FUL

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How FUL rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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New in FY2025

Manufacturing operations are carried out at 33 plants located throughout the United States and at 44 plants located in 24 other countries.
The following is a list of our production facilities as of November 29, 2025 (each of the listed properties are owned by us, unless otherwise specified): Hygiene, Health and Consumable Adhesives Engineering Adhesives Australia Dandenong South France Surbourg Australia Sydney 1 Germany Wunstorf Brazil Curitiba 1 Germany Nienburg Brazil Guarulhos Italy Pianezze Colombia Rionegro People's Republic of China Beijing Egypt 6th of October City - CPC Industrial Park People's Republic of China Chongqing Finland Valkeakoski 1 People's Republic of China Nanjing France Blois People's Republic of China Suzhou Germany Lueneburg People's Republic of China Yantai Greece Lamia Portugal Mindelo India Pune Taiwan Kaohsiung City 1,2 Indonesia Mojokerto Turkey Bursa 1,2 Ireland Dublin 1 Turkey İstanbul 1,2 Italy Viareggio United Kingdom Preston 1 Kenya Nairobi 1 United States California - Irvine 1 Malaysia Selangor United States California - Wilmington 1 New Zealand Auckland 1 United States California - Santa Fe Springs 1,2 People's Republic of China Guangzhou United States Georgia - Ball Ground 1 Sweden Landskrona United States Georgia - Norcross 1 United Kingdom Dukinfield United States Illinois - Frankfort - Corsair United Kingdom Milton Keynes 1 United States Illinois - Frankfort - West Drive United States California - Roseville United States Illinois - Northbrook 1,2 United States Georgia - Covington United States Illinois - Rockford 2 United States Georgia - Tucker United States Indiana - South Bend United States Illinois - Seneca United States Michigan - Clawson 1,2 United States Kentucky - Paducah United States Michigan - Grand Rapids United States Minnesota - Vadnais Heights United States Michigan - Troy 1 United States New York - Syracuse 1 United States Ohio - Bellevue 1 United States North Carolina - Hudson United States Ohio - Twinsburg 1,2 United States Ohio - Blue Ash United States Texas - Arlington 2 United States South Carolina - Simpsonville United States Texas - Mesquite Idle Facilities United States Washington - Vancouver Brazil Sorocaba Canada Ontario - Toronto 1 Building Adhesive Solutions Chile Santiago Belgium Willebroek Egypt 6th of October City - 3rd Industrial Zone Germany Langelsheim 1 Germany Frankfurt 1 - Vilbeler Germany Pirmasens Philippines Manila Mexico Coahuila 1 United States North Carolina - Charlotte United Arab Emirates Ras Al-Khaimah 1 United Kingdom Kirkby in Ashfield United Kingdom Lymington United Kingdom Mansfield 1 United Kingdom Staffordshire United States Michigan - Michigan Center United States Minnesota - Fridley United States Minnesota - Maple Grove United States Ohio - Chagrin Falls United States Texas - Houston 1 Leased Property 2 Application Center Item 3.
In February 2024, the named plaintiffs in Rouse et al. v.
Fuller Company et al. filed a third amended complaint in their lawsuit against the Company and one 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 21 and 22, 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.
As of January 16, 2026 , there were 1,227 common shareholders of record for our common stock.
Issuer Purchases of Equity Securities The Company did not repurchase any equity securities during the fourth quarter ended November 29, 2025.
Total Shareholder Return Graph The line graph below compares the cumulative total shareholder return on our common stock for the last five fiscal years with cumulative total return on the S&P Small Cap 600 Index, Dow Jones U.S.
Specialty Chemicals Index and S&P 600 Chemicals Index.
Fuller, the S&P Small Cap 600 Index, the Dow Jones U.S.
Specialty Chemicals Index and S&P 600 Chemicals Index at the close of trading on November 28, 2020, and also assumes the reinvestment of all dividends.
We have three reportable segments: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Building Adhesive Solutions.
See Operating Segment Results for further discussion of changes to our operating segments in fiscal 2025.
The Hygiene, Health and Consumable Adhesives operating segment manufactures and supplies adhesives products in the assembly, packaging, converting, nonwoven, hygiene, health and beauty, flexible packaging, graphic arts and envelope markets.
The Engineering Adhesives operating segment provides high-performance adhesives to the transportation, electronics, clean energy, aerospace and defense, textile, appliance and heavy machinery markets.
The Building Adhesive Solutions operating segment manufactures and provides specialty adhesives, sealants, tapes and application devices for commercial building roofing systems, heavy infrastructure projects, road/highway transportation applications, telecom/5G utilities, industrial LNG plants, building envelope applications, HVAC insulation systems, performance woodworking and insulating glass.
In our Building Adhesive Solutions operating segment and business components such as insulating glass, revenues tend to move with more specific economic indicators such as housing starts and other construction-related activity.
The fluctuations of the Euro, British pound sterling, Turkish lira, Egyptian pound, Brazilian real, Mexican peso and Chinese renminbi against the U.S. dollar have the largest impact on our financial results as compared to all other currencies.
In 2025 , currency fluctuations had a negative i mpact on net revenue of approximately $20.1 million as compared to 2024.
K ey financial results and transactions for 2025 included the following: ● Net revenue decreased 2.7 percent from 2024 primarily driven by a 2.1 percent decrease due to acquisitions/divestitures, a 0.8 percent decrease in sales volume and a 0.6 percent decrease due to currency fluctuations partially offset by a 0.8 percent increase in product pricing. ● Gross profit margin increased to 31.1 percent in 2025 from 29.8 percent in 2024, due to higher product pricing, lower raw materials cost, the impact of acquisitions/divestitures and restructuring actions. ● Net income attributable to H.B.
Fuller increased to $152.0 in 2025 from $130.3 in 2024, due to higher gross profit, increased pension and other postretirement plan income partially offset by higher compensation expense.
In 2025 , our diluted earnings per share was $2.75 compared to $2.30 in 2024 . ● Adjusted EBITDA increa sed 4.5 p ercent from 2024 primarily driven by higher net income and depreciation and amortization expense. ● Cash flow generated by operating activities was $263.5 million in 2025 as compared to $302.4 million in 2024.
Our total year organic revenue growth, which we define as the combined variances from sales volume and product pricing, was flat for 2025 compared to 2024 due to an increase in product pricing offset by a decrease in sales volume.
Adjusted EBITDA is a non-GAAP financial measure and should not be construed as an alternative to the reported results determined in accordance with U.S.
For a reconciliation of Adjusted EBITDA to net income attributable to H.B.
Fuller as reflected in the audited consolidated statements of income see “Non-GAAP Measures” below.
Information pertaining to fiscal year 2023 was included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2024, under Part II, Item 7 “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on January 23, 2025.
Implementation of Project ONE began in our North America adhesives business in 2014 and, through 2025 , we completed implementation of this system in various parts of our business including Latin America (except Brazil), Australia, and various other businesses in North America and EIMEA.
During 2026 and beyond, we will continue implementation in Brazil and Asia Pacific.
Total expenditures for Project ONE are estimated to be $300 to $320 million, of which 60 - 65% is expected to be capital expenditures.
Our total project-to-date expenditures are approximately $265 million, of which approximately $165 million are capital expenditures.
In implementing the Plans, the Company currently expects to incur costs of a pproximately $80.0 million to $85.0 million ($54.6 million to $58.0 million after-tax), which include (i) cash expenditures of approximately $47.0 million to $48.0 million ($32.1 million to $32.8 million after-tax) for severance and related employee costs globally and (ii) other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans.
We have incurred costs of $79.2 mill ion under the Plans as of November 29, 2025.

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Gone since FY2024

Manufacturing operations are carried out at 40 plants located throughout the United States and at 40 plants located in 25 other countries.
The following is a list of our manufacturing plants as of November 30, 2024 (each of the listed properties are owned by us, unless otherwise specified): Segment Segment Hygiene, Health and Consumable Adhesives Engineering Adhesives Argentina Buenos Aires 2 France Surbourg Australia Dandenong South Germany Wunstorf Australia Sydney 1 Germany Nienburg Brazil Sorocaba 2 Germany Langelsheim 1 Brazil Curitiba 1 Germany Pirmasens Brazil Guarulhos Italy Pianezze Chile Santiago People's Republic of China Beijing Colombia Rionegro People's Republic of China Chongqing 1 Egypt 6th of October City 2 - 3rd Industrial Zone People's Republic of China Nanjing Egypt 6th of October City - CPC Industrial Park People's Republic of China Suzhou Finland Valkeakoski 1 People's Republic of China Yantai France Blois Portugal Mindelo Germany Lueneburg United Kingdom Preston1 Germany Frankfurt 1,2 - Kilianstädter United States California - Irvine 1 Germany Frankfurt 1,2 - Vilbeler United States California - Wilmington 1 Greece Lamia United States California - Santa Fe Springs 1 India Pune United States Georgia - Ball Ground 1 Indonesia Mojokerto United States Georgia - Norcross 1 Kenya Nairobi 1 United States Illinois - Frankfort - Corsair Malaysia Selangor United States Illinois - Frankfort - West Drive New Zealand Auckland 1 United States Illinois - Northbrook People's Republic of China Guangzhou United States Illinois - Rockford Philippines Manila 2 United States Indiana - South Bend Sweden Landskrona United States Massachusetts - Peabody 1 United Kingdom Dukinfield United States Michigan - Clawson 1 United Kingdom Milton Keynes 1 United States Michigan - Grand Rapids United States California - Roseville United States Michigan - Troy United States Georgia - Covington United States Minnesota - Fridley United States Georgia - Tucker United States Minnesota - Maple Grove United States Illinois - Seneca United States Ohio - Bellevue 1 United States Kentucky - Paducah United States Ohio - Twinsburg 1 United States Minnesota - Vadnais Heights United States Texas - Arlington United States New York - Syracuse 1 United States North Carolina - Charlotte 2 United States North Carolina - Hudson Construction Adhesives United States Ohio - Blue Ash Belgium Willebroek United States South Carolina - Simpsonville Canada Ontario - Toronto 1,2 United States Texas - Mesquite Mexico Coahuila 1 United States Washington - Vancouver United Arab Emirates Ras Al-Khaimah 1 United Kingdom Kirkby in Ashfield United Kingdom Lymington United Kingdom Mansfield 1 United Kingdom Staffordshire United Kingdom Tibshelf 1,2 United States California - La Mirada United States Florida - Gainesville United States Georgia - Dalton United States Illinois - Aurora United States Michigan - Michigan Center United States New Jersey - Edison United States Ohio - Chagrin Falls United States Texas - Houston United States Texas - Mansfield 1 Leased Property 2 Idle Property Item 3.
As of January 17, 2025 , there were 1,307 common shareholders of record for our common stock.
Issuer Purchases of Equity Securities The Company did not repurchase any equity securities during the fourth quarter ended November 30, 2024.
This authorization replaced the April 6, 2017 authorization to repurchase shares.
Total Shareholder Return Graph The line graph below compares the cumulative total shareholder return on our common stock for the last five fiscal years with cumulative total return on the S&P Small Cap 600 Index and Dow Jones U.S.
Fuller, the S&P Small Cap 600 Index and the Dow Jones U.S.
Specialty Chemicals Index at the close of trading on November 30, 2019, and also assumes the reinvestment of all dividends.
We have three reportable segments: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives.
The Hygiene, Health and Consumable Adhesives operating segment manufactures and supplies adhesives products in the assembly, packaging, converting, nonwoven and hygiene, health and beauty, flexible packaging, graphic arts and envelope markets.
The Engineering Adhesives operating segment provides high-performance adhesives to the transportation, electronics, clean energy, aerospace and defense, performance wood, insulating glass, textile, appliance and heavy machinery markets.
The Construction Adhesives operating segment manufactures and provides specialty adhesives, sealants, tapes, mortars, grouts, and application devices for commercial building roofing systems, heavy infrastructure projects, road/highway/airport transportation applications, telecom/5G utilities, industrial LNG plants, building envelope applications, HVAC insulation systems, and for both residential and commercial flooring underlayment solutions.
In our Construction Adhesives operating segment and business components such as insulating glass in Engineering Adhesives, revenues tend to move with more specific economic indicators such as housing starts and other construction-related activity.
The fluctuations of the Euro, Chinese renminbi, British pound sterling, Egyptian pound, Turkish lira, Brazilian real, Chilean peso and Colombian peso against the U.S. dollar have the largest impact on our financial results as compared to all other currencies.
In 2024 , currency fluctuations had a negative i mpact on net revenue of approximately $34.9 million as compared to 2023.
K ey financial results and transactions for 2024 included the following: ● Net revenue increased 1.6 percent from 2023 primarily driven by a 3.6 percent increase due to acquisitions and a 1.7 percent increase in sales volume, partially offset by a 2.7 percent decrease in product pricing and a 1.0 percent decrease due to currency fluctuations. ● Gross profit margin increased to 29.8 percent in 2024 from 28.7 percent in 2023, due to a decrease in raw material costs, partially offset by an increase in other manufacturing costs. ● Cash flow generated by operating activities was $302.4 million in 2024 as compared to $378.4 million in 2023.
Our total year organic revenue growth, which we define as the combined variances from sales volume and product pricing, decreased 1.0 percent for 2024 compared to 2023 due to a decrease in product pricing, partially offset by an increase in sales volume.
In 2024 , our diluted earnings per share was $2.30 compared to $2.59 in 2023 .
The lower earnings per share in 2024 compared to 2023 was primarily due to other expense, net that includes a $47.3 million loss on the impairment of assets associated with our North American flooring business that is held for sale and higher operating costs, partially offset by higher net revenue, lower interest expense and lower income tax expense .
Information pertaining to fiscal year 2022 was included in the Company’s Annual Report on Form 10-K for the year ended December 2, 2023, under Part II, Item 7 “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on January 24, 2024.
Implementation of Project ONE began in our North America adhesives business in 2014 and, through 2024 , we completed implementation of this system in various parts of our business including Latin America (except Brazil), Australia, and various other businesses in North America and EIMEA.
During 2025 and beyond, we will continue implementation in North America, EIMEA, Brazil and Asia Pacific.
Total expenditures for Project ONE are estimated to be $270 to $290 million, of which 60 - 65% is expected to be capital expenditures.
Our total project-to-date expenditures are approximately $230 million, of which approximately $140 million are capital expenditures.
In implementing the Plans, the Company currently expects to incur costs of a pproximately $60.0 million to $65.0 million ($46.6 million to $50.7 million after-tax), which include (i) cash expenditures of approximately $28.4 million to $29.6 million ($22.0 million to $23.0 million after-tax) for severance and related employee costs globally and (ii) other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans.
We have incurred costs of $55.5 mill ion under the Plans as of November 30, 2024.
The Plans were implemented in the second quarter of fiscal year 2023 and are currently expected to be completed during fiscal year 2026.
The restructuring costs will be spread across the next several fiscal quarters as the measures are implemented with the majority of the charges recognized and cash payments occurring in fiscal 2023 and 2024.
We believe the critical accounting policies and areas that require the most significant judgments and estimates to be used in the preparation of the Consolidated Financial Statements relate to goodwill impairment; pension and other postretirement assumptions; long-lived assets recoverability; valuation of product, environmental and other litigation liabilities; valuation of deferred tax assets and accuracy of tax contingencies; and valuation of acquired assets and liabilities.
Goodwill Goodwill is the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a purchase business combination.
Our reporting units are as follows: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives.
We evaluate our goodwill for impairment annually at the beginning of the fourth quarter or earlier upon the occurrence of substantive unfavorable changes in economic conditions, industry trends, costs, cash flows, or ongoing declines in market capitalization.
In assessing the reasonableness of the determined fair values, we also reconciled the aggregate determined fair value of the Company to the Company's market capitalization, which, at the date of our 2024 impairment test, included a 16 percent control premium.
For the 2024 impairment test, the fair value of the reporting units exceeded the respective carrying values by 20 percent to 147 percent.
Significant assumptions used in the DCF analysis included discount rates that ranged from 9.1 percent to 10.1 percent and long-term revenue growth rates.
See Note 2 to the Consolidated Financial Statements for further information regarding the impairment of goodwill associated with the North America Flooring business that is held for sale.
Note 10 to the Consolidated Financial Statements includes disclosure of assumptions employed in these measurements for both the non-U.S. and U.S. plans.
The discount rate for the U.S. pension plan was 5.23 percent at November 30, 2024 , 5.66 percent at December 2, 2023 and 5.36 percent at December 3, 2022 .
A discount rate change of 0.5 percentage points at November 30, 2024 would impact U.S. pension and other postretirement plan (income) expense by $0.1 million (pre-tax) in fiscal 2025.
The expected long-term rat e of return on plan assets assumption for the U.S. pension plan was 7.75 percent in 2024 , 7.75 percent in 2023 and 7.00 percent in 2022 .

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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