Form 8-K

8-K — FULLER H B CO

Accession: 0001437749-26-031283

Filed: 2026-09-28

Period: 2026-09-23

CIK: 0000039368

SIC: 2891 (ADHESIVES & SEALANTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ful20260925_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_1020089.htm)

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0000039368

2026-09-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

_________________

Date of Report (Date of earliest event reported): September 23, 2026

H.B. Fuller Company

(Exact Name of Company as Specified in Charter)

Minnesota

001-09225

41-0268370

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1200 Willow Lake Boulevard, P.O. Box 64683, St. Paul, Minnesota

55164-0683

(Address of principal executive offices)

(Zip Code)

Company’s telephone number, including area code: (651) 236-5900

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.00

FUL

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On September 23, 2026, Ruth S. Kimmelshue notified H.B. Fuller Company (the “Company”) of her resignation as a member of the Board of Directors (“Board”) of the Company, effective immediately. Ms. Kimmelshue’s retirement as a director of the Company is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Ms. Kimmelshue for her dedication, commitment, and extraordinary service and wishes her continued success in all her future endeavors.

(d) On September 23, 2026, the Board elected R. Jeffrey Bailly, age 64, as a Class I director of the Company, effective September 23, 2026, for an initial term expiring at the Company’s 2027 annual meeting of shareholders. Mr. Bailly also has been appointed to serve on the Audit Committee and the Compensation Committee of the Board.

Since June 2026, Mr. Bailly has served as the Executive Chairman of the Board of UFP Technologies, Inc. (“UFP Technologies”), a contract development and manufacturing organization that specializes in single-use and single-patient medical devices. Prior to being named Executive Chairman of the Board, he served as Chief Executive Officer of UFP Technologies since 1995 and as its Chairman of the Board since 2006. Mr. Bailly brings more than three decades of executive leadership experience spanning business transformation, M&A, manufacturing, and medical technology. As CEO of UFP Technologies from 1995 to 2026, he led the transformation of the company into a leading global contract development and manufacturing organization focused on higher growth, higher margin medical end markets. During this time, the company expanded through more than 20 acquisitions and the addition of new capabilities, technologies, and markets, including its transformative 2018 acquisition of Dielectrics, which accelerated the company’s growth in medical technology. Mr. Bailly joined UFP Technologies in 1988 and served as a Division Manager from 1989 to 1992, General Manager Northeast Operations from 1992 to 1994, Vice President of Operations from 1994 to 1995, and as its President from 1995 to 2024. From 1984 through 1988, Mr. Bailly, a certified public accountant, was employed by Coopers & Lybrand. Mr. Bailly is a member of World Presidents’ Organization and holds a BA from Johns Hopkins University and an MBA from New York University.

For service as a director of the Company, Mr. Bailly will receive an annual cash retainer of $100,000 and will also receive an initial grant of 1,300 restricted stock units of the Company. Directors are also eligible for an annual discretionary grant of deferred phantom stock units valued at $165,000.

There are no arrangements or understandings between Mr. Bailly and any other persons pursuant to which Mr. Bailly was selected as a director of the Company. There are no transactions between Mr. Bailly and the Company that would be reportable under Item 404(a) of Regulation S-K. A copy of the press release announcing Mr. Bailly’s election to the Board is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

99.1

Press Release, dated September 28, 2026, issued by H.B. Fuller Company

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 28, 2026

H.B. FULLER COMPANY

By:

/s/ Gregory O. Ogunsanya

Gregory O. Ogunsanya

Senior Vice President, General Counsel

and Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_1020089.htm · Sequence: 2

ex_1020089.htm

Exhibit 99.1

H.B. Fuller Appoints R. Jeffrey Bailly to Board of Directors

Brings a proven track record of shareholder value creation from more than three decades leading UFP Technologies through portfolio transformation, manufacturing excellence initiatives, and 20+ M&A transactions

Adds valuable expertise in medical technologies to support the Company’s repositioning towards faster-growing, higher-margin end markets

ST. PAUL, Minn. – [September 28, 2026] – H.B. Fuller Company (“H.B. Fuller” or “the Company”) (NYSE: FUL), the world’s largest pureplay adhesives company, today announced the appointment of R. Jeffrey Bailly to its Board of Directors, effective immediately. In connection with this appointment, Ruth Kimmelshue will be stepping down from the Board.

“Jeff brings highly relevant operating and leadership experience across key medical end markets as we focus on accelerating our path to greater than 20% adjusted EBITDA margin,” said Celeste Mastin, President and CEO of H.B. Fuller. “He has led a global business through periods of meaningful transformation and growth, and his perspective will be highly valuable as we continue to sharpen our portfolio, invest in attractive growth opportunities, and drive toward our long-term financial objectives.”

“I am excited to be joining H.B. Fuller’s Board at this important inflection point in the Company’s evolution,” said Bailly. “I have dedicated most of my career to scaling advanced manufacturing businesses by matching innovative technologies with specific market needs. Through this work, I have seen the substantial benefits of reorienting portfolios towards strategically aligned, high growth end markets, such as medical. I look forward to working with the Board and management team to continue advancing H.B. Fuller’s evolution and creating durable value for shareholders.”

“On behalf of the entire Board, I would like to thank Ruth for all her contributions over the past 9 years,” said Terry Rasmussen, Chair of H.B. Fuller’s Board. “As we move into this next phase of H.B. Fuller’s transformation, our Board and leadership team have been closely engaging with shareholders to ensure a clear understanding of their views. In those discussions, we have been recommended several impressive Board candidates, and we are please to bring on a director whose background aligns perfectly with our strategic priorities. We look forward to immediately benefitting from the wealth of perspective and expertise that Jeff brings to the table.”

“It has been an honor to serve on H.B. Fuller's Board for nearly a decade," said Kimmelshue. "I take this step with great confidence in the leadership team's strategy, and I'm pleased that Jeff's experience will help carry that momentum forward.”

About R. Jeffrey Bailly

Bailly brings more than three decades of executive leadership experience spanning business transformation, M&A, manufacturing, and medical technology.

As CEO of UFP Technologies from 1995 to 2026, he led the transformation of the company into a leading global contract development and manufacturing organization focused on higher growth, higher margin medical end markets. During this time, the company expanded through more than 20 acquisitions and the addition of new capabilities, technologies, and markets, including its transformative 2018 acquisition of Dielectrics, which accelerated UFP's growth in medical technology.

During Bailly’s tenure as CEO, UFP’s revenue grew approximately 20-fold, while its profitability and market capitalization grew more than 150-fold. Over the final five years of Bailly’s tenure, UFP’s share price increased by approximately 300%.

Prior to serving as President and CEO of UFP, Bailly served as Vice President of Operations (1994-1995), General Manager Northeast Operations (1992-1994), and Division Manager (1989-1992). Before joining UFP, Bailly, a certified public accountant, worked at Coopers & Lybrand.

Bailly currently serves as Executive Chairman of the UFP Board and is a member of World Presidents’ Organization.

About H.B. Fuller

As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2025 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,100 global team members who collaborate with customers across more than 30 market segments in 150 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com.

Contacts

Investors:

Scott Jensen

investors@hbfuller.com

Media:

Nick Capuano / Liz Cohen

Kekst CNC

Keksthbfuller@kekstcnc.com

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