FULLER H B CO (FUL)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the MD&A included in our Annual Report on Form 10-K for the year ended November 29, 2025, for important background information related to our business.

Net revenue in the second quarter of 2026 increased 5.8 percent from the second quarter of 2025. The increase was due to a 3.1 percent increase due to positive currency effects, a 3.0 percent increase due to pricing and a 0.1 percent increase due to acquisitions, partially offset by a 0.4 percent decrease due to sales volume compared to the second quarter of 2025. The positive currency effect was primarily driven by a stronger Euro, Chinese renminbi, Brazilian real, Australian dollar, Mexican peso, British pound and Polish złoty partially offset by a weaker Indian rupee and Turkish lira compared to the U.S. dollar. Gross profit margin increased 170 basis points primarily due to higher product pricing and the impact of restructuring actions.

Net revenue in the first six months of 2026 increased 2.0 percent from the first six months of 2025. The increase was due to a 3.3 percent increase due to positive currency effects, a 1.8 percent increase due to pricing and a 0.4 percent increase due to acquisitions, partially offset by a 3.5 percent decrease due to sales volume compared to the first six months of 2025. The positive currency effect was primarily driven by a stronger Euro, Chinese renminbi, Brazilian real, British pound, Mexican peso and Australian dollar partially offset by a weaker Turkish lira and Indian rupee compared to the U.S. dollar. Gross profit margin increased 190 basis points primarily due to higher product pricing and the impact of acquisitions and restructuring actions.

Net income attributable to H.B. Fuller in the second quarter of 2026 was $67.8 million compared to $41.8 million in the second quarter of 2025. Diluted earnings per share for the second quarter of 2026 was $1.23 per share compared to $0.76 per share for the second quarter of 2025.

Net income attributable to H.B. Fuller in the first six months of 2026 was $88.9 million compared to $55.1 million in the first six months of 2025. Diluted earnings per share for the first six months of 2026 was $1.61 per share compared to $0.99 per share for the first six months of 2025.

Adjusted EBITDA in the second quarter of 2026 increased 9.3 percent from the second quarter of 2025, primarily due to higher gross profit, partially offset by higher compensation expense and higher foreign currency losses

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Adjusted EBITDA in the first six months of 2026 increased 7.0 percent from the first six months of 2025, primarily due to higher gross profit, partially offset by higher compensation expense and higher foreign currency losses

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Restructuring Plans

During fiscal year 2023, the Company approved restructuring plans (the “Plans”) related to organizational changes and other actions to optimize operations and integrate acquired businesses. In implementing the Plans, the Company currently expects to incur costs of approximately $85.0 million to $90.0 million ($58.0 million to $61.4 million after tax), which include (i) cash expenditures of approximately $51.0 million to $52.0 million ($34.8 million to $35.5 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 $84.4 million under the Plans as of May 30, 2026. Remaining cash payments will continue into fiscal year 2026.

The Company approved restructuring actions related to global footprint optimization during the fourth quarter of 2025. In implementing these restructuring actions, the Company currently expects to incur costs of approximately $11.2 million to $13.0 million ($8.3 million to $9.6 million after tax), which include (i) cash expenditures of approximately $6.5 million to $7.5 million ($4.8 million to $5.5 million after tax) for severance and related employee costs globally and (ii) other restructuring costs related to optimizing the Company’s footprint and the payment of anticipated income taxes in certain jurisdictions related to the other restructuring actions. We have incurred costs of $7.3 million under the other restructuring actions as of May 30, 2026. The restructuring actions related to global footprint optimization began to be implemented in the fourth quarter of 2025 and are currently expected to be completed during fiscal year 2028. Restructuring costs are expected to be incurred over the next several fiscal quarters as the measures are implemented with the majority of the charges recognized and cash payments occurring in fiscal 2026 and 2027.

Results of Operations

Net revenue:

We review variances in net revenue in terms of changes related to sales volume and product pricing (referred to as organic revenue growth), business acquisitions/divestitures (“M&A”) and changes in foreign currency exchange rates. The following table shows the net revenue variance analysis for the second quarter and first six months of 2026 compared to the second quarter and first six months of 2025:

Organic revenue increased 2.6 percent in the second quarter of 2026 compared to the second quarter of 2025 and consisted of a 6.2 percent increase in Building Adhesive Solutions, a 3.0 percent increase in Hygiene, Health and Consumable Adhesives, and a 1.0 percent decrease in Engineering Adhesives. The overall increase was driven by a 3.0 percent increase in product pricing, partially offset by a 0.4 percent decrease in sales volume. The 0.1 percent increase from M&A was due to the acquisition of ND Industries Turkey, discussed further in Operating Segment Results below. The positive 3.1 percent foreign currency impact was primarily driven by a stronger Euro, Chinese renminbi, Brazilian real, Australian dollar, Mexican peso, British pound and Polish złoty partially offset by a weaker Indian rupee and Turkish lira compared to the U.S. dollar.

Organic revenue decreased 1.7 percent in the first six months of 2026 compared to the first six months of 2025 and consisted of a 3.2 percent decrease in Hygiene, Health and Consumable Adhesives, a 1.4 percent decrease in Engineering Adhesives and a 1.1 percent increase in Building Adhesive Solutions. The overall decrease was driven by a 3.5 percent decrease in sales volume, partially offset by a 1.8 percent increase in product pricing. The 0.4 percent increase from M&A was due to the acquisition of GEM, ND Industries Taiwan and ND Industries Turkey, discussed further in Operating Segment Results below. The positive 3.3 percent foreign currency impact was primarily driven by a stronger Euro, Chinese renminbi, Brazilian real, British pound, Mexican peso and Australian dollar partially offset by a weaker Turkish lira and Indian rupee compared to the U.S. dollar.

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Cost of sales:

Cost of sales as a percentage of net revenue in the second quarter of 2026 compared to the second quarter of 2025 decreased 170 basis points. Raw material cost as a percentage of net revenue decreased 230 basis points in 2026 compared to 2025 primarily due to higher product pricing. Other manufacturing costs as a percentage of net revenue increased 60 basis points in 2026 compared to 2025 due to higher manufacturing and distribution costs partially offset by restructuring actions.

Cost of sales as a percentage of net revenue in the first six months of 2026 compared to the first six months of 2025 decreased 190 basis points. Raw material cost as a percentage of net revenue decreased 240 basis points in 2026 compared to 2025 primarily due to higher product pricing and the impact of acquisitions. Other manufacturing costs as a percentage of net revenue increased 50 basis points in 2026 compared to 2025 due to higher manufacturing and distribution costs.

Gross profit:

Gross profit in the second quarter of 2026 increased 11.6 percent and gross profit margin increased 170 basis points compared to the second quarter of 2025. The increase in gross profit margin was due to higher product pricing and the impact of restructuring actions, partially offset by higher manufacturing and distribution costs.

Gross profit in the first six months of 2026 increased 8.2 percent and gross profit margin increased 190 basis points compared to the first six months of 2025. The increase in gross profit margin was due to higher product pricing and the impact of acquisitions and restructuring actions, partially offset by higher manufacturing and distribution costs.

Selling, general and administrative (SG&A) expenses:

SG&A expenses for the second quarter of 2026 compared to the second quarter of 2025 increased 60 basis points as a percentage of net revenue. The increase was due to the impact of higher compensation expense and a weaker U.S. dollar compared to various foreign currencies, partially offset by higher revenue.

SG&A expenses for the first six months of 2026 compared to the first six months of 2025 increased 70 basis points as a percentage of net revenue. The increase was due to the impact of higher compensation expense, acquisitions and a weaker U.S. dollar compared to various foreign currencies, partially offset by higher revenue.

Other income, net:

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

H.B. Fuller Company is a global formulator, manufacturer and marketer of adhesives and other specialty chemical products. 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.

Total Company

When reviewing our financial statements, it is important to understand how certain external factors impact us. These factors include:

We purchase thousands of raw materials, the majority of which are petroleum/natural gas derivatives. The price of these derivatives impacts the cost of our raw materials. However, the supply of and demand for key raw materials has a greater impact on our costs. As demand increases in high-growth areas, the supply of key raw materials may tighten, resulting in certain materials being put on allocation. Natural disasters, such as hurricanes, also can have an impact as key raw material producers are shut down for extended periods of time. We continually monitor capacity utilization figures, market supply and demand conditions, feedstock costs and inventory levels, as well as derivative and intermediate prices, which affect our raw materials. With approximately 75 percent of our cost of sales accounted for by raw materials, our financial results are extremely sensitive to changing costs in this area.

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The pace of economic growth directly impacts certain industries to which we supply products. For example, adhesives-related revenues from durable goods customers in areas such as appliances, furniture and other woodworking applications tend to fluctuate with the overall economic activity. 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 movement of foreign currency exchange rates as compared to the U.S. dollar impacts the translation of the foreign entities’ financial statements into U.S. dollars. As foreign currencies weaken against the U.S. dollar, our revenues and costs decrease as the foreign currency-denominated financial statements translate into fewer U.S. dollars. 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 impact on net revenue of approximately $20.1 million as compared to 2024.

Key financial results and transactions for 2025 included the following:

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. GAAP. 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.

Project ONE

In December 2012, our Board of Directors approved a multi-year project to replace and enhance our existing core information technology platforms. The scope for this project includes most of the basic transaction processing for the Company including customer orders, procurement, manufacturing and financial reporting. The project envisions harmonized business processes for each of our operating segments supported with one standard software configuration. The execution of this project, which we refer to as Project ONE, is being supported by internal resources and consulting services. 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. Given the complexity of the implementation, the total investment to complete the project may exceed our estimate.

Restructuring Plans

During the second and third quarters of 2023, the Company approved restructuring plans (the “Plans”) related to organizational changes and other actions to optimize operations and integrate acquired businesses. In implementing the Plans, the Company currently expects to incur costs of approximately $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 million under the Plans as of November 29, 2025. The Plans were implemented in the second quarter of fiscal year 2023 and were completed as of November 29, 2025. Remaining cash payments will continue into fiscal year 2026.

Critical Accounting Policies and Significant Estimates

Management’s discussion and analysis of our results of operations and financial condition are based upon the Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. 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 plan 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.

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Goodwill

Goodwill is the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is allocated to our reporting units, which are our operating segments or one level below our operating segments (the component level). Reporting units are determined by the discrete financial information available for the component and whether it is regularly reviewed by segment management. Components are aggregated into a single reporting unit if they share similar economic characteristics. Our reporting units are as follows: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Building Adhesive Solutions.

We evaluate our goodwill for impairment annually at the beginning of the fourth quarter or earlier upon the occurrence of substantive unfavorable events or 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 to its carrying value, 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 forecasted revenue and related revenue growth rate, the earnings before interest, taxes, depreciation and amortization ("EBITDA") margins rate and the weighted average cost of capital. 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. Given the inherent uncertainty in determining the assumptions underlying a DCF analysis, actual results may differ from those used in our valuations. In assessing the re

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