ratings and overall credit profile. A proxy contest or related litigation, if initiated, could also require us to incur significant legal, advisory and proxy solicitation expenses. There can be no assurance that shareholder activism will not adversely affect our business, financial condition, results of operations, credit profile or stock price.