H.B. Fuller Reports Third Quarter 2025 Results

ST. PAUL, Minn.--( BUSINESS WIRE)--H.B. Fuller Company (NYSE: FUL) today reported financial results for its third quarter that ended August 30, 2025.

Third Quarter 2025 Noteworthy Items:

Summary of Third Quarter 2025 Results:

The Company’s net revenue for the third quarter of fiscal 2025 was $892 million, down 2.8%; adjusting for the flooring divestiture, net revenue was up 1.6% year-on-year versus the third quarter of fiscal 2024. Pricing increased net revenue by 1.0%, which was more than offset by lower volume, resulting in a 0.9% organic revenue decline year-on-year. Foreign currency translation increased net revenue by 1.0% and the net impact of acquisitions and divestitures decreased net revenue by 2.9%.

Gross profit in the third quarter of fiscal 2025 was $285 million. Adjusted gross profit was $288 million. Adjusted gross profit margin of 32.3% increased 190 basis points year-on-year. The net impact of pricing and raw material cost actions, the impact of acquisitions and divestitures, and targeted cost reduction efforts drove the year-on-year increase in adjusted gross profit margin.

Selling, general and administrative (SG&A) expense was $175 million in the third quarter of fiscal 2025 and adjusted SG&A was $169 million versus $164 million in the third quarter of fiscal 2024. Adjusting for the net impact of acquisitions and divestitures, foreign exchange, and variable compensation, adjusted SG&A was flat year-on-year, reflecting diligent expense management.

Net income attributable to H.B. Fuller for the third quarter of fiscal 2025 was $67 million, or $1.22 per diluted share. Adjusted net income attributable to H.B. Fuller for the third quarter of fiscal 2025 was $69 million. Adjusted EPS was $1.26 per diluted share, up 12% year-on-year driven by higher adjusted net income and lower shares outstanding.

Adjusted EBITDA in the third quarter of fiscal 2025 was $171 million, up 3% year-on-year driven principally by the net impact of pricing and raw material cost actions. Adjusted EBITDA margin increased 110 basis points year-on-year to 19.1%.

Commenting on the third quarter, H.B. Fuller President and CEO Celeste Mastin said, “We delivered a strong quarter, evidenced by continued margin expansion and double-digit EPS growth despite the challenging operating environment. Our continued operational discipline, strong execution, and ongoing portfolio shift keep us on track to achieve our greater than 20% EBITDA margin target. Despite our strong performance, we remain cautious and have tightened our guidance range for the year to reflect a globally subdued economic backdrop. Looking forward, we expect volume growth to remain elusive, and end market conditions to be challenging. However, we continue to actively focus on enhancing the composition of our portfolio, driving continued efficiencies, and structurally repositioning the company for growth and continued margin expansion, consistent with our long-term strategy.”

Balance Sheet and Working Capital:

As a percentage of annualized revenue, net working capital increased 90 basis points year-on-year to 17.0% due to slightly higher inventory days on hand in preparation for our manufacturing footprint optimization.

Net debt at the end of the third quarter of fiscal 2025 was $1,958 million, down $58 million sequentially versus the second quarter and up $68 million year-on-year. Net debt-to-adjusted EBITDA decreased from 3.4X at the end of the second quarter of fiscal 2025, to 3.3X at the end of the third quarter of fiscal 2025, consistent with our plan to bring down leverage. Solid cash flow from operations and growth in adjusted EBITDA drove the sequential decrease in the ratio.

Fiscal 2025 Outlook:

As a result of our year-to-date performance and current macroeconomic conditions, we are updating our previously communicated financial guidance for fiscal 2025 as follows:

Conference Call:

The Company will hold a conference call on September 25, 2025, at 9:30 a.m. CT (10:30 a.m. ET) to discuss its results. Interested parties may listen to the conference call on a live webcast. The webcast, along with a supplemental presentation, may be accessed from the Company’s website at https://investors.hbfuller.com. Participants must register prior to accessing the webcast using this link and should do so at least 10 minutes prior to the start of the call to install and test any necessary software and audio connections. A telephone replay of the conference call will be available from 12:30 p.m. CT on September 25, 2025, to 10:59 p.m. CT on October 2, 2025. To access the telephone replay dial 1-800-770-2030 (toll free) or 1-609-800-9909 and enter the Conference ID: 6370505.

Regulation G:

The information presented in this earnings release regarding consolidated and segment organic revenue growth, operating income, adjusted gross profit, adjusted gross profit margin, adjusted selling, general and administrative expense, adjusted income before income taxes and income from equity investments, adjusted income taxes, adjusted effective tax rate, adjusted net income, adjusted diluted earnings per share, adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted EBITDA margin, net debt, net debt-to-adjusted EBITDA, trailing twelve months adjusted EBITDA, net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue does not conform to U.S. generally accepted accounting principles (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the Company and its operating segments as well as the comparability of results to the results of other companies. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported U.S. GAAP results in the “Regulation G Reconciliation” tables in this press release with the exception of our forward-looking non-GAAP measures contained above in our Fiscal 2025 Outlook, which the Company cannot reconcile to forward-looking GAAP results without unreasonable effort.

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 2024 revenue of $3.6 billion, our mission to Connect What Matters is brought to life by more than 7,500 global team members who collaborate with customers across more than 30 market segments in over 140 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com.

Safe Harbor for Forward-Looking Statements:

Certain statements in this press release may be considered forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases. These statements are subject to various risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including but not limited to the following: the availability and pricing of raw materials; the impact of potential cybersecurity attacks and security breaches; failures in our information technology systems; the impact on the supply chain, raw material costs and pricing of our products due to military conflict, including between Russia and Ukraine and in the Middle East; the impact on our margins and product demand due to inflationary pressures; the substantial amount of debt we have incurred to finance our acquisition of Royal, our ability to repay or refinance our debt or to incur additional debt in the future, our need for a significant amount of cash to service and repay the debt and to pay dividends on our common stock, and the effect of debt covenants that limit the discretion of management in operating the business or in paying dividends; our ability to pay dividends and to pursue growth opportunities if we continue to pay dividends according to our current dividend policy; our ability to effectively manage and realize expected benefits from completed and future mergers, acquisitions, and divestitures; our ability to achieve expected synergies, cost savings and operating efficiencies from our restructuring initiatives and operational improvement projects within the expected time frames or at all; our ability to effectively implement Project ONE; uncertain political and economic conditions; fluctuations in product demand; competing products and pricing; our geographic and product mix; disruptions to our relationships with our major customers and suppliers; regulatory compliance across our global footprint; trade policies and economic sanctions impacting our markets; changes in tax laws and tariffs; devaluations and other foreign exchange rate fluctuations; the impact of litigation and investigations, including for product liability and environmental matters; impairment charges on our goodwill or long-lived assets; the consequences of the COVID-19 outbreak and other pandemics on our operations and financial results; the effect of new accounting pronouncements and accounting charges and credits; and similar matters.

Additional information about these various risks and uncertainties can be found in the “Risk Factors” section of our Form 10-K filings, and any updates to the risk factors in our Form 10-Q and 8-K filings with the SEC, but there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.

H.B. FULLER COMPANY AND SUBSIDIARIES

CONSOLIDATED FINANCIAL INFORMATION

In thousands, except per share amounts (unaudited)

Three Months Ended August 30, 2025

Percent of

Net Revenue

Three Months Ended August 31, 2024

Percent of

Net Revenue

Net revenue

892,043

100.0

917,927

100.0

Cost of sales

(606,929

)

(68.0

(642,198

)

(70.0

Gross profit

285,114

32.0

275,729

30.0

Selling, general and administrative expenses

(174,974

)

(19.6

(171,388

)

(18.7

Other income, net

5,308

0.6

2,148

0.2

Interest expense

(33,630

)

(3.8

(35,288

)

(3.8

Interest income

1,110

0.1

1,092

0.1

Income before income taxes and income from equity method investments

82,928

9.3

72,293

7.9

Income taxes

(16,527

)

(1.9

(18,264

)

(2.0

Income from equity method investments

832

0.1

1,310

0.1

Net income including non-controlling interest

67,233

7.5

55,339

6.0

Net (income) loss attributable to non-controlling interest

(73

)

(0.0

0.0

Net income attributable to H.B. Fuller

67,160

7.5

55,361

6.0

Basic income per common share attributable to H.B. Fuller

1.23

1.01

Diluted income per common share attributable to H.B. Fuller

1.22

0.98

Weighted-average common shares outstanding:

Basic

54,428

54,975

Diluted

55,162

56,650

H.B. FULLER COMPANY AND SUBSIDIARIES

CONSOLIDATED FINANCIAL INFORMATION

In thousands, except per share amounts (unaudited)

Nine Months Ended August 30, 2025

Percent of Net Revenue

Nine Months Ended August 31, 2024

Percent of Net Revenue

Net revenue

2,578,801

100.0

2,645,452

100.0

Cost of sales

(1,780,228

)

(69.0

(1,848,435

)

(69.9

Gross profit

798,573

31.0

797,017

30.1

Selling, general and administrative expenses

(541,942

)

(21.0

(525,204

)

(19.9

Other income, net

15,655

0.6

7,282

0.3

Interest expense

(100,536

)

(3.9

(99,504

)

(3.8

Interest income

3,064

0.1

3,597

0.1

Income before income taxes and income from equity method investments

174,814

6.8

183,188

6.9

Income taxes

(55,198

)

(2.1

(48,496

)

(1.8

Income from equity method investments

2,726

0.1

2,955

0.1

Net income including non-controlling interest

122,342

4.7

137,647

5.2

Net (income) loss attributable to non-controlling interest

(106

)

(0.0

(32

)

(0.0

Net income attributable to H.B. Fuller

122,236

4.7

137,615

5.2

Basic income per common share attributable to H.B. Fuller

2.24

2.51

Diluted income per common share attributable to H.B. Fuller

2.21

2.43

Weighted-average common shares outstanding:

Basic

54,623

54,874

Diluted

55,381

56,620

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

Three Months Ended

Nine Months Ended

August 30,

August 31,

August 30,

August 31,

2025

2024

2025

2024

Net income attributable to H.B. Fuller

67,160

55,361

122,236

137,615

Adjustments:

Acquisition project costs 1

518

3,474

13,948

6,984

Organizational realignment 2

4,620

9,471

20,028

24,038

Project One 3

2,499

3,154

8,146

9,213

Other 4

1,711

(2,904

)

1,755

(2,021

)

Discrete tax items 5

(3,742

)

(2,937

)

11,210

(4,147

)

Income tax effect on adjustments 6

(3,402

)

(1,624

)

(13,309

)

(6,472

)

Adjusted net income attributable to H.B. Fuller 7

69,364

63,995

164,014

165,210

Add:

Interest expense

33,369

35,287

99,884

99,502

Interest income

(1,110

)

(1,090

)

(3,064

)

(3,594

)

Adjusted Income taxes

23,671

22,825

57,297

59,114

Depreciation and Amortization expense 8

45,298

44,235

132,477

125,288

Adjusted EBITDA 7

170,592

165,252

450,608

445,520

Diluted Shares

55,162

56,650

55,381

56,620

Adjusted diluted income per common share attributable to H.B. Fuller 7

1.26

1.13

2.96

2.92

Revenue

892,043

917,927

2,578,801

2,645,452

Adjusted EBITDA margin 7

19.1

18.0

17.5

16.8

1 Acquisition project costs include costs related to evaluating, acquiring and integrating business acquisitions. Acquisition project costs include $1,870 and $2,457 in transaction costs (primarily consulting and professional fees, representations and warranties insurance premiums and employee acquisition-related travel expenses) and $350 and $1,017 in purchase accounting costs (primarily professional fees for valuation services, inventory step-up cost and the impact of changes to contingent consideration liabilities after the completion of the purchase price allocation) for the three months ended August 30, 2025 and August 31, 2024, respectively. Acquisition project costs include $14,770 and $5,135 in transaction costs (primarily consulting and professional fees, representations and warranties insurance premiums and employee acquisition-related travel expenses) and $880 and $1,272 in purchase accounting costs (primarily professional fees for valuation services, inventory step-up cost and the impact of changes to contingent consideration liabilities after the completion of the purchase price allocation) and $0 and $577 in business integration costs (primarily costs of transition services agreements and for the three months ended March 2, 2024, retention bonuses paid to employees of the acquired entities) for the nine months ended August 30, 2025 and August 31, 2024, respectively.

2 Organizational realignment includes costs incurred as a direct result of the organizational realignment program, including professional fees related to legal entity and business structure changes, employee retention and severance costs, and facility rationalization costs related to the closure of production facilities and consolidation of business activities. Facility rationalization costs include plant closure costs, the impact of accelerated depreciation and for the three months ended March 2, 2024, operational inefficiencies. Organizational realignment includes $1,174 and $2,939 in professional fees related to legal entity and business structure changes, $478 and $5,363 in employee severance and other related costs, and $2,968 and $1,169 related to facility rationalization costs for the three months ended August 30, 2025 and August 31, 2024, respectively. Organizational realignment includes $3,893 and $6,915 in professional fees related to legal entity and business structure changes, $5,667 and $9,721 in employee severance and other related costs, and $10,468 and $7,402 related to facility rationalization costs for the nine months ended August 30, 2025 and August 31, 2024, respectively.

3 Project One includes non-capitalizable project costs related to implementing our global Enterprise Resource Planning system, including upgrading to SAP S/4HANA®, which has upgraded and standardized our information system.

4 Other includes product claims related to a divested business for the three and nine months ended August 30, 2025. Other includes a gain from insurance recoveries and a loss from the write-off of a cost method investment for the three and nine months ended August 31, 2024.

5 Discrete tax benefit for the three months ended August 30, 2025 relates to various U.S. and foreign tax matters. Discrete tax expense for the nine months ended August 30, 2025 relates to the impact of withholding tax recorded on earnings that are no longer permanently reinvested, offset by various U.S. and foreign tax matters. Discrete tax items for the three and nine months ended August 31, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation.

6 The income tax effect on adjustments represents the difference between income taxes on net income before income taxes and income from equity method investments reported in accordance with U.S. GAAP and adjusted net income before income taxes and income from equity method investments.

7 Adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures. Adjusted net income attributable to H.B. Fuller is defined as net income before the specific adjustments shown above. Adjusted diluted income per common share is defined as adjusted net income attributable to H.B. Fuller divided by the number of diluted common shares. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation, amortization and the specific adjustments shown above. Adjusted EBITDA margin is defined as adjusted EBITDA divided by net revenue. The table above provides a reconciliation of adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin to net income attributable to H.B. Fuller, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

8 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller totaling ($261) and $194 for the three months ended August 30, 2025 and August 31, 2024, respectively and. ($362) and ($3,425) for the nine months ended August 30, 2025 and August 31, 2024, respectively.

H.B. FULLER COMPANY AND SUBSIDIARIES

SEGMENT FINANCIAL INFORMATION

In thousands (unaudited)

Three Months Ended

Nine Months Ended

August 30,

August 31,

August 30,

August 31,

2025

2024

2025

2024

Net Revenue:

Hygiene, Health and Consumable Adhesives

386,068

389,980

1,151,768

1,151,371

Engineering Adhesives

272,297

260,038

785,474

743,726

Building Adhesive Solutions

233,678

228,408

641,559

630,558

Corporate unallocated

39,501

119,797

Total H.B. Fuller

892,043

917,927

2,578,801

2,645,452

Segment Operating Income (Loss):

Hygiene, Health and Consumable Adhesives

46,491

48,677

119,840

145,910

Engineering Adhesives

46,852

40,087

121,880

104,894

Building Adhesive Solutions

25,859

25,976

54,550

55,102

Corporate unallocated

(9,062

)

(10,399

)

(39,639

)

(34,093

)

Total H.B. Fuller

110,140

104,341

256,631

271,813

Adjusted EBITDA 7

Hygiene, Health and Consumable Adhesives

65,324

63,953

174,178

191,493

Engineering Adhesives

63,427

55,631

170,956

144,944

Building Adhesive Solutions

41,473

40,242

100,810

97,515

Corporate unallocated

368

5,426

4,664

11,568

Total H.B. Fuller

170,592

165,252

450,608

445,520

Adjusted EBITDA Margin 7

Hygiene, Health and Consumable Adhesives

16.9

16.4

15.1

16.6

Engineering Adhesives

23.3

21.4

21.8

19.5

Building Adhesive Solutions

17.7

17.6

15.7

15.5

Corporate unallocated

0.0

13.7

NMP

Total H.B. Fuller

19.1

18.0

17.5

16.8

NMP = non-meaningful percentage

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

Three Months Ended

Nine Months Ended

August 30,

August 31,

August 30,

August 31,

2025

2024

2025

2024

Income before income taxes and income from equity method investments

82,928

72,293

174,814

183,188

Adjustments:

Acquisition project costs 1

518

3,474

13,948

6,984

Organizational realignment 2

4,620

9,471

20,028

24,038

Project One 3

2,499

3,154

8,146

9,213

Other 4

1,711

(2,904

)

1,755

(2,021

)

Adjusted income before income taxes and income from equity method investments 9

92,276

85,488

218,691

221,402

9 Adjusted income before income taxes and income from equity investments is a non-GAAP financial measure. Adjusted income before income taxes and income from equity investments is defined as income before income taxes and income from equity investments before the specific adjustments shown above. The table above provides a reconciliation of adjusted income before income taxes and income from equity investments to income before income taxes and income from equity investments, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

Three Months Ended

Nine Months Ended

August 30,

August 31,

August 30,

August 31,

2025

2024

2025

2024

Income Taxes

(16,527

)

(18,264

)

(55,198

)

(48,496

)

Adjustments:

Acquisition project costs 1

(188

)

(428

)

(3,988

)

(1,147

)

Organizational realignment 2

(1,681

)

(1,166

)

(6,136

)

(3,985

)

Project One 3

(910

)

(388

)

(2,548

)

(1,587

)

Other 4

(623

)

358

(637

)

248

Discrete tax items 5

(3,742

)

(2,937

)

11,210

(4,147

)

Adjusted income taxes 10

(23,671

)

(22,825

)

(57,297

)

(59,114

)

Adjusted income before income taxes and income from equity method investments

92,276

85,488

218,691

221,402

Adjusted effective income tax rate 10

25.7

26.7

26.2

26.7

10 Adjusted income taxes and adjusted effective income tax rate are non-GAAP financial measures. Adjusted income taxes is defined as income taxes before the specific adjustments shown above. Adjusted effective income tax rate is defined as income taxes divided by adjusted income before income taxes and income from equity method investments. The table above provides a reconciliation of adjusted income taxes and adjusted effective income tax rate to income taxes, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

Three Months Ended

Nine Months Ended

August 30,

August 31,

August 30,

August 31,

2025

2024

2025

2024

Net revenue

892,043

917,927

2,578,801

2,645,452

Gross profit

285,114

275,729

798,573

797,017

Gross profit margin

32.0

30.0

31.0

30.1

Adjustments:

Acquisition project costs 1

927

764

1,000

Organizational realignment 2

3,216

2,799

11,140

10,679

Project One 3

Adjusted gross profit 11

288,419

279,455

810,477

808,709

Adjusted gross profit margin 11

32.3

30.4

31.4

30.6

11 Adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit and adjusted gross profit margin is defined as gross profit and gross profit margin excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted gross profit and gross profit margin to gross profit and gross profit margin, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

Three Months Ended

Nine Months Ended

August 30,

August 31,

August 30,

August 31,

2025

2024

2025

2024

Selling, general and administrative expenses

(174,974

)

(171,388

)

(541,942

)

(525,204

)

Adjustments:

Acquisition project costs 1

168

2,524

11,528

5,962

Organizational realignment 2

1,373

6,307

6,302

12,322

Project One 3

2,500

3,154

8,146

9,200

Other 4

1,711

(4,871

)

1,755

(3,988

)

Adjusted selling, general and administrative expenses 12

(169,222

)

(164,274

)

(514,211

)

(501,708

)

12 Adjusted selling, general and administrative expenses is a non-GAAP financial measure. Adjusted selling, general and administrative expenses is defined as selling, general and administrative expenses excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted selling, general and administrative expenses to selling, general and administrative expenses, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

Hygiene, Health

Building

Three Months Ended:

and Consumable

Engineering

Adhesive

Corporate

H.B. Fuller

August 30, 2025

Adhesives

Solutions

Total

Unallocated

Consolidated

Net income attributable to H.B. Fuller

48,697

47,820

28,409

124,926

(57,766

)

67,160

Adjustments:

Acquisition project costs 1

518

Organizational realignment 2

4,620

Project One 3

2,499

Other 4

1,711

Discrete tax items 5

(3,742

)

(3,742

)

Income tax effect on adjustments 6

(3,402

)

(3,402

)

Adjusted net income attributable to H.B. Fuller 7

48,697

47,820

28,409

124,926

(55,562

)

69,364

Add:

Interest expense

33,369

Interest income

(1,110

)

(1,110

)

Adjusted Income taxes

23,671

Depreciation and amortization expense 8

16,627

15,607

13,064

45,298

Adjusted EBITDA 7

65,324

63,427

41,473

170,224

368

170,592

Revenue

386,068

272,297

233,678

892,043

Adjusted EBITDA Margin 7

16.9

23.3

17.7

19.1

NMP

19.1

Hygiene, Health

Building

Nine Months Ended

and Consumable

Engineering

Adhesive

Corporate

H.B. Fuller

August 30, 2025

Adhesives

Solutions

Total

Unallocated

Consolidated

Net income attributable to H.B. Fuller

126,467

124,791

62,209

313,467

(191,231

)

122,236

Adjustments:

Acquisition project costs 1

13,948

Organizational realignment 2

20,028

Project One 3

8,146

Other 4

1,755

Discrete tax items 5

11,210

Income tax effect on adjustments 6

(13,309

)

(13,309

)

Adjusted net income attributable to H.B. Fuller 7

126,467

124,791

62,209

313,467

(149,453

)

164,014

Add:

Interest expense

99,884

Interest income

(3,064

)

(3,064

)

Adjusted Income taxes

57,297

Depreciation and amortization expense 8

47,711

46,165

38,601

132,477

Adjusted EBITDA 7

174,178

170,956

100,810

445,944

4,664

450,608

Revenue

1,151,768

785,474

641,559

2,578,801

Adjusted EBITDA Margin 7

15.1

21.8

15.7

17.3

NMP

17.5

Note: Adjusted EBITDA is a non-GAAP financial measure. The table above provides a reconciliation of adjusted EBITDA for each segment to net income attributable to H.B. Fuller for each segment, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

NMP = Non-meaningful percentage

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

Hygiene, Health

Building

Three Months Ended:

and Consumable

Engineering

Adhesive

Corporate

H.B. Fuller

August 31, 2024

Adhesives

Solutions

Total

Unallocated

Consolidated

Net income attributable to H.B. Fuller

50,176

40,742

27,804

118,722

(63,361

)

55,361

Adjustments:

Acquisition project costs 1

3,474

Organizational realignment 2

9,471

Project One 3

3,154

Other 4

(2,904

)

(2,904

)

Discrete tax items 5

(2,937

)

(2,937

)

Income tax effect on adjustments 6

(1,624

)

(1,624

)

Adjusted net income attributable to H.B. Fuller 7

50,176

40,742

27,804

118,722

(54,727

)

63,995

Add:

Interest expense

35,287

Interest income

(1,090

)

(1,090

)

Adjusted Income taxes

22,825

Depreciation and amortization expense 8

13,777

14,889

12,438

41,104

3,131

44,235

Adjusted EBITDA 7

63,953

55,631

40,242

159,826

5,426

165,252

Revenue

389,980

260,038

228,408

878,426

39,501

917,927

Adjusted EBITDA Margin 7

16.4

21.4

17.6

18.2

13.7

18.0

Hygiene, Health

Building

Nine Months Ended

and Consumable

Engineering

Adhesive

Corporate

H.B. Fuller

August 31, 2024

Adhesives

Solutions

Total

Unallocated

Consolidated

Net income attributable to H.B. Fuller

150,399

106,861

60,586

317,846

(180,231

)

137,615

Adjustments:

Acquisition project costs 1

6,984

Organizational realignment 2

24,038

Project One 3

9,213

Other 4

(2,021

)

(2,021

)

Discrete tax items 5

(4,147

)

(4,147

)

Income tax effect on adjustments 6

(6,472

)

(6,472

)

Adjusted net income attributable to H.B. Fuller 7

150,399

106,861

60,586

317,846

(152,636

)

165,210

Add:

Interest expense

99,502

Interest income

(3,594

)

(3,594

)

Adjusted Income taxes

59,114

Depreciation and amortization expense 8

41,094

38,083

36,929

116,106

9,182

125,288

Adjusted EBITDA 7

191,493

144,944

97,515

433,952

11,568

445,520

Revenue

1,151,371

743,726

630,558

2,525,655

119,797

2,645,452

Adjusted EBITDA Margin 7

16.6

19.5

15.5

17.2

NMP

16.8

NMP = Non-meaningful percentage

H.B. FULLER COMPANY AND SUBSIDIARIES

SEGMENT FINANCIAL INFORMATION

NET REVENUE GROWTH (DECLINE)

(unaudited)

Three Months Ended

Nine Months Ended

August 30, 2025

Price

1.0

0.6

Volume

(1.9

(0.2

Organic Growth 13

(0.9

0.4

M&A

(2.9

(1.8

Constant currency

(3.8

(1.4

F/X

1.0

(1.1

Total H.B. Fuller Net Revenue

(2.8

(2.5

Revenue growth versus 2024

Three Months Ended

August 30, 2025

Net Revenue

F/X

Constant Currency

M&A

Organic

Growth 13

Hygiene, Health and Consumable Adhesives

(1.0

0.6

(1.6

1.5

(3.1

Engineering Adhesives

4.7

1.2

3.5

1.3

2.2

Building Adhesive Solutions

2.3

1.6

0.7

1.7

(1.0

Corporate Unallocated 14

(100.0

0.0

(100.0

0.0

Total H.B. Fuller

(2.8

1.0

(3.8

(2.9

(0.9

Revenue growth versus 2024

Nine Months Ended

August 30, 2025

Net Revenue

F/X

Constant Currency

M&A

Organic Growth 13

Hygiene, Health and Consumable Adhesives

0.0

(2.1

2.1

1.3

0.8

Engineering Adhesives

5.6

(0.5

6.1

6.0

0.1

Building Adhesive Solutions

1.7

(0.3

2.0

0.0

Corporate Unallocated 14

(100.0

0.0

(100.0

0.0

Total H.B. Fuller

(2.5

(1.1

(1.4

(1.8

0.4

13 We use the term “organic revenue” to refer to net revenue, excluding the effect of foreign currency changes and acquisitions and divestitures. Organic growth reflects adjustments for the impact of period-over-period changes in foreign currency exchange rates on revenues and the revenues associated with acquisitions and divestitures.

14 Corporate Unallocated includes revenue for the North America Flooring business for the nine months ended August 31, 2024. This business was sold in the first quarter of 2025 and as a result all activity for prior years was moved to Corporate Unallocated.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

Trailing Twelve

Three Months Ended

Months 18 Ended

November 30, 2024

March 1, 2025

May 31, 2025

August 30, 2025

Net income attributable to H.B. Fuller

(7,359

)

13,248

41,828

67,160

114,877

Adjustments:

Acquisition project costs 1

4,051

9,828

3,602

518

17,999

Organizational realignment 2

15,958

8,774

6,635

4,620

35,987

Project One 3

2,672

3,064

2,581

2,499

10,816

Business divestiture 15

47,267

Other 4

1,711

1,794

Discrete tax items 16

(1,322

)

992

13,961

(3,742

)

9,889

Income tax effect on adjustments 6

(9,339

)

(5,909

)

(3,999

)

(3,402

)

(22,649

)

Adjusted net income attributable to H.B. Fuller 7

51,967

29,997

64,652

69,364

215,980

Add:

Interest expense

33,621

32,030

34,484

33,369

133,504

Interest income

(1,084

)

(1,100

)

(854

)

(1,110

)

(4,148

)

Adjusted Income taxes

18,546

10,862

22,765

23,671

75,844

Depreciation and Amortization expense 17

45,286

42,567

44,613

45,298

177,764

Adjusted EBITDA 7

148,336

114,356

165,660

170,592

598,944

15 Business divestiture for the three months and year ended November 30, 2024 includes impairment losses for goodwill and long-lived assets, and project costs incurred as a direct result of the pending sale of the North America Flooring business. Impairment losses represent the difference between the book value of the assets held for sale and their net realizable value.

16 Discrete tax items for the three months ended November 30, 2024 are related to various foreign tax matters. Discrete tax items for the three months ended March 1, 2025 are related to various foreign tax matters. Discrete tax items for the three months ended May 31, 2025 are primarily related to the impact of withholding tax recorded on earnings that are no longer permanently reinvested, as well as other various U.S. and foreign tax matters. Discrete tax benefit for the three months ended August 30, 2025 relates to various U.S. and foreign tax matters.

17 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller. Depreciation and amortization expense added back was ($711) for the three months ended November 30, 2024, ($30) for the three months ended March 1, 2025, ($70) for the three months ended May 31, 2025 and ($261) for the three months ended August 30, 2025..

18 Trailing twelve months adjusted EBITDA is a non-GAAP financial measure and is defined as adjusted EBITDA for the twelve-month period ended on the date presented. The table above provides a reconciliation of trailing twelve month adjusted EBITDA to net income attributable to H.B. Fuller for the trailing twelve-month period presented, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

August 30, 2025

May 31, 2025

August 31, 2024

Total debt

2,080,470

2,112,428

2,021,070

Less: Cash and cash equivalents

122,458

96,785

131,412

Net debt 19

1,958,012

2,015,643

1,889,658

Trailing twelve months 18 / Year ended Adjusted EBITDA

598,944

593,604

618,122

Net Debt-to-Adjusted EBITDA 19

3.3

3.4

3.1

19 Net debt and net debt-to-adjusted EBITDA are non-GAAP financial measures. Net debt is defined as total debt less cash and cash equivalents. Net debt-to-adjusted EBITDA is defined as net debt divided by trailing twelve months adjusted EBITDA. The calculations of these non-GAAP financial measures are shown in the table above. The table above provides a reconciliation of each of these non-GAAP financial measures to total debt, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

August 30, 2025

August 31, 2024

November 30, 2024

Trade receivables, net

563,579

574,781

558,336

Inventory

502,956

509,029

467,498

Trade payables

459,409

493,550

491,435

Net working capital 20

607,126

590,260

534,399

Net revenue three months ended

892,043

917,927

Annualized net revenue 20

3,568,172

3,671,708

Net working capital as a percentage of annualized revenue 20

17.0

16.1

20 Net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue are non-GAAP financial measures. Net working capital is defined as trade receivables, net plus inventory less trade payables. Annualized net revenue is defined as net revenue for the three months ended on the date presented multiplied by four. Net working capital as a percentage of annualized net revenue is net working capital divided by annualized net revenue. The calculations of these non-GAAP financial measures are shown in the table above. The table above provides a reconciliation of each of these non-GAAP financial measures to the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

CONSOLIDATED BALANCE SHEETS

H.B. Fuller Company and Subsidiaries

(In thousands, except share and per share amounts)

August 30,

November 30,

2025

2024

Assets

Current assets:

Cash and cash equivalents

122,458

169,352

Trade receivables (net of allowances of $11,661 and $11,621, as of August 30, 2025 and November 30, 2024, respectively)

563,579

558,336

Inventories

502,956

467,498

Other current assets

111,752

104,019

Total current assets

1,300,745

1,299,205

Property, plant and equipment

1,913,345

1,864,558

Accumulated depreciation

(1,023,758

)

(982,631

)

Property, plant and equipment, net

889,587

881,927

Goodwill

1,681,887

1,532,221

Other intangibles, net

829,430

770,226

Other assets

464,453

449,665

Total assets

5,166,102

4,933,244

Liabilities, non-controlling interest and total equity

Current liabilities

Notes payable

587

Trade payables

459,409

491,435

Accrued compensation

90,283

106,005

Income taxes payable

18,774

24,225

Other accrued expenses

105,766

97,038

Total current liabilities

674,232

719,290

Long-term debt

2,080,470

2,010,052

Accrued pension liabilities

56,188

51,755

Other liabilities

396,240

322,299

Total liabilities

3,207,130

3,103,396

Commitments and contingencies (Note 13)

Equity

H.B. Fuller stockholders' equity:

Preferred stock (no shares outstanding) shares authorized – 10,045,900

Common stock, par value $1.00 per share, shares authorized – 160,000,000, shares outstanding – 54,043,300 and 54,657,103 as of August 30, 2025 and November 30, 2024, respectively

54,043

54,657

Additional paid-in capital

288,195

322,636

Retained earnings

2,009,152

1,924,761

Accumulated other comprehensive loss

(393,747

)

(473,395

)

Total H.B. Fuller stockholders' equity

1,957,643

1,828,659

Non-controlling interest

1,329

1,189

Total equity

1,958,972

1,829,848

Total liabilities, non-controlling interest and total equity

5,166,102

4,933,244

CONSOLIDATED STATEMENTS of CASH FLOWS

H.B. Fuller Company and Subsidiaries

(In thousands)

Nine Months Ended

August 30, 2025

August 31, 2024

Cash flows from operating activities:

Net income including non-controlling interest

122,342

137,647

Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:

Depreciation

68,314

66,990

Amortization

64,525

61,723

Deferred income taxes

(39,227

)

(45,998

)

Loss from equity method investments, net of dividends received

1,045

622

Gain on insurance claims

(7,264

)

Loss on equity investment

1,966

Loss on the sale of a business

1,515

Loss on impairment of intangible asset

478

Gain on sale or disposal of assets

(178

)

(501

)

Share-based compensation

18,170

17,662

Pension and other post-retirement benefit plan activity

(7,047

)

(6,671

)

Change in assets and liabilities, net of effects of acquisitions:

Trade receivables, net

(3,336

)

26,373

Inventories

(42,095

)

(62,206

)

Other assets

(7,530

)

(39,025

)

Trade payables

(25,764

)

49,705

Accrued compensation

(19,230

)

(11,566

)

Other accrued expenses

6,856

(5,244

)

Income taxes payable

(12,993

)

(17,873

)

Other liabilities

28,622

856

Foreign currency remeasurement

2,289

49,591

Net cash provided by operating activities

156,756

216,787

Cash flows from investing activities:

Purchased property, plant and equipment

(94,593

)

(112,799

)

Purchased businesses, net of cash acquired

(162,095

)

(274,067

)

Purchase of cost method investment

(2,549

)

Proceeds from sale of property, plant and equipment

843

1,048

Proceeds from the sale of a business

75,727

Net cash used in investing activities

(182,667

)

(385,818

)

Cash flows from financing activities:

Proceeds from issuance of long-term debt

1,114,300

1,732,900

Repayment of long-term debt

(1,053,593

)

(1,556,135

)

Payment of debt issuance costs

(1,047

)

(3,493

)

Net payment of notes payable

(585

)

(1,014

)

Dividends paid

(37,559

)

(35,440

)

Proceeds from stock options exercised

5,519

34,161

Repurchases of common stock

(60,728

)

(39,371

)

Net cash (used in) provided by financing activities

(33,693

)

131,608

Effect of exchange rate changes on cash and cash equivalents

12,710

(10,618

)

Net change in cash and cash equivalents

(46,894

)

(48,041

)

Cash and cash equivalents at beginning of period

169,352

179,453

Cash and cash equivalents at end of period

122,458

131,412