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Corporate assets include primarily corporate property, plant and equipment, deferred tax assets, certain investments and other assets. Public Notes, due February 15, 2027, $300,000 4.00 percent fixed. Under the U.S. pension plan, the compensation amount was locked-in as of May 31, 2011 and thus the benefit no longer includes compensation increases. The 4.50 percent rate for 2020 and 2019 is for the supplemental executive retirement plan only; for 2021, there is no compensation increase as subsequent to November 27, 2021, there were no active employees in the supplemental executive retirement plan. Term Loan A, due on February 15, 2028, $500,000 variable rate at the Secured Overnight Financing Rate ("SOFR") plus an adjustment of 0.10 percent and an interest rate spread of 1.50 percent based on a leverage grid (6.95 percent at December 2, 2023). In accordance with ASC Topic 820-10, Fair Value Measurement, certain investments that are measured at NAV (Net Asset Value per share) (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts represented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position. Term Loan B, due on February 15, 2028, $800,000 variable rate at the SOFR plus 2.25 percent with a SOFR floor of 0.50 percent (7.60 percent at December 2, 2023). Consistent with our internal management reporting, Corporate Unallocated amounts in the tables above include charges that are not allocated to the Company’s reportable segments. Loss reclassified from accumulated other comprehensive income (loss) into earnings is reported in other income, net. The non-employee directors’ company match includes 17,937, 18,814 and 21,323 deferred compensation units paid as discretionary awards to all non-employee directors in 2022, 2021 and 2020, respectively. Negative cash for 2021 represents unsettled pending trades within an investment that are classified in cash and cash equivalents until settled. Actuarial gain in 2024 and 2023 for the U.S. Plans is primarily due to assumption changes. Actuarial gain in 2024 and 2023 for the Non-U.S. Plans are due to both assumption changes and plan experience. Amount excludes benefit payments made from sources other than plan assets. Income taxes are not provided for foreign currency translation relating to indefinite investments in international subsidiaries. Loss reclassified from accumulated other comprehensive income (loss) into earnings as part of net periodic cost related to pension and other postretirement benefit plans is reported in cost of sales and SG&A expenses. 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Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller. Under the U.S. pension plan, the compensation amount was locked-in as of May 31, 2011 and thus the benefit no longer includes compensation increases. The 4.50 percent rate for 2020 and 2019 is for the supplemental executive retirement plan only; for 2021, there is no compensation increase as subsequent to November 27, 2021, there were no active employees in the supplemental executive retirement plan. In accordance with ASC Topic 820-10, Fair Value Measurement, certain investments that are measured at NAV (Net Asset Value per share) (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts represented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position. Other includes losses associated with ongoing litigation and product claims related to a divested business and costs associated with the exit of a product line for the year ended November 29, 2025. Loss reclassified from accumulated other comprehensive income (loss) into earnings is reported in other income, net. Term Loan B, due on February 15, 2030, $994,000 variable rate at the SOFR plus 1.75 percent with a SOFR floor of 0.50 percent (5.67 percent at November 29, 2025). The non-employee directors’ company match includes 17,937, 18,814 and 21,323 deferred compensation units paid as discretionary awards to all non-employee directors in 2022, 2021 and 2020, respectively. Segment expenses and other items for all segments primarily include raw material costs, compensation and benefits, delivery expense, rent and lease expense, professional services, travel and entertainment, repairs and maintenance and other manufacturing overhead. Interest expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller. Amount excludes benefit payments made from sources other than plan assets. Income taxes are not provided for foreign currency translation relating to indefinite investments in international subsidiaries. Loss reclassified from accumulated other comprehensive income (loss) into earnings as part of net periodic cost related to pension and other postretirement benefit plans is reported in cost of sales and SG&A expenses. Term Loan A, due on February 15, 2028, $500,000 variable rate at the Secured Overnight Financing Rate ("SOFR") plus an adjustment of 0.10 percent and an interest rate spread of 1.50 percent based on a leverage grid (5.52 percent at November 29, 2025). Public Notes, due October 15, 2028, $300,000 4.25 percent fixed; swapped to a floating rate as detailed below. Actuarial gain (loss) in 2025 for the U.S. Plans and the Non-U.S. Plans are due to both assumption changes and plan experience. Actuarial gain (loss) in 2024 for the U.S. Plans is primarily due to assumption changes. 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 3029, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number: 001-09225

H.B. FULLER COMPANY

(Exact name of registrant as specified in its charter)

Minnesota	41-0268370
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1200 Willow Lake Boulevard, St. Paul, Minnesota	55110-5101
(Address of principal executive offices)	(Zip Code)

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

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00	FUL	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: none

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” or “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
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. ☐

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

The aggregate market value of the Common Stock, par value $1.00 per share, held by non-affiliates of the registrant as of ~~June~~May 131, ~~2024~~2025 was approximately $43,~~325~~003,~~683~~336,~~048~~830 (based on the closing price of such stock as quoted on the New York Stock Exchange of $6755.1082 on such date).

The number of shares outstanding of the Registrant’s Common Stock, par value $1.00 per share, was 54,~~675~~311,~~121~~782 as of January 1716, ~~2025~~2026.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates information by reference to portions of the registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on April 1516, ~~2025~~2026.

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H.B. FULLER COMPANY

~~2024~~2025 Annual Report on Form 10-K

Table of Contents

PART I
Item 1.	Business	43
Item 1A.	Risk Factors	106
Item 1B.	Unresolved Staff Comments	1611
Item 1C.	Cybersecurity	1711
Item 2.	Properties	1812
Item 3.	Legal Proceedings	1913
Item 4.	Mine Safety Disclosures	1913
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2013
Item 6.	Selected Financial Data	2114
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2114
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3727
Item 8.	Financial Statements and Supplementary Data	3928
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9166
Item 9A.	Controls and Procedures	9166
Item 9B.	Other Information	9166
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	9166
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	9267
Item 11.	Executive Compensation	9267
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9267
Item 13.	Certain Relationships and Related Transactions and Director Independence	9367
Item 14.	Principal Accountant Fees and Services	9367
PART IV
Item 15.	Exhibits and Financial Statement Schedules	9368
Item 16.	Form 10-K Summary	9871
	Signatures	9972

3 2

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PART I

Item 1. Business

H.B. Fuller Company was founded in 1887 and incorporated as a Minnesota corporation in 1915. Our stock is traded on the New York Stock Exchange (“NYSE”) under the ticker symbol FUL. As used herein, “H.B. Fuller,” “we," “us,” “our,” “management” or “company” includes H.B. Fuller and its subsidiaries unless otherwise indicated. Where we refer to ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 herein, the reference is to our fiscal years ended November 3029, ~~2024~~2025, ~~December~~November 230, ~~2023~~2024, and December 32, ~~2022~~2023, respectively.

We are a leading worldwide formulator, manufacturer and marketer of adhesives, sealants and other specialty chemical products. Sales operations span 3534 countries in North America, Europe, Latin America, Asia Pacific, India, the Middle East and Africa. Industrial adhesives represent our core product offering, which help improve the performance of our customers’ products or improve their manufacturing processes. Customers use our adhesives products in manufacturing common consumer and industrial goods, including food and beverage containers, disposable diapers, medical products, windows, doors, appliances, sportswear, footwear, multi-wall bags, water filtration products, insulation, textiles, automobiles, recreational vehicles, buses, trucks and trailers, marine products, solar energy systems, electronics and products for the aerospace and defense industries. In addition, we have established a variety of product offerings for residential, commercial and industrial construction markets, including sealing and waterproofing solutions for ~~airports,~~ roads, highways, bridges and utilities; pressure-sensitive adhesives, tapes and sealants for the commercial roofing industry; and ~~level-setting products, ready-to-use grouts, mortars, and~~ pressure sensitive adhesives that enable contractors and do-it-yourself consumers to complete ~~quickly~~construction ~~install flooring and tiling applications~~ projects more reliably and efficiently. We also provide our customers with technical support and unique solutions designed to address their specific needs.

WeAs ~~have~~ of November 30, 2024, our three ~~reportable~~operating segments: consisted of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives. As of the beginning of fiscal 2025, we reorganized our operating segments by selling our North America Flooring business, previously part of the Construction Adhesives operating segment, and combining our Insulating Glass, Woodworking and Composite businesses, previously part of the Engineering Adhesives operating segment, with Construction Adhesives Roofing and Building Envelope and Infrastructure businesses to form the Building Adhesive Solutions operating segment. The change in operating segments was based on how we internally organize our business for assessing performance and making decisions regarding allocation of resources. The financial information in this Annual Report is provided on a retrospective basis as if the changes had taken place at the beginning of the fiscal year ended December 2, 2023. See Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) in Item 7 of this Annual Report for a description of our segment operating results.

Non-U.S. Operations

The principal markets, products and methods of distribution outside the United States vary with each of our regional operations generally maintaining integrated business units that contain dedicated supplier networks, manufacturing, logistics and sales organizations. The vast majority of the products sold within any region are produced within the region, and the respective regions do not import significant amounts of product from other regions. As of November 3029, ~~2024~~2025, we had sales offices and manufacturing plants in 2524 countries outside the United States and satellite sales offices in another 9 countries.

We have a Code of Business Conduct and detailed Core Policies that we apply across all of our operations around the world. These policies represent a set of common values that apply to all employees and all of our business dealings. We have adopted policies and processes, and conduct employee training, intended to ensure compliance with various economic sanctions and export controls, including the regulations of the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). We do not conduct any business in the following countries that are subject to U.S. economic sanctions: Cuba, Iran, North Korea, Syria and the Crimea region of the Ukraine.

Competition

~~Many~~Our ~~of our~~ markets are highly competitive~~. However~~, however, we compete effectively due to the quality and breadth of our adhesives, sealants and specialty chemical portfolio and the experience and expertise of our commercial organizations. Within the adhesives and other specialty chemical markets, we believe few suppliers have comparable global reach and corresponding ability to deliver quality and consistency to multinational customers. Our competition is made up generally of two types of companies: (1) similar multinational suppliers and (2) regional or specialty suppliers that typically compete in only one region or within a narrow geographic area within a region. The multinational competitors typically maintain a broad product offering and range of technology, while regional or specialty companies tend to have limited or more focused product ranges and technology.

Principal competitive factors in the sale of adhesives and other specialty chemicals are product performance, supply assurance, technical service, quality, price and customer service.

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Customers

We have cultivated strong, integrated relationships with a diverse set of customers worldwide. Our customers are among the technology and market leaders in consumer goods, construction and industrial markets. We pride ourselves on long-term, collaborative customer relationships and a diverse portfolio of customers in which no single customer accounted for more than 10 percent of consolidated net revenue.

Our leading customers include manufacturers of food and beverages, hygiene products, clothing, major appliances, electronics, automobiles, aerospace and defense products, solar energy systems, filters, construction materials, ~~wood~~roofing ~~flooring~~systems, furniture, cabinetry, windows, doors, tissue and towel, corrugation, tube winding, packaging, and tapes and labels.

Our products are delivered directly to customers primarily from our manufacturing and distribution facilities, with additional deliveries made through distributors ~~and retailers~~.

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Human Capital Resources and Management

Employees and Labor Relations

As of November 3029, ~~2024~~2025, we have approximately 7,~~500~~100 employees in 4544 countries, including approximately 2,~~800~~500 employees based in the U.S. Approximately ~~450~~400 U.S. employees are subject to collective bargaining agreements with various unions. Approximately ~~750~~850 employees in foreign countries are subject to collective bargaining agreements. Overall, we consider our employee relations to be good.

Health and Safety

The health and safety of our employees and anyone who enters our workplace is ~~important~~of the utmost importance, and we believe that nothing we do is worth getting hurt for. We have a strong environmental, health and safety program that focuses on implementing policies and training programs, as well as performing self-audits to enhance workplace safety.

Competitive Pay and Benefits

Our primary compensation strategy is “Pay for Performance,” which supports a culture of accountability and performance. Our compensation guiding principles are to structure compensation that is simple, aligned and balanced. We believe that these principles are strongly aligned with the strategic priorities of our business and our objective to deliver value for our shareholders.

We are committed to fair pay and strive to be externally competitive while ensuring internal equity across our organization. We conduct global pay equity assessments and compensation reviews, and when necessary, we take action to address areas of concern.

Quality, affordable health care is the foundation of the comprehensive benefits package we offer our employees. It is one of the tools we use to recruit and retain, and it is seen as the preferred benefit by most employees. Employees in the United States earning below $5660,000 each year have 100% of their individual medical premiums covered by the Company in the form of a medical premium reimbursement.

Results-Driven, Collaborative Culture

Our purpose is connecting what matters for all stakeholders and we go about this by winning the right way through our core values. We expect employees to act with integrity and hold each other accountable for our actions. We value our global team’s diverse perspectives, backgrounds and experiences. We make daily, conscious choices to excel, by always bringing passion and creativity to our work, and by striving for innovation ethically and fairly. Our worldwide network of culture champions supports our focus on being At Our Best. Our communication on goals, targets and performance is frequent and transparent. We continue to leverage flexible work options available to employees who don't need our facilities to perform their jobs and this continues to enhance connections across the Company, as well as with customers and external partners. This supports our desire to be first and fastest in finding solutions for customers and improving our overall effectiveness. Finally, we continue to take great pride in our focus on giving back to the communities in which we operate through the giving efforts of the H.B. Fuller Foundation and the thousands of employee volunteer hours each year.

5 Inclusion

~~Table~~We place strong value on collaboration, and we believe that working together leads to better outcomes for our customers. This extends to the way we treat each other as team members. We strive to create an environment where innovative ideas can flourish by demonstrating respect for each other and valuing the diverse opinions, background and viewpoints of ~~Contents~~ employees. We believe that this approach leads to new ideas, helps us solve problems and allows us to better connect with our global customer base.

~~Inclusion~~We are intentional in our efforts to nurture our culture of inclusion. Learning resources have been implemented to support greater awareness and ~~Diversity~~understanding of the behaviors expected from employees. We have introduced employee resource groups, a structured mentoring program and focused development programs with the goal of creating meaningful opportunities for all employees. We are a global company and strategically source the best talent from around the world.

We place strong value on collaboration and we believe that working together leads to better outcomes for our customers. This extends to the way we treat each other as team members. We strive to create an environment where innovative ideas can flourish by demonstrating respect for each other and valuing the diverse opinions, background and viewpoints of employees. We believe that diversity in our teams leads to new ideas, helps us solve problems and allows us to better connect with our global customer base.

We are taking specific actions to foster inclusion and diversity into our culture. Learning resources have been implemented to support greater awareness and understanding of the behaviors expected from employees. We have introduced employee resource groups, a structured mentoring program and focused development programs with the goal of creating meaningful opportunities for employees. We have adjusted our recruiting practices to ensure we are getting the right level of exposure to diverse candidates.

Talent Development

We recognize how important it is for our colleagues to develop and progress in their careers. We provide a variety of resources to help our colleagues grow in their current roles and build new skills, including online development resources focused on specific business imperatives with access to hundreds of online courses in our learning management system. We utilize an innovative method to deliver leadership training to drive experiential learning and to increase access to leaders around the world. We have built and launched two advanced leadership academies focused on business leadership and manufacturing leadership to ensure people in these roles have the right skills to be effective. Individual development planning is a part of our annual goal setting process and people managers are expected to have regular discussions with employees to measure progress and make needed adjustments. We focus on getting employees into roles with greater responsibility and opportunities for advancement that are also aligned with their career path to facilitate development and maximize potential. Finally, we provide ambitious employees with short-term opportunities in unique assignments in addition to their current roles. These assignments support the employees’ development while also supporting company initiatives that are required to be resourced with talented employees.

Raw Materials

We use several principal raw materials in our manufacturing processes, including tackifying resins, polymers, synthetic rubbers, vinyl acetate monomer and plasticizers. We generally avoid sole source supplier arrangements for raw materials.

The majority of our raw materials are petroleum/natural gas-based derivatives, therefore the cost of crude oil and natural gas can impact the cost and availability of our raw materials. ~~Under normal conditions~~however, ~~raw materials are available on the open market. Prices~~ prices and availability are ~~subject~~more toimpacted ~~supply~~by supply and demand market mechanisms. Raw material costs, including costs for unique or specialty chemicals used in the manufacturing of our products, are primarily determined by the balance of supply against the aggregate demand from the adhesives industry and other industries that use the same raw material streams.

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Patents, Trademarks and Licenses

Much of the technology we use in our products and manufacturing processes is available in the public domain. For technology not available in the public domain, we rely on trade secrets and patents when appropriate to protect our competitive position. We also license some patented technology from other sources. Our business is not materially dependent upon licenses or similar rights or on any single patent or group of related patents.

We enter into agreements with many employees to protect rights to technology and intellectual property. Confidentiality commitments also are routinely obtained from customers, suppliers and others to safeguard proprietary information.

We own numerous trademarks and service marks in various countries. Trademarks, such as H.B. Fuller®, Swift®, Advantra®, Clarity®, Earthic™, Sesame®, Foster®, Rakoll®, Rapidex®, Full-Care®, Thermonex®, Silaprene®, Eternabond®, Cilbond®, HydroArmor®, Ködispace®, Weld Mount®, TONSAN®, SecurePortIV®, ~~Sugriseal~~Surgiseal® ~~and~~ , Vibra-Tite® and GLUBRAN® are important in marketing products. Many of our trademarks and service marks are registered. U.S. trademark registrations are for a term of ten years and are renewable every ten years as long as the trademarks are used in the regular course of trade.

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Research and Development

Our investment in research and development creates new and innovative adhesive technology platforms, enhances product performance, ensures a competitive cost structure and leverages available raw materials. New product development is a key research and development outcome, providing higher-value solutions to existing customers or meeting new customers’ needs. Projects are developed in local laboratories in each region, where we understand our customer base the best. Platform developments are coordinated globally through our network of laboratories.

Through designing and developing new polymers and new formulations, we expect to continue to grow in our current markets. We also develop new applications for existing products and technologies, and improve manufacturing processes to enhance productivity and product quality. Research and development efforts are closely aligned to customer needs. We foster open innovation, seek supplier-driven new technology and use relationships with academic and other institutions to enhance our capabilities.

As climate change and other sustainability concerns become more prevalent, governmental and non-governmental organizations, customers and investors are increasingly focusing on these issues. We continue to monitor our markets to ensure we are developing the adhesives and sealants to support our customers’ responses to changing consumer demand, new product designs and upcoming regulatory and sustainability efforts. We invest significantly in innovation, research and expertise, which are crucial for the continuous extraction of value from our business strategy. This also facilitates the creation of new high-performance solutions that enable customers to improve their products and processes to better achieve their sustainability programs.

Regulatory Compliance

The Company is subject to various federal, state, local and foreign laws and regulations relating to environmental protection and workers' safety, including those required by the U.S. Environmental Protection Agency (the “EPA”) and the European Union’s ("EU") Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”) regulation. We maintain programs intended to ensure compliance with these regulations, including regular review of and upgrades to environmental, health and safety policies, practices and procedures as well as improved production methods to minimize our facilities’ outgoing waste, based on evolving societal standards and increased environmental understanding. Expenditures to comply with environmental regulations over the next two years are estimated to be approximately $2022.96 million, including approximately $02.36 million of capital expenditures. See additional disclosure under Item 3. Legal Proceedings.

Various legislation, regulations and international accords pertaining to climate change have been implemented or are being considered for implementation, particularly as they relate to the reduction of greenhouse gas emissions, such as the EU's Corporate Sustainability Reporting Directive ("CSRD"), California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, ~~the Securities~~ and ~~Exchange Commission's ("SEC") Enhancement and Standardization of Climate-Related Disclosures for Investors, and~~ other new and proposed regulatory frameworks. These laws may directly impact the Company, ~~however~~and we ~~have~~are ~~not~~currently ~~determined~~ assessing the extent of potential disclosures or other reporting requirements. We continue to monitor the development and implementation of such legislation and regulations. We also continue to regularly report our sustainability efforts and metrics under the Global Reporting Initiative (“GRI”) framework and report our goals and progress in our annual Sustainability Report.

The Foreign Corrupt Practices Act (the “FCPA”) and other anti-bribery and anti-corruption laws and regulations prohibit bribery of government officials to benefit business interests. The FCPA also requires the Company to make and keep accurate books and records that accurately and fairly reflect our transactions and to devise and maintain an adequate system of internal accounting controls. The Company maintains an international compliance program, including policies and procedures, training, and internal controls, designed to ensure compliance with these laws and regulations. However, we operate and sell our products in countries that are rated as high-risk for corruption, creating the risk of unauthorized conduct by our employees, customs brokers, distributors or other third party intermediaries that could be in violation of the FCPA or similar local regulations.

We are also subject to increasingly complex privacy and data protection laws and regulations in the United States and other jurisdictions. This includes the EU’s General Data Protection Regulation (“GDPR”), which enforces rules relating to the protection of processing and movement of personal data. The interpretation and enforcement of such regulations are continuously evolving and there may be uncertainty with respect to how to comply with them. Noncompliance with GDPR and other data protection laws could result in damage to our reputation and payment of monetary penalties.

Seasonality

Our operating segments have historically had lower net revenue in winter months, which is primarily our first fiscal quarter, mainly due to international holidays and the seasonal decline in construction and consumer spending activities.

7 5

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Information About Our Executive Officers

The following table shows the name, age and business experience for the past five years of the executive officers as of January 2322, ~~2025~~2026. The Board of Directors elects the executive officers annually. Unless otherwise noted, the positions described are positions with the Company or its subsidiaries.

Name	Age	Positions	Period Served
Celeste B. Mastin	5657	President and Chief Executive Officer Executive Vice President and Chief Operating Officer Chief Executive Officer, PetroChoice Lubrication Solutions (leading lubricant distributor, providing solutions across the industrial, commercial and passenger vehicle customer segments)	December 2022 - Present March - December 2022 2018 - 2022
Zhiwei Cai	62	Executive Vice President, Engineering Adhesives	August 2019 - Present
Heather A. Campe	52	Senior Vice President, International Growth	December 2021 - Present
Heather A. Campe	51	Senior Vice President, International Growth	December 2021 - Present
		Senior Vice President, Global Hygiene, Health and Consumable Adhesives	August 2019 - November 2021
John J. Corkrean	5960	Executive Vice President and Chief Financial Officer	May 2016 - Present
Xinyu Du	5354	Senior Vice President, Global Research & Development	January 2025 - Present
		Vice President, Engineering Adhesives Asia Pacific and Global Product Management	July 2023 - December 2024
		Vice President, Engineering Adhesives Asia Pacific and Global Automotive and Aerospace	October 2021 - July 2023
		Vice President, Engineering Adhesives Asia Pacific and Global Durable Assembly	August 2019 - October 2021
James J. East	6061	Executive Vice President, Hygiene, Health and Consumable Adhesives	December 2022 - Present
		Senior Vice President, Hygiene, Health and Consumable Adhesives	October 2021 - December 2022
		Vice President, Engineering Adhesives Americas and Global Director Automotive	April 2018 - October 2021

Laura J. Lorenz	48	Senior Vice President, Human Resources & Communication	January 2025 - Present
		Senior Vice President, Human Resources, Skywater Technology (semiconductor manufacturer)	December 2023 - December 2024
		Vice President, Human Resources, 3M Transportation and Electronics Business Group, a division of 3M Company	January 2021 - December 2023
		Vice President, Human Resources, Corporate Staff Services, 3M Company (diversified manufacturer)	January 2020 - January 2021

João Magalhaes	46	Senior Vice President, Engineering Adhesives	March 2025 - Present
		Vice President, Engineering Adhesives, Global Mobility	December 2023 - Present
		Vice President, Engineering Adhesives, Global Wood and Composites	February 2021 - November 2023
		Business Director EIMEA, Durable Assembly	November 2018 - January 2021

M. Shahbaz Malik	58	Senior Vice President, Building Adhesives Solutions	December 2024 - Present
		Senior Vice President, Construction Adhesives	December 2019 - December 2024

Gregory O. Ogunsanya	51	Senior Vice President, General Counsel and Corporate Secretary	October 2023 - Present
		Vice President, Assistant General Counsel, Securities and Governance, Stanley Black & Decker Inc.	June 2022 - September 2023
		Vice President Legal, Stanley Industrial, a division of Stanley Black & Decker, Inc. (the world’s largest tool company)	October 2020 - June 2022

Nathaniel D. Weaver	51	Executive Vice President, Business Transformation	December 2024 - Present
		Senior Vice President, Human Resources	December 2022 - November 2024
		Vice President, Human Resources	March 2020 - December 2022

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Laura J. Lorenz	47	Senior Vice President, Human Resources & Communication	January 2025 - Present
		Senior Vice President, Human Resources, Skywater Technology (semiconductor manufacturer)	December 2023 - December 2024
		Vice President, Human Resources, 3M Transportation and Electronics Business Group, a division of 3M Company	January 2021 - December 2023
		Vice President, Human Resources, Corporate Staff Services, 3M Company (diversified manufacturer)	January 2020 - January 2021
João Magalhaes 1	45	Senior Vice President, Engineering Adhesives	Beginning March 2025
		Vice President, Engineering Adhesives, Global Mobility	December 2023 - Present
		Vice President, Engineering Adhesives, Global Wood and Composites	February 2021 - November 2023
		Business Director EIMEA, Durable Assembly	November 2018 - January 2021
M. Shahbaz Malik	57	Senior Vice President, Building Adhesives Solutions	December 2024 - Present
		Senior Vice President, Construction Adhesives	December 2019 - December 2024
Gregory O. Ogunsanya	50	Senior Vice President, General Counsel and Corporate Secretary	October 2023 - Present
		Vice President, Assistant General Counsel, Securities and Governance, Stanley Black & Decker Inc.	June 2022 - September 2023
		Vice President Legal, Stanley Industrial, a division of Stanley Black & Decker, Inc. (the world’s largest tool company)	October 2020 - June 2022
		Vice President and Deputy General Counsel, Safety and Productivity Solutions, Honeywell International, Inc.	November 2019 - October 2020
Nathaniel D. Weaver	49	Executive Vice President, Business Transformation	December 2024 - Present
		Senior Vice President, Human Resources	December 2022 - November 2024
		Vice President, Human Resources	March 2020 - December 2022
		Director, Human Resources	2017 - March 2020

1 Mr. Magalhaes has been appointed to the role of Senior Vice President, Engineering Adhesives, effective March 1, 2025.

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Available Information

For more information about us, visit our website at: www.hbfuller.com.

We file annual, quarterly and current reports, proxy statements and other information with the SEC via EDGAR Next. Our SEC filings are available free of charge to the public on the SEC website at www.sec.gov and on our website as soon as reasonably practicable after they have been filed with or furnished to the SEC.

Item 1A. Risk Factors

As a global manufacturer of adhesives, sealants and other specialty chemical products, we operate in a business environment that is subject to various risks and uncertainties. Below are the most significant factors that could adversely affect our business, financial condition and results of operations.

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Strategic and Operational Risks

Increases in prices and declines in the availability of raw materials have adversely affected, and could continue to erode, our profit margins, and could negatively impact our operating results.

In ~~2024~~2025, raw material costs made up approximately 75 percent of our cost of sales. Based on ~~2024~~2025 financial results, a hypothetical one percent change in our raw material costs would have resulted in a change in net income of approximately $12.06 million or $0.2123 per diluted share. Accordingly, changes in the cost of raw materials, due to scarcity, supplier disruptions, inflation and for other reasons, can significantly impact our earnings. Raw materials needed to manufacture products are obtained from a number of suppliers and many of the raw materials are petroleum and natural gas based derivatives. Under normal market conditions, these raw materials are generally available on the open market from a variety of producers. While alternate supplies of most key raw materials are available, supplier production outages may lead to strained supply-demand situations for certain raw materials. The substitution of key raw materials requires us to identify new supply sources, reformulate and re-test and may require seeking re-approval from our customers using those products. From time to time, the prices and availability of these raw materials may fluctuate, which could impair our ability to procure necessary materials, or increase the cost of manufacturing products. If the prices of raw materials increase in a short period of time, we may be unable to pass these increases on to our customers in a timely manner and could experience reductions to our profit margins.

We are at risk of cyber-attacks and other security breaches that could compromise sensitive business information, undermine our ability to operate effectively and expose us to liability, which could cause our business and reputation to suffer.

Increasingly, companies are subject to a wide variety of attacks on their networks on an ongoing basis. In addition to traditional computer “hackers,” malicious code (such as viruses and worms), phishing attempts, ransomware, employee theft or misuse, and denial of service attacks, sophisticated nation-state and nation-state supported actors engage in intrusions and attacks (including advanced persistent threat intrusions) and add to the risks to internal networks, cloud deployed enterprise and customer-facing environments and the information they store and process. In addition, new technologies such as artificial intelligence and quantum computing may increase the frequency and magnitude of cyber-attacks. Despite significant efforts to create security barriers to such threats, it is virtually impossible for us to entirely mitigate these risks. We, and our third-party software and service providers, have experienced and will continue to experience security threats and attacks from a variety of sources.

As part of our business, we store our data, including intellectual property, and certain data about our employees, customers and vendors in our information technology systems. Our security measures may be breached as a result of third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise. Third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as usernames, passwords, or other information to gain access to our customers' data or our data, including our intellectual property and other confidential business information, or our information technology systems. In addition, given their size and complexity, our information systems could be vulnerable to service interruptions or to security breaches from inadvertent or intentional actions by our employees, third-party vendors and/or business partners, or from cyber-attacks by malicious third parties attempting to gain unauthorized access to our products, systems or confidential information.

We are subject to increasingly complex and evolving laws, regulations and customer-imposed controls, that govern privacy and cybersecurity. These laws and regulations have been adopted by multiple agencies at the federal and state level, as well as in foreign jurisdictions, and the regimes have not been harmonized. Our failure to comply with these regulatory regimes may result in significant liabilities or penalties.

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Security breaches resulting in unauthorized access to our data, including any data regarding our employees, customers or vendors, expose us to risks. Such unauthorized access and a failure to effectively recover from breaches could compromise confidential information, disrupt our business, harm our reputation, result in the loss of customer confidence, business and assets (including trade secrets and other intellectual property), result in regulatory proceedings and legal claims, and have a negative impact on our financial results.

We experience substantial competition in each of the operating segments and geographic areas in which we operate.

Our wide variety of products are sold in numerous markets, each of which is ~~highly~~ competitive. Our competitive position in markets is, in part, subject to external factors. For example, supply and demand for certain of our products is driven by end-use markets and worldwide capacities which, in turn, impact demand for and pricing of our products. Many of our direct competitors are part of large multinational companies and may have more resources than we do. Any increase in competition may result in lost market share or reduced prices, which could result in reduced profit margins. This may impair our ability to grow or even to maintain current levels of revenues and earnings. While we have an extensive customer base, loss of certain top customers could adversely affect our financial condition and results of operations until such business is replaced, and no assurances can be made that we would be able to regain or replace any lost customers.

Failure to develop and/or acquire new products and protect our intellectual property could negatively impact our future performance and growth.

Ongoing innovation and product development are important factors in our competitiveness, as is acquisition of new technologies. Failure to create and/or acquire new products and generate new ideas, including with the effective use of artificial intelligence, could negatively impact our ability to grow and deliver strong financial results. We may face difficulties marketing products produced using new technologies including, but not limited to, sustainable adhesives, which may adversely impact our sales and financial results. Failure of our products to work as predicted could lead to liability and damage to our reputation.

We continually apply for and obtain U.S. and foreign patents to protect the results of our research for use in our operations and licensing. We are party to a number of patent licenses and other technology agreements. We rely on patents, confidentiality agreements and internal security measures to protect our intellectual property. Failure to protect this intellectual property could negatively affect our future performance and growth.

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Our operations may present health and safety risks.

Notwithstanding our emphasis on the safety of our employees and contractors and the precautions we take related to health and safety, we may be unable to avoid safety incidents relating to our operations that result in injuries or deaths. Certain safety incidents may result in legal or regulatory action that could result in increased expenses or reputational damage. We maintain workers' compensation insurance to address the risk of incurring material liabilities for injuries or deaths, but there can be no assurance that the insurance coverage will be adequate or will continue to be available on terms acceptable to us, or at all, which could result in material liabilities to us for any injuries or deaths. Changes to federal, state and local employee health and safety regulations, and legislative, regulatory or societal responses to safety incidents may result in heightened regulations or public scrutiny that may increase our compliance costs or result in reputational damage.

A failure in our information technology systems could negatively impact our business.

We rely on information technology to record and process transactions, manage our business and maintain the financial accuracy of our records. Our computer systems are subject to damage or interruption from various sources, including power outages, computer and telecommunications failures, computer viruses, security breaches, vandalism, catastrophic events and human error. Interruptions of our computer systems could disrupt our business, for example by leading to plant downtime and/or power outages and could result in the loss of business and cause us to incur additional expense.

We are in the process of implementing a global Enterprise Resource Planning (“ERP”) system, ~~including the upgrade to SAP S/4HANA® at the beginning of fiscal 2025,~~ that we refer to as Project ONE, which will upgrade and standardize our information system. Implementation of Project ONE began in our North America adhesives business in 2014 and, through ~~2024~~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 Europe, India, Middle East and Africa (EIMEA). During ~~2025~~2026 and beyond, we will continue implementation in ~~North America; Europe, India, the Middle East and Africa ("EIMEA");~~ Brazil and Asia Pacific.

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Any delays or other failure to achieve our implementation goals may adversely impact our financial results. In addition, the failure to either deliver the application on time or anticipate the necessary readiness and training needs could lead to business disruption and loss of business. Failure or abandonment of any part of the ERP system could result in a write-off of part or all of the costs that have been capitalized on the project.

Risks associated with acquisitions and divestitures could have an adverse effect on us and the inability to execute organizational restructuring may affect our results.

As part of our growth strategy, we have made, and will likely continue to make, acquisitions of complementary businesses or products and divestitures of businesses or products that do not align with our portfolio optimization strategy. The ability to grow through acquisitions and optimize our portfolio through divestitures depends upon our ability to identify, negotiate, and complete suitable acquisitions and divestitures. If we fail to successfully integrate acquisitions into our existing business, our results of operations and our cash flows could be adversely affected. Our acquisition strategy also involves other risks and uncertainties, including distraction of management from current operations, greater than expected liabilities and expenses, inadequate return on capital, unidentified issues not discovered in our investigations and evaluations of those strategies and acquisitions, and difficulties implementing and maintaining consistent standards, controls, procedures, policies and systems. Future acquisitions could result in additional debt and other liabilities, and increased interest expense, restructuring charges and amortization expense related to intangible assets. Divestiture activity poses similar risks, including distraction of management from current operations, disruption of operations in adjacent or related businesses, greater than expected time and expenses, reductions to profit margins if we are unable to reduce fixed costs, loss of customer, supplier, or other business relationships, and employee retention challenges. The inability to successfully manage the risks associated with our divestiture activity may result in higher production costs, lost sales or otherwise negatively affect earnings and financial results.

Our growth strategy depends in part on our ability to further penetrate markets outside the United States, where there is the potential for significant economic and political disruptions. Our operations in these markets may be subject to greater risks than those faced by our operations in the United States, including political and economic instability, project delay or abandonment due to unanticipated government actions, inadequate investment in infrastructure, undeveloped property rights and legal systems, unfamiliar regulatory environments, relationships with local partners, language and cultural differences and increased difficulty recruiting, training and retaining qualified employees.

In addition, our profitability is dependent on our ability to drive sustainable productivity improvements such as cost savings through organizational restructuring, including our Quantum Leap global supply chain restructuring initiative. Delays or unexpected costs may prevent us from realizing the full operational and financial benefits of such restructuring initiatives and may potentially disrupt our operations.

Our business and operations have been, and may in the future, be adversely affected by epidemics, pandemics, outbreaks of disease and other adverse public health developments.

Epidemics, pandemics, outbreaks of novel diseases and other adverse public health developments in countries and states where we operate may arise at any time. Such developments, including the COVID-19 pandemic, have had, and in the future may have, an adverse effect on our business, financial condition and results of operations. These effects include a potentially negative impact on the availability of our key personnel, labor shortages and increased turnover, temporary closures of our facilities or facilities of our business partners, customers, suppliers, third-party service providers or other vendors, and interruption of domestic and global supply chains, distribution channels and liquidity and capital or financial markets. In particular, restrictions on or disruptions of transportation, port closures or increased border controls or closures, or other impacts on domestic and global supply chains or distribution channels, could increase our costs for raw materials and commodity costs, increase demand for raw materials and commodities from competing purchasers, limit our ability to meet customer demand or otherwise have a material adverse effect on our business, financial condition and results of operations or cash flows. Precautionary measures that we may take in the future intended to limit the impact of any epidemic, pandemic, disease outbreak or other public health development, may result in additional costs. In addition, such epidemics, pandemics, disease outbreaks or other public health developments may adversely affect economies and financial markets throughout the world, such as the effect that COVID-19 has had on world economies and financial markets, which may affect our ability to obtain additional financing for our businesses and demand for our products and services. The extent to which major public health issues impact our business and our financial results in the future will depend on future developments, which are highly uncertain and cannot be predicted. As a result, it is not possible to predict the overall future impact of major public health issues on our business, liquidity, capital resources and financial results.

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Macroeconomic Risks

Uncertainties in foreign economic, political, regulatory and social conditions and fluctuations in foreign currency may adversely affect our results.

Approximately 5556 percent, or $12.90 billion, of our net revenue was generated outside the United States in ~~2024~~2025. International operations could be adversely affected by changes in economic, political, regulatory, and social conditions, especially in Brazil, Russia, China, the Middle East, including Turkey and Egypt, and other developing or emerging markets where we do business. An economic downturn in the businesses or geographic areas in which we sell our products could reduce demand for these products and result in a decrease in sales volume that could have a negative impact on our results of operations. Product demand often depends on end-use markets. Economic conditions that reduce consumer confidence or discretionary spending may reduce product demand. Challenging economic conditions may also impair the ability of our customers to pay for products they have purchased, and as a result, our reserves for doubtful accounts and write-offs of accounts receivable may increase. In addition, tariffs and other trade protection measures, anti-bribery and anti-corruption regulations, restrictions on repatriation of earnings and cash, currency controls implemented by foreign governments, differing intellectual property rights and changes in legal and regulatory requirements that restrict the sales of products or increase costs could adversely affect our results of operations.

In addition, anti-bribery and anti-corruption regulations, restrictions on repatriation of earnings and cash, currency controls implemented by the U.S. and foreign governments, differing intellectual property rights and changes in legal and regulatory requirements that restrict the sales of products or increase costs could adversely affect our results of operations. Import tariffs, taxes, customs duties and other trading regulations imposed by the U.S. government on foreign countries, or by foreign countries on the U.S., could significantly increase the prices we pay for raw materials that are critical to our ability to manufacture our products. In addition, we may be unable to find a domestic supplier to provide the necessary raw materials on an economical basis in the amounts we require. Tariffs may decrease the competitiveness of our products in foreign markets or foreclose our sales entirely into those markets. We could experience a negative impact on our operating results, profitability, customer relationships and future cash flows.

Fluctuations and volatility in exchange rates between the U.S. dollar and other currencies could potentially result in increases or decreases in net revenue, cost of raw materials and earnings and may adversely affect the value of our assets outside the United States. In 2024, the change in foreign currencies negatively impacted our net revenue by approximately $34.9 million. In 2024, we spent approximately $1. 8 billion for raw materials worldwide of which approximately $1.0 billion was purchased outside the United States. Based on 2024 financial results, a hypothetical one percent change in our cost of sales due to foreign currency rate changes would have resulted in a change in net income of approximately $8.4 million or $0.15 per diluted share. Although we utilize risk management tools, including hedging, as appropriate, to mitigate market fluctuations in foreign currencies, any changes in strategy in regard to risk management tools can also affect revenue, expenses and results of operations and there can be no assurance that such measures will result in cost savings or that all market fluctuation exposure will be eliminated.

~~Distressed~~ Table ~~financial markets may result in dramatic deflation~~ of ~~financial asset valuations and high interest rates may disrupt the availability of capital.~~ Contents

Fluctuations and volatility in exchange rates between the U.S. dollar and other currencies could potentially result in increases or decreases in net revenue, cost of raw materials and earnings and may adversely affect the value of our assets outside the United States. In 2025, the change in foreign currencies negatively impacted our net revenue by approximately $20.1 million. In 2025, we spent approximately $1.7 billion for raw materials worldwide of which approximately $0.9 billion was purchased outside the United States. Based on 2025 financial results, a hypothetical one percent change in our cost of sales due to foreign currency rate changes would have resulted in a change in net income of approximately $9.1 million or $0.17 per diluted share. Although we utilize risk management tools, including hedging, as appropriate, to mitigate market fluctuations in foreign currencies, any changes in strategy in regard to risk management tools can also affect revenue, expenses and results of operations and there can be no assurance that such measures will result in cost savings or that all market fluctuation exposure will be eliminated.

Distressed financial markets may result in disruption to the availability of capital.

Adverse equity market conditions and volatility in the credit markets could have a negative impact on the value of our pension trust assets, our future estimated pension liabilities and other postretirement benefit plans. In addition, we could be required to provide increased pension plan funding. As a result, our financial results could be negatively impacted.

In a rising interest rate environment, more costly debt and reduced access to capital markets may affect our ability to invest in strategic growth initiatives such as acquisitions. In addition, the reduced credit availability could limit our customers’ ability to invest in their businesses, refinance maturing debt obligations, or meet their ongoing working capital needs. If these customers do not have sufficient access to the financial markets, demand for our products may decline.

13 Military conflicts, including the Russia and Ukraine conflict, and the global response to these events, could adversely impact our revenues, gross margins and financial results.

~~Table~~The U.S. government and other nations have imposed significant restrictions on most companies’ ability to do business in Russia as a result of ~~Contents~~ the military conflict between Russia and Ukraine. Increases in energy demand and supply disruptions caused by the Russia and Ukraine conflict have resulted in significantly higher energy prices, particularly in Europe. It is not possible to predict the broader or longer-term consequences of that conflict or other military conflicts, which could include further sanctions, embargoes, regional instability, energy shortages, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates and financial markets. Such geopolitical instability and uncertainty could have a negative impact on our ability to sell to, ship products to, collect payments from, and support customers in certain regions based on trade restrictions, embargoes and export control law restrictions, and logistics restrictions including closures of air space, and could increase the costs, risks and adverse impacts from these new challenges. We may also be the subject of increased cyber-attacks. While the countries involved in these conflicts do not constitute a material portion of our business, a significant escalation or expansion of economic disruption or the conflicts' current scope could have a material adverse effect on our results of operations.

The military conflicts between Russia and Ukraine and in the Middle East, and the global response to these events, could adversely impact our revenues, gross margins and financial results.

The U.S. government and other nations have imposed significant restrictions on most companies’ ability to do business in Russia as a result of the military conflict between Russia and Ukraine. Increases in energy demand and supply disruptions caused by the Russia and Ukraine conflict have resulted in significantly higher energy prices, particularly in Europe. It is not possible to predict the broader or longer-term consequences of that conflict or the ongoing conflict in the Middle East, which could include further sanctions, embargoes, regional instability, energy shortages, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates and financial markets. Such geopolitical instability and uncertainty could have a negative impact on our ability to sell to, ship products to, collect payments from, and support customers in certain regions based on trade restrictions, embargoes and export control law restrictions, and logistics restrictions including closures of air space, and could increase the costs, risks and adverse impacts from these new challenges. We may also be the subject of increased cyber-attacks. While the countries involved in these conflicts do not constitute a material portion of our business, a significant escalation or expansion of economic disruption or the conflicts' current scope could have a material adverse effect on our results of operations.

Catastrophic events could disrupt our operations or the operations of our suppliers or customers, having a negative impact on our financial results.

Unexpected events, including global pandemics, natural disasters and severe weather events, droughts, fires or explosions at our facilities or those of our suppliers, acts of war or terrorism, supply disruptions or breaches of security of our information technology systems could increase the cost of doing business or otherwise harm our operations, our customers and our suppliers. Such events could reduce demand for our products or make it difficult or impossible for us to receive raw materials from suppliers and deliver products to our customers.

Legal and Regulatory Risks

The impact of changing laws or regulations or the manner of interpretation or enforcement of existing laws or regulations could adversely impact our financial performance and restrict our ability to operate our business or execute our strategies.

New laws or regulations, or changes in existing laws or regulations or the manner of their interpretation or enforcement, could increase our cost of doing business and restrict our ability to operate our business or execute our strategies. In addition, compliance with laws and regulations is complicated by our substantial global footprint, which will require significant and additional resources to ensure compliance with applicable laws and regulations in the various countries where we conduct business.

Our global operations expose us to trade and economic sanctions and other restrictions imposed by the U.S., the EU and other governments and organizations. The U.S. Departments of Justice, Commerce, State, Homeland Security, and Treasury and other federal agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of economic sanctions laws, export control laws, the FCPA and other federal statutes and regulations, including those established by the OFAC. Under these laws and regulations, as well as other anti-corruption laws, anti-money-laundering laws, export control laws, customs laws, sanctions laws and other laws governing our operations, various government agencies may require export licenses, may seek to impose modifications to business practices, including cessation of business activities in sanctioned countries or with sanctioned persons or entities and modifications to compliance programs, including import restrictions, which may increase compliance costs, and may subject us to fines, penalties and other sanctions. A violation of these laws, regulations, policies or procedures could adversely impact our business, results of operations and financial condition.

Although we have implemented policies and procedures in these areas, we cannot assure that our policies and procedures are sufficient or that directors, officers, employees, representatives, manufacturers, suppliers and agents have not engaged and will not engage in conduct in violation of such policies and procedures.

Costs and expenses resulting from compliance with environmental laws and regulations may negatively impact our operations and financial results.

We are subject to numerous environmental laws and regulations that impose various environmental controls on us or otherwise relate to environmental protection, the sale and export of certain chemicals or hazardous materials, and various health and safety matters. The costs of complying with these laws and regulations can be significant and may increase as applicable requirements and their enforcement become more stringent and new rules are implemented. Adverse developments and/or periodic settlements could negatively impact our results of operations and cash flows. See Item 3. Legal Proceedings for a discussion of current environmental matters.

14 9

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~~Climate~~Failure ~~change,~~to orcomply ~~legal,~~with regulatory orreporting ~~market~~requirements ~~measures to address climate change,~~ may ~~materially~~negatively ~~adversely~~impact ~~affect~~ our financial ~~condition~~results and ~~business operations~~reputation.

~~Climate~~We ~~change~~are subject ~~resulting~~to ~~from~~various ~~increased~~financial ~~concentrations of carbon dioxide~~ and other ~~greenhouse~~regulatory ~~gases~~reporting inrequirements ~~the~~imposed ~~atmosphere~~by ~~could~~governments ~~present risks to our future operations from natural disasters~~ and ~~extreme~~organizations ~~weather~~in ~~conditions,~~the ~~such as hurricanes, tornadoes, earthquakes, wildfires or flooding~~U. ~~Such extreme weather conditions could pose physical risks to our facilities and disrupt operation of our supply chain and may increase operational costs~~S., ~~The impacts of climate change on global water resources may result in water scarcity~~EU, ~~which could in the future impact our ability to access sufficient quantities of water in certain locations~~ and ~~result~~across ~~in increased costs. Concern over climate change continues to result in new legal or regulatory requirements designed to mitigate~~ the ~~effects of climate change on the environment~~globe, ~~such~~including as the EU'’s CSRD, California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, ~~the SEC's Enhancement~~ and ~~Standardization of Climate-Related Disclosures for Investors, and~~ other new and proposed regulatory frameworks. We are experiencing increased compliance burdens and costs to meet the regulatory obligations, and these ~~regulatory~~ obligations may adversely affect raw material sourcing, manufacturing operations, and the distribution of our products. Failure to comply with expanding regulatory requirements may result in fines, penalties, and increased compliance costs, impacting our financial results. Deficiencies in our regulatory reporting may also reduce customer confidence or otherwise negatively impact our reputation.

Our business exposes us to potential product liability, warranty, and tort claims, as well as recalls and regulatory enforcement actions, which may negatively impact our operations, financial results, and reputation.

The development, manufacture and sale of adhesives, sealants, and other specialty chemical products by us, including products produced for the medical device, automotive, food and beverage, aerospace and defense, construction, and hygiene products end markets, involves a risk of exposure to product liability, warranty, and tort claims, product recalls, product seizures and related adverse publicity. A product liability, warranty, or tort claim or judgment against us could also result in substantial and unexpected expenditures, affect customer confidence in our products, and divert management's attention from other responsibilities. Although we maintain product liability insurance, there can be no assurance that the level of coverage is adequate, that coverage will apply, or that we will be able to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost, if at all. We also have contracting policies and controls in place to limit our exposure to third party claims, though we might not always be able to limit our exposure to those claims.

In addition to tort claims, our industry is also facing new compliance obligations and potential enforcement activity related to recent federal and state initiatives to regulate additional per- and polyfluoroalkyl substances (“PFAS”) in an expanding set of products. Such initiatives include proposals and rules from the U.S. EPA to regulate certain types and uses of PFAS under the Toxic Substances Control Act (“TSCA”), the Toxics Release Inventory (“TRI”), and the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), as well as statutes proposed and enacted by various states. These emerging regulations and laws create obligations regarding assessment, reporting, and in some cases, elimination of certain PFAS in products; they also could create increased obligations around environmental discharges, waste handling, and possible remediation. We continue to monitor the development and implementation of these and other PFAS regulatory initiatives, analyze their potential impact on our operations, products, and supply chains, and assess adaptations that may become necessary to comply.

We have lawsuits and claims against us with uncertain outcomes.

Our operations from time to time are parties to or targets of lawsuits, claims, investigations and proceedings, including product liability, personal injury, asbestos, patent and intellectual property, commercial, contract, environmental, antitrust, health and safety, and employment matters, which are handled and defended in the ordinary course of business. The results of any future litigation or settlement of such lawsuits and claims are inherently unpredictable, but such outcomes could be adverse and material in amount. See Item 3. Legal Proceedings for a discussion of current litigation.

The Company’s effective tax rate could be volatile and materially change as a result of the adoption of new tax legislation and other factors.

A change in tax laws is one of many factors that impact the Company’s effective tax rate. The U.S. Congress and other government agencies in jurisdictions where the Company does business have had an extended focus on issues related to the taxation of multinational corporations. As a result, the tax laws in the U.S. and other countries in which the Company does business could change, and any such changes could adversely impact our effective tax rate, financial condition and results of operations.

The Organization for Economic Co-operation and Development ("OECD"), an international association of 38 countries including the United States, finalized and adopted numerous changes to long-standing tax principles. Certain of these changes ~~become~~became effective for the Company in 2025 and will likely increase tax uncertainty and may adversely affect our provision for income taxes.

15 While the Company expects to qualify for transitional safe harbor relief in many jurisdictions, there remains uncertainty regarding the interpretation and application of the rules, especially in jurisdictions where safe harbor relief is not available or where local implementation deviates from OECD guidance. The Company may be subject to additional tax liabilities, including top-up taxes under the Global Anti-Base Erosion (GloBE) rules and Qualified Domestic Minimum Top-up Taxes (QDMTTs).

~~Table~~In addition, the enactment of ~~Contents~~ the One Big Beautiful Bill Act (OBBBA) in the United States introduced significant changes to U.S. international tax provisions. These changes may interact with Pillar Two in complex ways. While recent G7 statements suggest a potential “side-by-side” framework that could exempt certain U.S.-parented groups from these rules, the final outcome remains uncertain. The evolving nature of these reforms may impact our tax planning strategies, increase compliance costs, and create additional risks of double taxation or inconsistent treatment across jurisdictions.

We continue to monitor legislative developments and assess their potential impact on our global tax position.

Additional income tax expense or exposure to additional income tax liabilities could have a negative impact on our financial results.

We are subject to income tax laws and regulations in the United States and various foreign jurisdictions. Significant judgment is required in evaluating and estimating our provision and accruals for these taxes. Our income tax liabilities are dependent upon the location of earnings among these different jurisdictions. Our income tax provision and income tax liabilities could be adversely affected by the jurisdictional mix of earnings, changes in valuation of deferred tax assets and liabilities and changes in tax laws and regulations. In the ordinary course of our business, we are also subject to continuous examinations of our income tax returns by tax authorities. Although we believe our tax estimates are reasonable, the final results of any tax examination or related litigation could be materially different from our related historical income tax provisions and accruals. Adverse developments in an audit, examination or litigation related to previously filed tax returns, or in the relevant jurisdiction’s tax laws, regulations, administrative practices, principles and interpretations could have a material effect on our results of operations and cash flows in the period or periods for which that development occurs, as well as for prior and subsequent periods. The decision to repatriate foreign earnings could result in higher withholding taxes.

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Financial Risks

We may be required to record impairment charges on our goodwill or long-lived assets.

Weak demand may cause underutilization of our manufacturing capacity or elimination of product lines; contract terminations or customer shutdowns may force sale or abandonment of facilities and equipment; or other events associated with weak economic conditions or specific product or customer events may require us to record an impairment on tangible assets, such as facilities and equipment, as well as intangible assets, such as intellectual property or goodwill, which would have a negative impact on our financial results.

Our current indebtedness could have a negative impact on our liquidity or restrict our activities.

Our current indebtedness contains various covenants that limit our ability to engage in specified types of transactions. Our overall leverage and the terms of our financing arrangements could:

●

limit our ability to obtain additional financing in the future for working capital, capital expenditures and acquisitions, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by rating organizations were revised downward;

●

make it more difficult to satisfy our obligations under the terms of our indebtedness;

●

limit our ability to refinance our indebtedness on terms acceptable to us or at all;

●

limit our flexibility to plan for and adjust to changing business and market conditions in the industries in which we operate and increase our vulnerability to general adverse economic and industry conditions;

●

require us to dedicate a substantial portion of our cash flow to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future acquisitions, working capital, business activities and other general corporate requirements;

●

subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition; and

● expose us to interest rate risk since a portion of our debt obligations are at variable rates. This could negatively impact our earnings, cash flows and our ability to grow. For example, a one percentage point increase in the average interest rate on our floating rate debt at November 3029, ~~2024~~2025 would increase future interest expense by approximately $6.06 million per year.

In addition, the restrictive covenants require us to maintain specified financial ratios and satisfy other financial condition tests. Our ability to meet those financial ratios and tests will depend on our ongoing financial and operating performance, which, in turn, will be subject to economic conditions and to financial, market and competitive factors, many of which are beyond our control. A breach of any of these covenants could result in a default under the instruments governing our indebtedness.

Item 1B. Unresolved Staff Comments

None.

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Item 1C. Cybersecurity

Cybersecurity protection and data privacy are important to maintaining our proprietary information and the trust of our customers, suppliers and employees, and we recognize the importance of working to secure our data and information systems from potential cybersecurity and data privacy incidents. We are a large global manufacturer with sites around the world, and we identify and assess our cybersecurity risk through that lens. Securing the execution and control of our manufacturing operations, to the extent implemented through digital technology, is a primary area of focus. We also face risks encountered by substantially all large global companies such as the risks of intellectual property and information being compromised, fraud and violation of privacy or security laws.

Our cybersecurity risk is managed as part of our broader enterprise risk management program. Specifically, a risk management workstream focused on our information technology function (including cybersecurity) is designed to assess, identify and manage cybersecurity-related risks and mitigation measures. Our cybersecurity risk program also includes a documented incident response plan to be used in the event of a cybersecurity incident. The incident response plan provides for certain responses based on various factors of a cybersecurity incident.

We periodically assess and test our policies, standards, processes and practices that are designed to address cybersecurity threats and incidents, including those from third-party service providers who have access to our systems, data or are critical to our continued business operations. These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. We regularly engage third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to senior management and, if warranted, to our audit committee, and we adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews.

While some of our third-party service providers have experienced cybersecurity incidents and have experienced threats to their data and systems, as of the date of this report, we are not aware of any cybersecurity threats or incidents that have materially affected our business strategy, results of operations, or financial condition. This does not guarantee that future incidents or threats will not have a material impact by interrupting operations, causing reputational harm, increasing operating costs, or exposing the Company to litigation. For additional commentary on cybersecurity risks, see Part 1, Item 1A. Risk Factors.

Governance and Management's Responsibilities

Our Board of Directors views the identification and effective management of cybersecurity threats as a critical component of overall risk management and oversight responsibilities, and has delegated responsibility for oversight of this risk to the audit committee. The audit committee oversees the management of risks arising from cybersecurity threats and regularly reports to the Board of Directors regarding cybersecurity. Our audit committee oversees our enterprise risk management (“ERM”) process, and cybersecurity represents an important component of our overall approach to ERM. Our cybersecurity policies, standards, processes and practices are informed by the National Institute of Standards and Technology (NIST) Cybersecurity Framework and applicable industry standards. In general, we seek to address cybersecurity risks through a comprehensive, cross-functional program that is focused on identifying, assessing, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

To manage our cybersecurity program, management has established a cybersecurity steering committee and cybersecurity incident response team, both led by our chief information officer. Our cybersecurity steering committee and cybersecurity incident response team include multidisciplinary groups of corporate and operational leaders, external cyber-specialist resources and technical experts in cybersecurity risk management, incident response and security operations. Many members of our cybersecurity team have extensive experience in the operations of networks, network security and infrastructure management. Our chief information officer has over 20 years of information technology experience, including leadership roles at large, global, publicly-traded companies, and is informed about and monitors prevention, detection, mitigation, and remediation efforts through regular communication and reporting from professionals on the cybersecurity steering committee and cybersecurity incident response team, and through the use of technological tools and software. Our chief information officer is also responsible for updating the audit committee on cybersecurity on a quarterly basis and, where appropriate, escalating certain cybersecurity incidents to the full Board of Directors. 11

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Item 2. Properties

Principal executive offices and central research facilities are located in the St. Paul, Minnesota area. These facilities are company-owned. Manufacturing operations are carried out at 4033 plants located throughout the United States and at 4044 plants located in 2524 other countries. In addition, numerous sales and service offices are located throughout the world. We believe that the properties owned or leased are suitable and adequate for our business. Operating capacity varies by product line, but additional production capacity is available for most product lines by increasing the number of shifts worked. The following is a list of our ~~manufacturing~~production ~~plants~~facilities as of November 3029, ~~2024~~2025 (each of the listed properties are owned by us, unless otherwise specified):

Segment		Segment
Hygiene, Health and Consumable Adhesives		Engineering Adhesives
Argentina	Buenos Aires2	France	Surbourg
Australia	Dandenong South	France	Surbourg
Australia	~~Dandenong South~~Sydney1	Germany	Wunstorf
Australia	Sydney1	Germany	Nienburg
Brazil	Curitiba1	Germany	Nienburg
Brazil	Sorocaba2	Germany	Langelsheim1
Brazil	Curitiba1	Germany	Pirmasens
Brazil	Guarulhos	Italy	Pianezze
Chile	Santiago	People's Republic of China	Beijing
Colombia	Rionegro	People's Republic of China	Beijing
Colombia	Rionegro	People's Republic of China	Chongqing1
Egypt	6th of October City - CPC Industrial Park	People's Republic of China	Chongqing
Egypt	6th of October City2 - 3rd Industrial Zone	People's Republic of China	Nanjing
Finland	Valkeakoski1	People's Republic of China	Nanjing
Egypt	6th of October City - CPC Industrial Park	People's Republic of China	Suzhou
France	Blois	People's Republic of China	Suzhou
Finland	Valkeakoski1	People's Republic of China	Yantai
Germany	Lueneburg	People's Republic of China	Yantai
France	Blois	Portugal	Mindelo
Greece	Lamia	Portugal	Mindelo
Germany	Lueneburg	United Kingdom	Preston1
India	Pune	Taiwan	Kaohsiung City1,2
Germany	Frankfurt1,2 - Kilianstädter	United States	California - Irvine1
Indonesia	Mojokerto	Turkey	Bursa1,2
Germany	Frankfurt1,2 - Vilbeler	United States	California - Wilmington1
Ireland	Dublin1	Turkey	İstanbul1,2
Greece	Lamia	United States	California - Santa Fe Springs1
Italy	Viareggio	United Kingdom	Preston1
India	Pune	United States	Georgia - Ball Ground1
Kenya	Nairobi1	United States	California - Irvine1
Indonesia	Mojokerto	United States	Georgia - Norcross1
Malaysia	Selangor	United States	California - Wilmington1
Kenya	Nairobi1	United States	Illinois - Frankfort - Corsair
New Zealand	Auckland1	United States	California - Santa Fe Springs1,2
Malaysia	Selangor	United States	Illinois - Frankfort - West Drive
People's Republic of China	Guangzhou	United States	Georgia - Ball Ground1
New Zealand	Auckland1	United States	Illinois - Northbrook
Sweden	Landskrona	United States	Georgia - Norcross1
People's Republic of China	Guangzhou	United States	Illinois - Rockford
United Kingdom	Dukinfield	United States	Illinois - Frankfort - Corsair
Philippines	Manila2	United States	Indiana - South Bend
United Kingdom	Milton Keynes1	United States	Illinois - Frankfort - West Drive
Sweden	Landskrona	United States	Massachusetts - Peabody1
United States	California - Roseville	United States	Illinois - Northbrook1,2
United Kingdom	Dukinfield	United States	Michigan - Clawson1
United States	Georgia - Covington	United States	Illinois - Rockford2
United Kingdom	Milton Keynes1	United States	Michigan - Grand Rapids
United States	Georgia - Tucker	United States	Indiana - South Bend
United States	~~California~~Illinois - ~~Roseville~~Seneca	United States	Michigan - ~~Troy~~Clawson1,2
United States	~~Georgia~~Kentucky - ~~Covington~~Paducah	United States	~~Minnesota~~Michigan - ~~Fridley~~Grand Rapids
United States	~~Georgia~~Minnesota - ~~Tucker~~Vadnais Heights	United States	~~Minnesota~~Michigan - ~~Maple Grove~~Troy1
United States	~~Illinois~~New York - ~~Seneca~~Syracuse1	United States	Ohio - Bellevue1
United States	~~Kentucky~~North Carolina - ~~Paducah~~Hudson	United States	Ohio - Twinsburg1,2
United States	~~Minnesota~~Ohio - ~~Vadnais~~Blue ~~Heights~~Ash	United States	Texas - ~~Arlington~~Arlington2
United States	~~New~~South ~~York~~Carolina - ~~Syracuse1~~Simpsonville
United States	~~North~~Texas ~~Carolina~~ - ~~Charlotte2~~Mesquite	Idle Facilities
United States	~~North~~Washington ~~Carolina~~ - ~~Hudson~~Vancouver	~~Construction Adhesives~~Brazil	Sorocaba
United States	Ohio - Blue Ash	Belgium	Willebroek
		Canada	Ontario - Toronto1
United States	South Carolina - Simpsonville	Canada	Ontario - Toronto1,2
Building Adhesive Solutions		Chile	Santiago
United States	Texas - Mesquite	Mexico	Coahuila1
Belgium	Willebroek	Egypt	6th of October City - 3rd Industrial Zone
United States	Washington - Vancouver	United Arab Emirates	Ras Al-Khaimah1
Germany	Langelsheim1	Germany	Frankfurt1 - Vilbeler
		United Kingdom	Kirkby in Ashfield
Germany	Pirmasens	Philippines	Manila
		United Kingdom	Lymington
Mexico	Coahuila1	United States	North Carolina - Charlotte
		United Kingdom	Mansfield1
United Arab Emirates	Ras Al-Khaimah1
United Kingdom	Kirkby in Ashfield	~~United Kingdom~~	~~Staffordshire~~
United Kingdom	Lymington	~~United Kingdom~~	~~Tibshelf1,2~~
		United States	California - La Mirada
United Kingdom	Mansfield1
		United States	Florida - Gainesville
United Kingdom	Staffordshire
United States	Michigan - Michigan Center	~~United States~~	~~Georgia - Dalton~~
United States	Minnesota - Fridley	~~United States~~	~~Illinois - Aurora~~
United States	Minnesota - Maple Grove	~~United States~~	~~Michigan - Michigan Center~~
United States	Ohio - Chagrin Falls	~~United States~~	~~New Jersey - Edison~~
United States	Texas - Houston	~~United States~~	~~Ohio - Chagrin Falls~~
		United States	Texas - Houston
		United States	Texas - Mansfield

1 Leased Property

2 ~~Idle~~Application ~~Property~~Center

18 12

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Item 3. Legal Proceedings

Environmental Matters

From time to time, we become aware of compliance matters relating to, or receive notices from, federal, state or local entities regarding possible or alleged violations of environmental, health or safety laws and regulations. Also, from time to time, we are identified as a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and/or similar state laws that impose liability for costs relating to the clean up of contamination resulting from past spills, disposal or other release of hazardous substances. We are also subject to similar laws in some of the countries where current and former facilities are located. Our environmental, health and safety department monitors compliance with applicable laws on a global basis.

Currently, we are involved in various environmental investigations, clean up activities and administrative proceedings and lawsuits. In particular, we are currently deemed a PRP in conjunction with numerous other parties, in a number of government enforcement actions associated with landfills and/or hazardous waste sites. As a PRP, we may be required to pay a share of the costs of investigation and clean up of these sites.

We are also engaged in environmental remediation and monitoring efforts at a number of current and former operating facilities. To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish a financial provision. It is reasonably possible that we may have additional liabilities related to these known environmental matters. However, the full extent of our future liability for environmental matters is difficult to predict because of uncertainty as to the cost of investigation and clean up of the sites, our responsibility for such hazardous substances and the number of and financial condition of other potentially responsible parties.

While uncertainties exist with respect to the amounts and timing of the ultimate environmental liabilities, based on currently available information, we have concluded that these matters, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow. However, adverse developments and/or periodic settlements could negatively impact the results of operations or cash flows in one or more future periods.

Other Legal Proceedings

From time to time and in the ordinary course of business, we are a party to, or a target of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, asbestos, contract, patent and intellectual property, environmental, health and safety, tax and employment matters. While we are unable to predict the outcome of these matters, we have concluded, based upon currently available information, that the ultimate resolution of any pending matter, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow. However, adverse developments and/or periodic settlements could negatively impact the results of operations or cash flows in one or more future periods.

In February 2024, the named plaintiffs in Rouse et al. v. H.B. 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.

For additional information regarding environmental matters and other legal proceedings, see Note 14 to the Consolidated Financial Statements.

Item 4. Mine Safety Disclosures

Not applicable.

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Part II.

Our common stock is traded on the New York Stock ~~Exchangeunder~~Exchange under the symbol FUL. As of January 1716, ~~2025~~2026, there were 1,~~307~~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 3029, ~~2024~~2025.

On April 7, 2022, the Board of Directors authorized a share repurchase program of up to $300.0 million of our outstanding common shares for a period of up to five years. Under the program, we are authorized to repurchase shares for cash on the open market, from time to time, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. The timing of such repurchases is dependent on price, market conditions and applicable regulatory requirements. Upon repurchase of the shares, we reduce our common stock for the par value of the shares with the excess being applied against additional paid in capital. ~~This authorization replaced the April 6, 2017 authorization to repurchase shares.~~

~~Total Shareholder Return Graph~~ 13

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. Specialty Chemicals Index. This graph assumes a $100 investment in each of H.B. 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.

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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. This graph assumes a $100 investment in each of H.B. 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.

Item 6. Selected Financial Data

Reserved.

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 ~~Construction~~Building ~~Adhesives~~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 ~~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~~Building ~~Adhesives~~Adhesive Solutions 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~~performance ~~for~~woodworking ~~both residential~~ and ~~commercial~~insulating ~~flooring underlayment solutions~~glass.

Total Company

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

●

Changes in the prices of our raw materials that are primarily derived from refining crude oil and natural gas,

●

Global supply of and demand for raw materials,

●

Economic growth rates, and

●

Currency exchange rates compared to the U.S. dollar.

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.

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 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. 14

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, 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 impact on net revenue of approximately $34.9 million as compared to 2023.

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~~Key~~The ~~financial~~pace ~~results~~of ~~andtransactions~~economic ~~for 2024~~growth ~~included~~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 ~~following:~~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 ~~Net~~movement ~~revenue~~of ~~increased~~foreign 1currency exchange rates as compared to the U.6S. ~~percent~~dollar ~~from~~impacts ~~2023~~the ~~primarily~~translation ~~driven~~of bythe aforeign 3entities’ financial statements into U.6S. ~~percent~~dollars. ~~increase~~As ~~due~~foreign tocurrencies ~~acquisitions~~weaken against the U.S. dollar, our revenues and acosts 1decrease as the foreign currency-denominated financial statements translate into fewer U.7S. ~~percent~~dollars. ~~increase~~The influctuations ~~sales~~of ~~volume~~the Euro, ~~partially~~British ~~offset~~pound bysterling, aTurkish ~~2.7~~lira, ~~percent~~Egyptian ~~decrease~~pound, Brazilian inreal, ~~product~~Mexican ~~pricing~~peso and aChinese 1renminbi against the U.0S. ~~percent~~dollar ~~decrease~~have ~~due~~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 ~~Gross~~financial ~~profit~~results ~~margin~~and ~~increased~~transactions tofor 2025 ~~29.8~~included ~~percent~~the ~~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.~~following:

● ~~Cash~~Net ~~flow~~revenue ~~generated~~decreased 2.7 percent from 2024 primarily driven by ~~operating~~a ~~activities~~2.1 ~~was~~percent ~~$302~~decrease due to acquisitions/divestitures, a 0.48 ~~million~~percent decrease in ~~2024~~sales asvolume ~~compared~~and a 0.6 percent decrease due to ~~$378~~currency fluctuations partially offset by a 0.48 ~~million~~percent increase in ~~2023~~product pricing.

~~Our~~● ~~total~~Gross ~~year~~profit ~~organic~~margin ~~revenue~~increased ~~growth,~~to ~~which~~31.1 wepercent ~~define~~in as2025 ~~the combined variances~~ from ~~sales~~29.8 ~~volume~~percent ~~and~~in ~~product pricing~~2024, ~~decreased 1.0 percent for 2024 compared to 2023~~ due to ahigher ~~decrease in~~ product pricing, ~~partially~~lower ~~offset~~raw bymaterials ancost, ~~increase~~the inimpact ~~sales~~of ~~volume~~acquisitions/divestitures and restructuring actions.

In● ~~2024,~~Net ~~our~~income ~~diluted~~attributable ~~earnings~~to ~~per~~H.B. ~~share~~Fuller ~~was~~increased ~~$2.30 compared~~ to $2152.~~59 in 2023.~~0 ~~The lower earnings per share~~ in ~~2024~~ ~~compared~~2025 ~~to 2023~~from ~~was primarily due to other expense, net that includes a~~ $47130.3 ~~million~~in ~~loss~~2024, ondue ~~the~~to ~~impairment~~higher ofgross ~~assets~~profit, ~~associated~~increased ~~with~~pension ~~our~~and ~~North~~other ~~American~~postretirement ~~flooring~~plan ~~business~~income ~~that~~partially isoffset ~~held~~by ~~for sale and~~ higher ~~operating~~compensation ~~costs,~~expense. ~~partially~~In ~~offset~~2025, byour ~~higher~~diluted ~~net~~earnings ~~revenue, lower~~per ~~interest~~share ~~expense~~was ~~and~~$2.75 ~~lower~~compared ~~income~~to ~~tax~~$2.30 ~~expense~~in 2024.

~~Information~~● ~~pertaining~~Adjusted toEBITDA ~~fiscal~~increased ~~year~~4.5 ~~2022 was~~percent ~~included~~from in2024 ~~the~~primarily ~~Company’s~~driven ~~Annual~~by ~~Report~~higher onnet ~~Form~~income ~~10-K for the year ended December 2, 2023, under Part II, Item 7 “Management’s Discussion~~ and ~~Analysis~~depreciation ~~of Financial Position~~ and ~~Results~~amortization ~~of Operations,” which was filed with the SEC on January 24, 2024~~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. 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 ~~2024~~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 ~~2025~~2026 and beyond, we will continue implementation in ~~North America, EIMEA,~~ Brazil and Asia Pacific.

Total expenditures for Project ONE are estimated to be $~~270~~300 to $~~290~~320 million, of which 60-65% is expected to be capital expenditures. Our total project-to-date expenditures are approximately $~~230~~265 million, of which approximately $~~140~~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 $6080.0 million to $6585.0 million ($4654.6 million to $5058.70 million after-tax), which include (i) cash expenditures of approximately $2847.40 million to $2948.6 0 million ($2232.0 1 million to $2332.0 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 $5579.52 million under the Plans as of November 3029, ~~2024~~2025. The Plans were implemented in the second quarter of fiscal year 2023 and ~~are currently~~were ~~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~~November ~~charges~~29, ~~recognized~~2025. ~~and~~Remaining cash payments ~~occurring~~will incontinue into fiscal ~~2023 and~~year ~~2024~~2026.

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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 ~~purchase~~ 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 ~~Construction~~Building ~~Adhesives~~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 ~~with~~to its carrying ~~amount~~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 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~~2025 impairment test, included a 1621.4 percent control premium.

For the ~~2024~~2025 impairment test, the fair value of the reporting units exceeded the respective carrying values by 20a range of 33 percent to ~~147~~80 percent. Significant assumptions used in the DCF analysis included discount rates that ranged from 910.1 4 percent to 10.17 percent and long-term revenue growth rates and EBITDA margins.

See Note 5 to the Consolidated Financial Statements for further information regarding goodwill. See Note 2 to the Consolidated Financial Statements for further information regarding the impairment of goodwill associated with the North America Flooring business that iswas held for sale as of November 30, 2024.

Pension and Other Postretirement Plan Assumptions

The discount rate assumption is determined using an actuarial yield curve approach, which results in a discount rate that reflects the characteristics of the plan. The approach identifies a broad population of corporate bonds that meet the quality and size criteria for the particular plan. We use this approach rather than a specific index that has a certain set of bonds that may or may not be representative of the characteristics of our particular plan. A higher discount rate reduces the present value of the pension obligations. The discount rate for the U.S. pension plan was 5.15 percent at November 29, 2025, 5.23 percent at November 30, 2024 and 5.66 percent at December 2, 2023. Net periodic pension cost for a given fiscal year is based on assumptions developed at the end of the previous fiscal year. A discount rate change of 0.5 percentage points at November 29, 2025 would impact U.S. pension and other postretirement plan (income) expense by $0.1 million (pre-tax) in fiscal 2025. Discount rates for non-U.S. plans are determined in a manner consistent with the U.S. plans.

~~Table~~The expected long-term rate of ~~Contents~~ return on plan assets assumption for the U.S. pension plan was 7.50 percent in 2025 and 7.75 percent in both 2024 and 2023. Our expected long-term rate of return on U.S. plan assets was based on our target asset allocation assumption of 55 percent equities and 45 percent fixed-income. Management, in conjunction with our external financial advisors, determines the expected long-term rate of return on plan assets by considering the expected future returns and volatility levels for each asset class that are based on historical returns and forward-looking observations. For 2025, the expected long-term rate of return on the target equities allocation was 8.50 percent and the expected long-term rate of return on the target fixed-income allocation was 5.60 percent. The total plan rate of return assumption included an estimate of the effect of diversification and the plan expense. A change of 0.5 percentage points for the expected return on assets assumption would impact U.S. net pension and other postretirement plan expense by approximately $2.8 million (pre-tax).

The discount rate assumption is determined using an actuarial yield curve approach, which results in a discount rate that reflects the characteristics of the plan. The approach identifies a broad population of corporate bonds that meet the quality and size criteria for the particular plan. We use this approach rather than a specific index that has a certain set of bonds that may or may not be representative of the characteristics of our particular plan. A higher discount rate reduces the present value of the pension obligations. 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. Net periodic pension cost for a given fiscal year is based on assumptions developed at the end of the previous fiscal year. 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. Discount rates for non-U.S. plans are determined in a manner consistent with the U.S. plans.

The expected long-term rate 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. Our expected long-term rate of return on U.S. plan assets was based on our target asset allocation assumption of 55 percent equities and 45 percent fixed-income. Management, in conjunction with our external financial advisors, determines the expected long-term rate of return on plan assets by considering the expected future returns and volatility levels for each asset class that are based on historical returns and forward-looking observations. For 2024, the expected long-term rate of return on the target equities allocation was 8.50 percent and the expected long-term rate of return on the target fixed-income allocation was 5.62 percent. The total plan rate of return assumption included an estimate of the effect of diversification and the plan expense. A change of 0.5 percentage points for the expected return on assets assumption would impact U.S. net pension and other postretirement plan expense by approximately $2.6 million (pre-tax).

Management, in conjunction with our external financial advisors, uses the actual historical rates of return of the asset categories to assess the reasonableness of the expected long-term rate of return on plan assets. The most recent 10-year and 20-year historical equity returns are shown in the table below. Our expected rate of return on our total portfolio is consistent with the historical patterns observed over longer time frames.

	Total						Fixed
U.S. Pension Plan Historical Actual Rates of Return	Portfolio			Equities			Income
10-year period		57.4	%		610.9	%		3.03	%
20-year period		6.14	%		67.89	%		45.65	%

Beginning in 2022, our target allocation migrated from 60 percent equities and 40 percent fixed-income to 55 percent equities and 45 percent fixed income. The historical actual rate of return for the fixed income of 45.65 percent is since inception (18 years, 11 months).

The expected long-term rate of return on plan assets assumption for non-U.S. pension plans was a weighted-average of 5.01 percent in 2024 compared to 5.02 percent in 2023 and 3.49 percent in 2022. The expected long-term rate of return on plan assets assumption used in each non-U.S. plan is determined on a plan-by-plan basis for each local jurisdiction and is based on expected future returns for the investment mix of assets currently in the portfolio for that plan. Management, in conjunction with our external financial advisors, develops expected rates of return for each plan, considers expected long-term returns for each asset category in the plan, reviews expectations for inflation for each local jurisdiction, and estimates the effect of active management of the plan’s assets. Our largest non-U.S. pension plans are in the United Kingdom and Germany. The expected long-term rate of return on plan assets for the United Kingdom was 4.50 percent and the expected long-term rate of return on plan assets for Germany was 5.50 percent. Management, in conjunction with our external financial advisors, uses actual historical returns of the asset portfolio to assess the reasonableness of the expected rate of return for each plan. 16

The projected salary increase assumption is based on historic trends and comparisons to the external market. Higher rates of increase result in higher pension expenses. As this rate is also a long-term expected rate, it is less likely to change on an annual basis. Under the U.S. pension plan, the compensation amount was locked-in as of May 31, 2011 and thus the benefit no longer includes compensation increases. Projected salary increase assumptions for non-U.S. plans are determined in a manner consistent with the U.S. plans.

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The expected long-term rate of return on plan assets assumption for non-U.S. pension plans was a weighted average of 5.03 percent in 2025 compared to 5.01 percent in 2024 and 5.02 percent in 2023. The expected long-term rate of return on plan assets assumption used in each non-U.S. plan is determined on a plan-by-plan basis for each local jurisdiction and is based on expected future returns for the investment mix of assets currently in the portfolio for that plan. Management, in conjunction with our external financial advisors, develops expected rates of return for each plan, considers expected long-term returns for each asset category in the plan, reviews expectations for inflation for each local jurisdiction, and estimates the effect of active management of the plan’s assets. Our largest non-U.S. pension plans are in the United Kingdom and Germany. The expected long-term rate of return on plan assets for the United Kingdom was 4.50 percent and the expected long-term rate of return on plan assets for Germany was 5.50 percent. Management, in conjunction with our external financial advisors, uses actual historical returns of the asset portfolio to assess the reasonableness of the expected rate of return for each plan.

Recoverability of Long-Lived Assets

The assessment of the recoverability of long-lived assets reflects our assumptions and estimates. Factors that we must estimate when performing impairment tests include sales volume, prices, inflation, currency exchange rates, tax rates and capital spending. Significant judgment is involved in estimating these factors, and they include inherent uncertainties. The measurement of the recoverability of these assets is dependent upon the accuracy of the assumptions used in making these estimates and how the estimates compare to the eventual future operating performance of the specific businesses to which the assets are attributed.

Judgments made by us include the expected useful lives of long-lived assets. The ability to realize undiscounted cash flows in excess of the carrying amounts of such assets is affected by factors such as the ongoing maintenance and improvement of the assets, changes in economic conditions and changes in operating performance.

See Note 2 to the Consolidated Financial Statements for further information regarding the impairment of long-lived assets associated with the North America Flooring business that is was held for sale as of November 30, 2024.

Product, Environmental and Other Litigation Liabilities

As disclosed in Item 3. Legal Proceedings and in Note 1 and Note 14 to the Consolidated Financial Statements, we are subject to various claims, lawsuits and other legal proceedings. Reserves for loss contingencies associated with these matters are established when it is determined that a liability is probable and the amount can be reasonably estimated. The assessment of the probable liabilities is based on the facts and circumstances known at the time that the financial statements are being prepared. For cases in which it is determined that a liability is probable but only a range for the potential loss exists, the minimum amount of the range is recorded and subsequently adjusted as better information becomes available.

For cases in which insurance coverage is available, the gross amount of the estimated liabilities is accrued, and a receivable is recorded for any ~~probable~~realizable ~~estimated~~ insurance recoveries. A discussion of environmental, product and other litigation liabilities is disclosed in Item 3. Legal Proceedings and Note 14 to the Consolidated Financial Statements.

Based upon currently available facts, we do not believe that the ultimate resolution of any pending legal proceeding, individually or in the aggregate, will have a material adverse effect on our long-term financial condition. However, adverse developments and/or periodic settlements could negatively affect our future results of operations or cash flows ~~in one or more future quarters~~.

Income Tax Accounting

As part of the process of preparing the Consolidated Financial Statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. The process involves estimating actual current tax expense along with assessing temporary differences resulting from differing treatment of items for book and tax purposes. These temporary differences result in deferred tax assets and liabilities, which are included in the Consolidated Balance Sheets. We record a valuation allowance to reduce our deferred tax assets to the amount that is more-likely-than-not to be realized. We have considered future taxable income and ongoing tax planning strategies in assessing the need for the valuation allowance. Increases in the valuation allowance result in additional expense to be reflected within the tax provision in the Consolidated Statements of Income. The valuation allowance to reduce deferred tax assets totaled $11.71 million as of November 3029, ~~2024~~2025, and $1511.67 million as of ~~December~~November 230, ~~2023~~2024.

We recognize tax benefits for tax positions for which it is more-likely-than-not that the tax position will be sustained by the applicable tax authority at the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement. We do not recognize a financial statement benefit for a tax position that does not meet the more-likely-than-not threshold. We believe that our liabilities for income taxes reflect the most likely outcome. It is difficult to predict the final outcome or the timing of the resolution of any particular tax position. Future changes in judgment related to the resolution of tax positions will impact earnings in the quarter of such change. We adjust our income tax liabilities related to tax positions in light of changing facts and circumstances. Settlement with respect to a tax position would usually require cash. Based upon our analysis of tax positions taken on prior year returns and expected tax positions to be taken for the current year tax returns, we have identified gross uncertain tax positions of $159.62 million as of November 3029, ~~2024~~2025 and $1415.36 million as of ~~December~~November 230, ~~2023~~2024.

We have not recorded U.S. deferred income taxes for certain of our non-U.S. subsidiaries' undistributed earnings as such amounts are intended to be indefinitely reinvested outside of the U.S. Should we change our business strategies related to these non-U.S. subsidiaries, additional U.S. tax liabilities could be incurred. It is not practical to estimate the amount of these additional tax liabilities. See Note 11 to the Consolidated Financial Statements for further information on income tax accounting. 17

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Acquisition Accounting

As we enter into business combinations, we perform acquisition accounting requirements including the following:

●

Identifying the acquirer,

●

Determining the acquisition date,

●

Recognizing and measuring the identifiable assets acquired and the liabilities assumed, and

●

Recognizing and measuring goodwill or a gain from a bargain purchase.

We complete valuation procedures and record the resulting fair value of the acquired assets and assumed liabilities based upon the valuation of the business enterprise and the tangible and intangible assets acquired. Enterprise value allocation methodology requires management to make assumptions and apply judgment to estimate the fair value of assets acquired and liabilities assumed. If estimates or assumptions used to complete the enterprise valuation and estimates of the fair value of the acquired assets and assumed liabilities significantly differed from assumptions made, the resulting difference could materially affect the fair value of net assets.

The calculation of the fair value of the tangible assets, including property, plant and equipment, utilizes the cost approach, which computes the cost to replace the asset, less accrued depreciation resulting from physical deterioration, functional obsolescence and external obsolescence. The calculation of the fair value of the identified intangible assets are determined using cash flow models following the income approach or a discounted market-based methodology approach. Significant inputs include estimated revenue growth rates, gross margins, operating expenses, and estimated attrition, royalty and discount rates. Goodwill is recorded as the difference in the fair value of the acquired assets and assumed liabilities and the purchase price.

Results of Operations

Net revenue

($ in millions)

~~2024~~2025

~~2023~~2024

~~2024~~2025 vs ~~2023~~2024

Net revenue

3,~~568~~473.76

3,~~510~~568.97

1(2.67

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 ~~and~~ /divestitures (M&A) and changes in foreign currency exchange rates. The following table shows the net revenue variance analysis for fiscal ~~2024~~2025 compared to fiscal ~~2023~~2024.

	2024 vs 2023
	2025 vs 2024
Organic revenue growth		(10.0	)%
M&A		3(2.61	)%
Currency		(1.0.6	)%
Net revenue growth		1(2.67	)%

Organic revenue in ~~2024~~2025 compared to ~~2023~~2024 ~~decreased 1.0 percent~~was flat and consisted of a 9 0.57 percent increase in ~~Construction~~Engineering Adhesives, a 4.0.1 percent ~~decrease~~increase in Hygiene, Health and Consumable Adhesives and a a 1.03 percent decrease in ~~Engineering~~Building ~~Adhesives~~Adhesive Solutions. The ~~decrease~~flat organic revenue was driven by a 2 0.68 percent ~~decrease~~increase in product pricing~~, partially~~ offset by a 1 0.68 percent ~~increase~~decrease in sales volume. The 32.61 percent ~~increase~~decrease from M&A was due to our acquisitions and divestiture that occurred during the last year. The negative 1.0.6 percent currency impact was primarily driven by a weaker ~~Egyptian pound,~~ Turkish lira, Egyptian pound, Brazilian real, ~~Chinese~~Mexican ~~renminbi~~peso and ~~Chilean~~Chinese ~~peso~~renminbi offset by a stronger Euro, and British pound sterling ~~and Colombian~~ ~~peso~~ compared to the U.S. dollar.

Cost of sales

($ in millions)	~~2024~~2025			~~2023~~2024			~~2024~~2025 vs ~~2023~~2024
Cost of sales	$	2,~~506~~392.9		$	2,~~502~~506.09			0(4.25	)%
Percent of net revenue		7068.29	%		7170.32	%

Cost of sales in ~~2024~~2025 compared to ~~2023~~2024 decreased ~~110~~130 basis points as a percentage of net revenue. Raw material cost as a percentage of net revenue decreased ~~210~~100 basis points in ~~2024~~2025 compared to ~~2023~~2024 due to higher pricing and lower raw material costs. Other manufacturing costs as a percentage of net revenue ~~increased~~decreased ~~100~~30 basis points in ~~2024~~2025 compared to ~~2023 primarily due to a decrease in product pricing partially offset by higher sales volume~~2024.

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Gross profit

($ in millions)	~~2024~~2025			~~2023~~2024			~~2024~~2025 vs ~~2023~~2024
Gross profit	$	1,~~061~~080.97		$	1,~~008~~061.9			51.38	%
Percent of net revenue		2931.81	%		2829.78	%

Gross profit in ~~2024~~2025 increased 51.38 percent and gross profit margin increased ~~110~~130 basis points compared to ~~2023~~2024. The increase in gross profit margin as a percentage of net revenue was primarily due to higher apricing, ~~210~~lower ~~basis points decrease in~~ raw materials ~~offset~~cost byand a ~~100~~ ~~basis~~decrease ~~point increase~~ in other manufacturing costs.

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Selling, general and administrative (SG&A) expenses

($ in millions)	~~2024~~2025			~~2023~~2024			~~2024~~2025 vs ~~2023~~2024
SG&A	$	~~713~~725.76		$	~~653~~713.87			91.27	%
Percent of net revenue		20.09	%		1820.60	%

SG&A expenses for ~~2024~~2025 compared to ~~2023~~2024 increased ~~140~~90 basis points as a percentage of net revenue. The increase is due to the impact of acquisitions/divestitures and higher compensation costs~~, partially offset by a gain on insurance claims~~.

Other (expense~~) income~~, net

($ in millions)	~~2024~~2025			~~2023~~2024
Other (expense) income, net	$	(37.1	)	$	9.8
Other expense, net	$	(11.1	)	$	(37.1	)

Other (expense~~) income~~, net in ~~2024~~2025 included a $4734.3 8 million ~~loss~~for ona ~~the~~loss ~~impairment~~contingency ~~of assets~~ associated with ~~our~~ongoing ~~North American flooring business that is held for sale~~litigation, $2.53 million offor ~~currency transaction losses,~~ a ~~$2.0 million~~ loss onin ansale ~~equity~~of ~~investment and~~business and $1.~~6 million~~3 million loss of other expense, partially offset by a $1522.9 8 million of ~~net~~pension ~~defined~~and ~~benefit~~other ~~pension~~postretirement ~~benefits~~plan ~~and~~income, a $03.46 million gain on disposal of assets and $0.9 million of currency transaction gains. Other (expense~~) income~~, net in ~~2023~~2024 included a $2047.3 million loss on the impairment of assets associated with our North American flooring business that was held for sale as of November 30, 2024, $2.5 million of ~~net~~currency ~~defined~~transaction ~~benefit~~losses, a ~~pension~~$2.0 ~~benefits~~million ~~and~~loss on an equity investment and $1.26 million of other ~~income~~expense, partially offset by $1115.69 million of ~~currency~~net ~~transaction~~defined ~~losses~~benefit pension benefits and a $0.14 million ~~loss~~gain on disposal of assets.

Interest expense

($ in millions)		~~2024~~2025				~~2023~~2024
Interest expense		$	133.13			$	~~134~~133.61

Interest expense was $133.13 million and $~~134~~133.61 million in ~~2024~~2025 and ~~2023~~2024, respectively~~, and was lower primarily due to lower interest rates, partially offset by higher debt balances~~. We capitalized $10.96 million and $1.89 million of interest expense in ~~2024~~2025 and ~~2023~~2024, respectively.

Interest income

($ in millions)		~~2024~~2025				~~2023~~2024
Interest income		$	4.78			$	34.97

Interest income in ~~2024~~2025 and ~~2023~~2024 was $4.78 million and $34.97 million, respectively, consisting primarily of interest on cross-currency swap activity and other miscellaneous interest income.

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Income tax expense:

($ in millions)	~~2024~~2025			~~2023~~2024
Income tax expense	$	5667.41		$	9356.54
Effective tax rate		3031.92	%		3930.9	%

Income tax expense of $67.1 million in 2025 includes $7.5 million of discrete tax expense, primarily related to the impact of withholding tax recorded on earnings no longer permanently reinvested, offset by various U.S. and foreign tax matters. Excluding the discrete tax expense of $7.5 million, the overall effective tax rate was 27.7 percent.

Income tax expense of $56.4 million in 2024 includes $5.5 million of discrete tax benefit, primarily related to various foreign tax matters as well as an excess tax benefit related to U.S. stock compensation. Excluding the discrete tax benefit of $5.5 million, the overall effective tax rate was 33.9 percent.

~~Income~~The ~~tax~~decrease ~~expense of $93.5 million~~ in ~~2023 includes~~ ~~$26.1 million~~the ofoverall ~~discrete~~effective tax ~~expense,~~rate ~~primarily~~for 2025 ~~related~~compared to 2024, excluding the impact of ~~withholding~~discrete ~~tax recorded on earnings that are no longer permanently reinvested~~items, asis ~~well~~primarily asdue ~~other~~to ~~various~~the ~~U.S.~~change ~~and~~in ~~foreign tax matters. Excluding~~ the ~~discrete~~mix ~~tax expense~~ of ~~$26.1 million,~~earnings ~~the~~across ~~overall effective tax rate was 28~~jurisdictions.~~8 percent.~~

The increase in the overall effective tax rate for 2024 compared to 2023, excluding the impact of discrete items, is primarily due to the change in the mix of earnings across jurisdictions.

Income from equity method investments

($ in millions)		~~2024~~2025				~~2023~~2024
Income from equity method investments		$	43.18			$	4.41

The income from equity method investments relates to our 50 percent ownership of the Sekisui-Fuller joint venture in Japan. The lower income for ~~2024~~2025 compared to ~~2023~~2024 is due to the ~~lower net~~unfavorable ~~income~~impact inof ~~our~~the ~~joint~~weakening ~~venture~~of ~~for~~the Japanese yen against the ~~year~~U.S. dollar.

Net income attributable to H.B. Fuller

($ in millions)	~~2024~~2025			~~2023~~2024			~~2024~~2025 vs ~~2023~~2024
Net income attributable to H.B. Fuller	$	~~130~~152.30		$	~~144~~130.93			~~(10~~16.17	)%
Percent of net revenue		34.64	%		43.16	%

Net income attributable to H.B. Fuller was $~~130~~152.30 million in ~~2024~~2025 compared to $~~144~~130.93 million in ~~2023~~2024. due to higher gross profit, increased pension and other postretirement plan income offset by higher compensation expense. Diluted earnings per share were $2.3075 per share in ~~2024~~2025 and $2.5930 per share in ~~2023~~2024.

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Adjusted EBITDA

($ in millions)	2025			2024			2025 vs 2024
Adjusted EBITDA	$	620.7		$	593.9			4.5	%
Percent of net revenue		17.9	%		16.6	%

Adjusted EBITDA for H.B. Fuller was $620.7 million in 2025 compared to $593.9 million in 2024. Adjusted EBITDA as a percentage of net revenue increased 130 basis points in 2025 compared to 2024 due to higher net income and depreciation and amortization expense. 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.

Operating Segment Results

We are required to report segment information in the same way that we internally organize our business for assessing performance and making decisions regarding allocation of resources. Revenue ~~For~~and ~~segment~~Adjusted ~~evaluation~~EBITDA of each of our segments are regularly reviewed by ~~the~~our chief executive officer, who acts as our chief operating decision maker, ~~segment~~to ~~operating~~make ~~income~~decisions about resources to be allocated to the segments and assess their performance. Adjusted EBITDA is defined as ~~gross~~net ~~profit~~income ~~less~~before ~~SG&A~~interest, ~~expenses.~~income ~~Inter-segment~~taxes, ~~revenues~~depreciation ~~are~~and ~~recorded~~amortization atand ~~cost~~foreign ~~plus~~currency again/loss, ~~markup~~adjusted for ~~administrative~~other ~~costs.~~items within a relevant period which are not reflective of the segment’s operating performance in the period. Corporate expenses, other than those included in Corporate Unallocated, are allocated to each operating segment.

WeAs ~~have~~of November 30, 2024, our three ~~reportable~~operating segments: consisted of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives. ~~The~~As ~~tables~~of ~~below~~the ~~provide~~beginning ~~certain~~of ~~information~~fiscal ~~regarding~~2025, ~~the~~we ~~net~~reorganized ~~revenue~~our ~~and~~ operating ~~income~~segments by ofselling ~~each~~our North America Flooring business, previously part of ~~our~~the Construction Adhesives operating ~~segments. Corporate~~segment, ~~Unallocated~~and ~~includes~~combining ~~business~~our ~~acquisition~~Insulated Glass, Woodworking and ~~integration~~Composite ~~costs~~businesses, ~~organizational~~previously ~~restructuring charges~~ part of the Engineering Adhesives operating segment, with Construction Adhesives Roofing and ~~project~~Building ~~costs~~Envelope ~~related~~and Infrastructure businesses to form the ~~implementation~~Building ofAdhesive ~~Project~~Solutions ~~ONE~~operating segment. All financial results related to North America Flooring have been moved to our Corporate Unallocated segment. Prior period segment information has been recast retrospectively to reflect the realignment.

The tables below provide certain information regarding the net revenue, Adjusted EBITDA and Adjusted EBITDA margin of each of our operating segments. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenue for each operating segment. Corporate Unallocated amounts include business acquisition and integration costs, organizational restructuring charges and project costs associated with implementing a global Enterprise Resource Planning (“ERP”) system that we refer to as Project ONE. As a result of the change in operating segments and the sale of our North America Flooring business, we have retrospectively moved the results of our divested North America Flooring business to Corporate Unallocated for prior periods.

Net Revenue by Segment

	2024					2023
	2025					2024
	Net		% of			Net		% of
($ in millions)	Revenue		Total			Revenue		Total
Hygiene, Health and Consumable Adhesives	$	1,~~546~~551.48		4345	%	$	1,~~601~~546.5		4643	%
Engineering Adhesives		1,~~459~~061.18		4130	%		1,~~428~~009.70		4128	%
Construction Adhesives		563.2		16	%		480.7		13	%
Building Adhesive Solutions		860.0		25	%		856.5		24	%
Total	$	3,568.7		100	%	$	3,510.9		100	%
Segment total		3,473.6		100	%		3,412.0		95	%
Corporate Unallocated		-		0	%		156.7		5	%
Total	$	3,473.6		100	%	$	3,568.7		100	%

28 Adjusted EBITDA

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	2025					2024
	Adjusted		% of			Adjusted		% of
($ in millions)	EBITDA		Total			EBITDA		Total
Hygiene, Health and Consumable Adhesives	$	244.4		39	%	$	245.8		41	%
Engineering Adhesives		236.0		38	%		200.5		34	%
Building Adhesive Solutions		134.0		22	%		133.2		23	%
Segment total		614.4		99	%		579.5		98	%
Corporate Unallocated		6.3		1	%		14.4		2	%
Total	$	620.7		100	%	$	593.9		100	%

Segment Operating Income (Loss)

	2024						2023
	Operating			% of			Operating			% of
($ in millions)	Income (Loss)			Total			Income (Loss)			Total
Hygiene, Health and Consumable Adhesives	$	187.4			54	%	$	215.1			61	%
Engineering Adhesives		193.0			55	%		187.3			53	%
Construction Adhesives		25.3			8	%		6.0			1	%
Segment total		405.7			117	%		408.4			115	%
Corporate Unallocated		(57.5	)		(17	)%		(53.3	)		(15	)%
Total	$	348.2			100	%	$	355.1			100	%

The following table provides a reconciliation of segment operating income to income before income taxes and income from equity method investments, as reported in the Consolidated Statements of Income.

($ in millions)	2024			2023
Segment operating income	$	348.2		$	355.1
Other (expense) income, net		(37.1	)		9.8
Interest expense		(133.1	)		(134.6	)
Interest income		4.7			3.9
Income before income taxes and income from equity method investments	$	182.7		$	234.2

Hygiene, Health and Consumable Adhesives

($ in millions)	~~2024~~2025			~~2023~~2024			~~2024~~2025 vs ~~2023~~2024
Net revenue	$	1,~~546~~551.48		$	1,~~601~~546.5			(30.43	)%
Segment operating income	$	187.4		$	215.1			(12.9	)%
Segment adjusted EBITDA	$	244.4		$	245.8			(0.6	)%
Segment profit margin %		12.1	%		13.4	%
Segment adjusted EBITDA margin		15.7	%		15.9	%

~~The following tables provide details of Hygiene, Health and Consumable Adhesives net revenue variances:~~ 20

	2024 vs 2023
Organic revenue growth		(4.0	)%
M&A		2.3	%
Currency		(1.7	)%
Net revenue growth		(3.4	)%

Net revenue decreased 3.4 percent in 2024 compared to 2023. The 4.0 decrease in organic revenue growth was attributable to a decrease in product pricing and sales volume. The 2.3 percent increase in net revenue from M&A was due to acquisitions of Beardow Adams in the second quarter of 2023 and Adhezion in the third quarter of 2023. The 1.7 percent negative currency effect was due to a weaker Egyptian pound, Turkish lira, Brazilian real and Chilean peso offset by a stronger Euro, Colombian peso and British pound sterling compared to the U.S. dollar. As a percentage of net revenue, raw material costs decreased 120 basis points due to lower raw material costs. Other manufacturing costs as a percentage of net revenue increased 100 basis points due to lower product pricing and the impact of acquisitions. SG&A expenses as a percentage of net revenue increased 150 basis points due to the impact of acquisitions, lower net revenue and higher compensation costs. Segment operating income decreased 12.9 percent and segment operating margin as a percentage of net revenue decreased 130 basis points in 2024 as compared to 2023.

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The following tables provide details of Hygiene, Health and Consumable Adhesives net revenue variances:

	2025 vs 2024
Organic revenue growth		0.1	%
M&A		1.5	%
Currency		(1.3	)%
Net revenue growth		0.3	%

Net revenue increased 0.3 percent in 2025 compared to 2024. The 0.1 percent increase in organic revenue growth was attributable to an increase in product pricing, partially offset by a decrease in sales volume. The 1.5 percent increase in net revenue from M&A was due to acquisitions of GEM S.r.l and Medifill Limited in the first quarter of 2025. The 1.3 percent negative currency effect was due to a weaker Egyptian pound, Brazilian real, Mexican peso and Turkish lira offset by a stronger Euro compared to the U.S. dollar. As a percentage of net revenue, raw material costs increased 10 basis points. Other manufacturing costs as a percentage of net revenue decreased 20 basis points. SG&A expenses as a percentage of net revenue increased 100 basis points due to the impact of acquisitions and higher compensation costs. Segment adjusted EBITDA margin increased 70 basis points due to higher depreciation and amortization expense and higher pension and other postretirement plan income. Segment adjusted EBITDA decreased 0.6 percent and segment adjusted EBITDA margin decreased 20 basis points in 2025 as compared to 2024.

Engineering Adhesives

($ in millions)	~~2024~~2025			~~2023~~2024			~~2024~~2025 vs ~~2023~~2024
Net revenue	$	1,~~459~~061.18		$	1,~~428~~009.70			25.12	%
Segment operating income	$	193.0		$	187.3			3.0	%
Segment adjusted EBITDA	$	236.0		$	200.5			17.7	%
Segment profit margin %		13.2	%		13.1	%
Segment adjusted EBITDA margin		22.2	%		19.9	%

The following tables provide details of Engineering Adhesives net revenue variances:

	2024 vs 2023
	2025 vs 2024
Organic revenue growth		~~(1.~~0.7	)%
M&A		34.7	%
Currency		(0.62	)%
Net revenue growth		25.12	%

Net revenue increased 25.12 percent in ~~2024~~2025 compared to ~~2023~~2024. The 1.0.7 percent ~~decrease~~increase in organic revenue growth was attributable to aan ~~decrease~~increase in product pricing~~, partially offset by an increase in sales volume~~. The 34.7 percent increase in net revenue from M&A was due to the acquisition of ND Industries, Inc. and ND Industries Asia, Inc. in the second quarter of 2024. The 0.62 percent negative currency effect was due to a weaker Chinese renminbi, Turkish lira, ~~Chinese renminbi~~ and ~~Brazilian~~Mexican ~~real~~ peso offset by a stronger Euro and British pound sterling compared to the U.S. dollar. As a percentage of net revenue, raw material costs decreased ~~310~~260 basis points due to increased pricing, lower raw material costs and the impact of acquisitions. Other manufacturing costs as a percentage of net revenue increased ~~140~~20 basis points ~~due to the impact of lower product pricing and the impact of acquisitions, partially offset by increased sales volume~~. SG&A expenses as a percentage of net revenue increased ~~160~~60 basis points primarily due to the ~~acquisition~~impact of NDacquisitions ~~Industries~~ and higher compensation costs. Segment ~~operating~~adjusted EBITDA margin increased 50 basis points due to higher depreciation and amortization expense and higher pension and other postretirement plan income. Segment adjusted EBITDA increased 317.07 percent and segment ~~operating~~adjusted ~~margin~~EBITDA margin increased 230 10 basis points in ~~2024~~2025 as compared to ~~2023~~2024.

~~Construction~~Building ~~Adhesives~~Adhesive Solutions

($ in millions)	~~2024~~2025			~~2023~~2024			~~2024~~2025 vs ~~2023~~2024
Net revenue	$	~~563~~860.20		$	~~480~~856.75			170.24	%
Segment operating income (loss)	$	25.3		$	6.0			321.7	%
Segment adjusted EBITDA	$	134.0		$	133.2			0.6	%
Segment profit margin %		4.5	%		1.2	%
Segment adjusted EBITDA margin		15.6	%		15.6	%

The following tables provide details of Construction Adhesives net revenue variances:

	2024 vs 2023
	2025 vs 2024
Organic revenue growth		9(1.53	)%
M&A		71.5	%
Currency		0.2	%
Net revenue growth		170.24	%

Net revenue increased 170.24 percent in ~~2024~~2025 compared to ~~2023~~2024. The 91.53 percent ~~increase~~decrease in organic revenue growth was attributable to ana ~~increase~~decrease in sales volume, partially offset by ~~a decrease~~an increase in product pricing. The 71.5 percent increase in net revenue from M&A was due to the ~~acquisitions~~acquisition of ~~XChem in the third quarter of 2023, Sanglier in the fourth quarter of 2023 and~~ HS Butyl in the third quarter of 2024. The 0.2 percent positive currency effect was due to a stronger Euro and British pound sterling offset by a weaker Turkish lira and Australian dollar compared to the U.S. dollar. As a percentage of net revenue, raw material costs decreased 80100 basis points due to increased pricing and lower raw material costs. Other manufacturing costs as a percentage of net revenue ~~decreased~~increased 6050 basis points ~~due to higher sales volume, partially offset by lower product pricing~~. SG&A expenses as a percentage of net revenue ~~decreased~~increased ~~190~~90 basis points primarily due to higher compensation costs. Segment adjusted EBITDA margin increased ~~net~~40 ~~revenue,~~basis ~~partially~~points ~~offset~~due ~~by the~~to ~~impact~~higher ofdepreciation ~~acquisitions~~and amortization expense and higher ~~compensation~~pension ~~costs~~and other postretirement plan income. Segment ~~operating~~adjusted ~~income~~EBITDA increased ~~321~~0.76 percent and segment ~~operating~~adjusted EBITDA margin aswas ~~a percentage of net revenue increased 330~~flat ~~basis points~~ in ~~2024~~2025 as compared to ~~2023~~2024.

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Corporate Unallocated

($ in millions)	~~2024~~2025			~~2023~~2024			~~2024~~2025 vs ~~2023~~2024
Segment operating loss	$	(57.5	)	$	(53.3	)		7.9	%
Net revenue	$	-		$	156.7			(100.0	)%
Segment profit margin %	NMP			NMP
Adjusted EBITDA	$	6.3		$	14.4			(56.3	)%

~~NMP~~Corporate =Unallocated ~~Non~~includes acquisition and integration-~~meaningful~~related ~~percentage~~charges, restructuring-related charges and costs related to the implementation of Project ONE. As a result of the change in operating segments and the sale of our North America Flooring business, we have retrospectively moved the results of our divested North America Flooring business to Corporate Unallocated for prior periods.

~~Corporate Unallocated includes acquisition and integration-related charges, restructuring-related charges and costs related to the implementation of Project ONE.~~ 21

Segment operating loss increased 7.9 percent in 2024 compared to 2023 due to higher restructuring costs, partially offset by lower acquisition project costs and a gain on insurance claims.

Financial Condition, Liquidity and Capital Resources

Total cash and cash equivalents as of November 3029, ~~2024~~2025 were $~~169~~107.42 million compared to $~~179~~169.54 million as of ~~December~~November 230, ~~2023~~2024. Total long and short-term debt was $2,~~010~~016.69 million as of November 3029, ~~2024~~2025 and $12,~~838~~010.46 million as of ~~December~~November 230, ~~2023~~2024.

We believe that cash flows from operating activities will be adequate to meet our short-term and long-term liquidity and capital expenditure needs. In addition, we believe we have the ability to obtain both short-term and long-term debt to meet our financing needs for the foreseeable future. Cash available in the United States has historically been sufficient and we expect it will continue to be sufficient to fund U.S. operations, U.S. capital spending and U.S. pension and other postretirement benefit contributions in addition to funding U.S. acquisitions, dividend payments, debt service and share repurchases as needed. For those international earnings considered to be reinvested indefinitely, we currently have no intention to, and plans do not indicate a need to, repatriate these funds for U.S. operations.

Our credit agreements include restrictive covenants that, if not met, could lead to a renegotiation of our credit lines and a significant increase in our cost of financing. At November 3029, ~~2024~~2025, we were in compliance with all covenants of our contractual obligations for outstanding indebtedness as shown in the following table:

Covenant	Debt Instrument	Measurement	Result as of November 3029, ~~2024~~2025
Secured Total Indebtedness / TTM1 EBITDA	Revolving Facility and Term Loan A Facility	Not greater than 4.~~502~~50	2.3
TTM1 EBITDA / Consolidated Interest Expense	Revolving Facility and Term Loan A Facility	Not less than 2.0	4.9

1	TTM = trailing 12 months
2	The Maximum Secured Leverage Ratio prior to June 1, 2024, shall be 4.75 to 1.00 and will step down to 4.50 to 1.00 with respect to quarters ending after June 1, 2024

¹	TTM = trailing 12 months

EBITDA for covenant purposes is defined as consolidated net income, plus (i) interest expense, (ii) expense for taxes paid or accrued, (iii) depreciation and amortization, (iv) certain non-cash impairment losses, (v) extraordinary non-cash losses incurred other than in the ordinary course of business, (vi) nonrecurring extraordinary non-cash restructuring charges and the non-cash impact of purchase accounting, (vii) any non-cash charge for the excess of rent expense over actual cash rent paid due to the use of straight-line rent, non-cash charge pursuant to any management equity plan, stock option plan or any other management or employee benefit, (viii) any non-cash finance charges in respect of any pension liabilities or other provisions and income (loss) attributable to deferred compensation plans, (ix) any non-recurring or unusual cash restructuring charges and operating improvements, (x) cost savings initiative and cost synergies related to acquisitions within 12 months, (xi) non-capitalized charges relating to the Company’s SAP implementation, (xii) fees, costs, expenses and charges incurred in connection with the financing, (xiii) fees, costs, expenses, make-whole or penalty payments and other similar items arising out of acquisitions, investments and dispositions, the incurrence, issuance, repayment or refinancing of indebtedness and any issuance of equity interests; minus, non-recurring or unusual non-cash gains incurred not in the ordinary course of business. Provided that the aggregate amounts that may be added back for any period pursuant to clauses (ix), (x) and (xi) shall not exceed 15% of EBITDA for such period (calculated prior to giving effect to all addbacks and adjustments). For Secured Total Indebtedness / TTM EBITDA ratio, TTM EBITDA is adjusted for the pro forma results from Material Acquisitions and Material Divestitures, both as defined in the Second Amended and Restated Credit Agreement, as if the acquisition or divestiture occurred at the beginning of the calculation period. The full definition is set forth in the Second Amended and Restated Credit Agreement the Company filed as an exhibit to its 8-K filing dated February 21, 2023.

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Consolidated Interest Expense for covenant purposes is defined as the interest expense (including without limitation to the portion of capital lease obligations that constitutes imputed interest in accordance with GAAP) of the Company and its subsidiaries calculated on a consolidated basis for such period with respect to all outstanding indebtedness allocable to such period in accordance with GAAP, including net costs (or benefits) under Interest Rate Swap Agreements and commissions, discounts and other fees and charges with respect to letters of credit and the interest component of all Attributable Receivables Indebtedness.

We believe we have the ability to meet all of our contractual obligations and commitments in fiscal ~~2025~~2026.

Net Financial Assets (Liabilities)

($ in millions)	~~2024~~2025			~~2023~~2024
Financial assets:
Cash and cash equivalents	$	~~169~~107.42		$	~~179~~169.54
Foreign exchange contracts		24.18			132.51
Interest rate swaps		~~1.8~~-			31.68
Financial liabilities:
Notes payable		~~(0.6~~-	)		(10.86	)
Long-term debt		(2,~~010~~016.19	)		(12,~~836~~010.61	)
Foreign exchange contracts		(70.16	)		(57.01	)
Interest rate swaps		(3329.0	)		(4133.60	)
Net investment hedges		51(113.91	)		(7251.69	)
Net financial liabilities	$	(12,~~825~~047.6	)	$	(1,~~761~~929.14	)

Of the $~~169~~107.42 million in cash and cash equivalents as of November 3029, ~~2024~~2025, $~~166~~105.4 million was held outside the U.S. Of the $~~166~~105.4 million of cash held outside the U.S., earnings of $~~152~~104.5 6 million are indefinitely reinvested outside of the U.S. It is not practical for us to determine the U.S. tax implications of the repatriation of these funds.

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There are no contractual or regulatory restrictions on the ability of consolidated and unconsolidated subsidiaries to transfer funds in the form of cash dividends, loans or advances to us. Our credit facilities have the following restrictions related to investments and general limitations: 1) a credit facility limitation restricting investments, loans, advances or capital contributions from Loan Parties to non-Loan Parties in excess of $150.0 million, 2) a credit facility limitation that provides total investments, loans, advances or guarantees not otherwise permitted in the credit agreement for all subsidiaries shall not exceed $150.0 million in the aggregate, 3) a credit facility limitation that provides total investments, dividends, and distributions shall not exceed the Available Amount defined in these agreements, all three of which do not apply when our secured leverage ratio is below 4.0x, and 4) typical statutory restrictions, which prohibit distributions in excess of net capital or similar tests. Additionally, we have taken the income tax position that the majority of our cash in non-U.S. locations is indefinitely reinvested.

Debt Outstanding and Debt Capacity

Notes Payable

~~Notes~~There ~~payable~~ were ~~$0.6~~no ~~million~~notes payable at November 3029, ~~2024~~2025 and a balance of $10.86 million at ~~December~~November 230, ~~2023~~2024. ~~These~~Notes ~~amounts~~payable primarily ~~represented~~ represents various foreign subsidiaries’ short-term borrowings that were not part of committed lines. The ~~current~~ weighted-average interest ~~rates~~ rate on these short-term borrowings ~~were~~ was approximately 61.17 35 percent in ~~2024~~ ~~and 10~~2024.~~75 percent in 2023.~~

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Long-Term Debt

Long-term debt consists of a senior secured term loan (“Term Loan A”) with an aggregate principal amount of $500.0 million and a senior secured term loan (“Term Loan B”) with an aggregate principal amount of $994.0 million, issued pursuant to a Second Amended and Restated Credit Agreement, dated as of February 15, 2023, as amended. Interest on Term Loan A is payable at the Secured Overnight Financing Rate ("SOFR") plus an adjustment of 0.10 percent and an interest rate spread of 1.50 percent (65.1752 percent at November 3029, ~~2024~~2025). The interest rate spread is based on a secured leverage grid. Term Loan A matures on February 15, 2028. At November 3029, ~~2024~~2025, a balance of $~~462~~431.53 million was outstanding on Term Loan A. Interest on Term Loan B is payable at SOFR plus an interest rate spread of 21.0075 percent with a SOFR floor of 0.50 percent (65.5767 percent at November 3029, ~~2024~~2025). Term Loan B matures on February 15, 2030. At November 3029, ~~2024~~2025, a balance of $~~989~~979.01 million was outstanding on Term Loan B. On January 12, 2023, we entered into an interest rate swap agreement (amended on February 28, 2023) to convert $400,000 of our variable rate 1-month SOFR debt to a fixed rate of 3.7260. On March 16, 2023, we entered into interest rate swap agreements to convert $300,000 of our 1-month SOFR rate debt to a fixed rate of 3.7210 percent and to convert $100,000 of our 1-month SOFR rate debt to a fixed rate of 3.8990 percent.

Long-term debt also consists of 10-year unsecured public notes (“10-year Public Notes”) with an aggregate principal amount of $300.0 million due February 15, 2027 with a fixed coupon of 4.00 percent and 8-year unsecured public notes (“8-year Public Notes”) with an aggregate principal amount of $300.0 million due October 15, 2028 with a fixed coupon of 4.25 percent. We currently have no intention to prepay the Public Notes. On February 12, 2021, we entered into an interest rate swap agreement to convert our 8-year Public Notes to a variable interest rate of 1-month LIBOR plus 3.28 percent. See Note 12 to the Consolidated Financial Statements for further discussion of this interest rate swap.

Interest payable on our long-term debt totaled $14.75 million as of November 3029, ~~2024~~2025.

Revolving Credit Facility

We have a revolving credit agreement with a consortium of financial institutions at November 3029, ~~2024~~2025. This revolving credit agreement creates a secured multi-currency revolving credit facility that we can draw upon to repay existing indebtedness, finance working capital needs, finance acquisitions and for general corporate purposes up to a maximum of $700.0 million. Interest on the revolving credit facility is payable at SOFR plus an adjustment of 0.10 percent and an interest rate spread of 1.50 percent (65.1752 percent at November 3029, ~~2024~~2025). A facility fee of 20 basis points of the unused commitment under the revolving credit facility is payable quarterly. The interest rate spread and the facility fee are based on a secured leverage grid. At November 3029, ~~2024~~2025, there was no$36.0 ~~balance~~million outstanding on the Revolving Credit Facility. The Revolving Credit Facility matures on February 15, 2028.

We are subject to mandatory prepayments in the first quarter of each fiscal year equal to 50 percent of Excess Cash Flow, as defined in our debt agreement, of the prior fiscal year less any voluntary prepayments made during that fiscal year. The Excess Cash Flow Percentage shall be reduced to 25 percent when our Secured Leverage Ratio is below 4.25:1.00 and to 0 percent when our Secured Leverage Ratio is below 3.75:1.00.

For further information related to debt outstanding and debt capacity, see Note 7 to the Consolidated Financial Statements.

Goodwill and Other Intangible Assets

As of November 3029, ~~2024~~2025, goodwill totaled $1,~~532~~680.21 million (3132.14 percent of total assets) and other intangible assets, net of accumulated amortization, totaled $~~770~~805.29 million (15.65 percent of total assets).

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The components of goodwill and other identifiable intangible assets, net of amortization, by segment are as follows:

	2024
	2025
	~~Hygiene, Health~~	Hygiene, Health				Building
	and Consumable		Engineering		~~Construction~~Adhesive
($ in millions)	Adhesives		Adhesives		~~Adhesives~~Solutions		Total
Goodwill	$	~~399~~517.58	$	~~726~~610.71	$	~~406~~552.02	$	1,~~532~~680.21
Purchased technology and patents		37124.58		3829.14		1420.06		89174.68
Customer relationships		~~111~~108.24		~~309~~248.80		~~217~~227.8		~~638~~584.82
Tradenames		921.20		1916.75		9.54		3846.49
Other finite-lived intangible assets		1.0		-		2.0		3.0
Indefinite-lived intangible assets		-		0.5		-		0.5

	2023
	Hygiene, Health
	and Consumable		Engineering		Construction
($ in millions)	Adhesives		Adhesives		Adhesives		Total
Goodwill	$	402.6	$	651.1	$	432.8	$	1,486.5
Purchased technology and patents		41.7		28.9		14.5		85.1
Customer relationships		126.8		226.9		250.6		604.3
Tradenames		11.6		13.6		10.2		35.4
Other finite-lived intangible assets		1.5		-		2.4		3.9
Indefinite-lived intangible assets		-		0.5		-		0.5

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	2024

		Hygiene, Health				Building
	and Consumable		Engineering		Adhesive
($ in millions)	Adhesives		Adhesives		Solutions		Total
Goodwill	$	399.5	$	581.3	$	551.4	$	1,532.2
Purchased technology and patents		38.5		32.2		21.8		92.5
Customer relationships		111.2		268.8		258.8		638.8
Tradenames		9.2		18.1		11.1		38.4
Indefinite-lived intangible assets		-		0.2		0.3		0.5

Selected Metrics of Liquidity and Capital Resources

Key metrics we monitor are net working capital as a percent of annualized net revenue, trade receivables days sales outstanding (DSO), inventory days on hand, free cash flow and debt capitalization ratio.

	November 30,			December 2,
	November 29,			November 30,
	2024			2023
	2025			2024
Net working capital as a percentage of annualized net revenue1		1415.58	%		1614.15	%
Trade receivables DSO (in days)2		5557			5855
Inventory days on hand (in days)3		6773			67
Trade accounts payable DPO (in days)4		6870			6468
Free cash flow 5	$	~~163~~121.2		$	~~259~~163.32
Debt capitalization ratio6		50.82	%		5150.18	%

1 Net working capital (trade receivables, net of allowance for doubtful accounts plus inventory minus trade payables) divided by annualized net revenue ~~(current quarter, multiplied by 4)~~.

2 Trade receivables net of allowance for doubtful accounts multiplied by 91 (13 weeks) and divided by the net revenue ~~for the quarter~~.

3 Total inventory multiplied by 91 (13 weeks) and divided by cost of sales (excluding delivery costs) ~~for the quarter~~.

4 Trade accounts payable multiplied by 91 (13 weeks) and divided by ~~the~~cost ~~net~~of ~~revenue for the quarter~~sales.

5 Net cash provided by operating activities less purchased property, plant and equipment. See "Non GAAP Measures" for reconciliation toof net cash provided by operating activities to free cash flow.

⁶ Total debt divided by total debt plus total stockholders’ equity.

Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less purchased property, plant and equipment. Free cash flow is an integral financial measure used by the Company to assess its ability to generate cash in excess of its operating needs, therefore, the Company believes this financial measure provides useful information to investors. ~~The~~For ~~following table reflects the manner in which free cash flow is determined and provides~~ a reconciliation of ~~free cash flow to~~ net cash provided by operating activities, ~~the~~to ~~most~~free ~~directly~~cash ~~comparable~~flow ~~financial~~see ~~measure~~“Non-GAAP ~~calculated~~Measures” ~~and reported in accordance with U~~below.~~S. GAAP.~~

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Reconciliation of “Net cash provided by operating activities” to "Free cash flow"

($ in millions)	2024		2023
Net cash provided by operating activities	$	302.4	$	378.4
Less: Purchased property, plant and equipment		139.2		119.1
Free cash flow	$	163.2	$	259.3

Summary of Cash Flows

Cash Flows from Operating Activities

($ in millions)		~~2024~~2025				~~2023~~2024
Net cash provided by operating activities		$	~~302~~263.45			$	~~378~~302.4

Net income including non-controlling interest was $~~130~~152.41 million in ~~2024~~2025 and $~~145~~130.04 million in ~~2023~~2024. Depreciation and amortization expense totaled $~~174~~178.73 million in ~~2024~~2025 compared to $~~159~~174.87 million in ~~2023~~2024. The higher depreciation and amortization expense in ~~2024~~2025 is related to the assets acquired in our business acquisitions.

Changes in net working capital (trade receivables, inventory and trade payables) accounted for a ~~source~~use of cash of $2951.69 million compared to a ~~use~~ source of cash of $~~103~~28.2 6 million in ~~2024~~2025 and ~~2023~~2024, respectively. Following is an assessment of each of the net working capital components:

● Trade Receivables, net – Changes in trade receivables resulted in a $103.74 million use of cash in 2025 and a $6810.7 million source of cash in 2024. ~~and~~The ~~2023,~~use ~~respectively.~~of ~~The~~cash ~~lower~~in 2025 compared to source of cash in 2024 ~~compared~~was due to ~~2023~~less ~~was~~cash ~~related~~collected toon ~~lower~~trade ~~collections~~receivables in the current year compared to the prior year. The DSO was 5557 days at November 3029, ~~2024~~2025 and 5855 days at ~~December~~November 230, ~~2023~~2024.

● Inventory – Changes in inventory resulted in a $3010.13 million ~~use~~and ~~of cash in 2024 compared to~~ a $7230.61 ~~million~~use ~~source~~ of cash in ~~2023~~2025 and 2024, respectively. The lower use of cash in ~~2024~~2025, compared to ~~the~~2024 ~~source~~was ~~of cash in 2023 is~~ due to higher inventory purchases at higher prices in 2024 compared to the ~~prior~~current year. Inventory days on hand were 6773 days at November 3029, ~~2024~~2025 and ~~December~~67 2days on hand at November 30, ~~2023~~2024.

● Trade Payables – Changes in trade payables resulted in a $4738.92 million ~~source~~use of cash in ~~2024~~2025 compared to a $5747.89 million ~~use~~source of cash in ~~2023~~2024. The ~~source~~use of cash in ~~2024~~2025 compared to the ~~use~~source of cash in ~~2023~~2024 reflects ~~lower~~higher payments on trade payables in the current year compared to the prior year. The DPO was 6870 days at November 3029, ~~2024~~2025 and 6468 days at ~~December~~November 230, ~~2023~~2024.

Contributions to our pension and other postretirement benefit plans were $2.9 million and $4.3 million in 2024 and 2023, respectively. Income taxes payable resulted in a $23.1 million use of cash and a $41.2 million source of cash in 2024 and 2023, respectively. Other assets resulted in a $17.5 million and a $7.9 million use of cash in 2024 and 2023, respectively. The higher use of cash in 2024 compared to 2023 is primarily driven by a higher increase in pension and post-retirement assets related to the year-end pension valuation compared to the prior year. Accrued compensation was a $12.7 million source of cash and a $13.8 million use of cash in 2024 and 2023, respectively, relating to higher accruals for our employee incentive plans in 2024. Other liabilities resulted in a $31.3 million use of cash and a $22.9 million source of cash in 2024 and 2023, respectively. The use of cash in 2024 compared to source of cash in 2023 was due to a decrease in hedging liabilities from interest rate swap activity in 2024 compared to an increase the prior year. In 2024, we also recorded a $47.3 million loss on the impairment of assets held for sale. Non-cash foreign currency remeasurement was a positive $9.7 million in 2024 compared to a negative $28.0 million in 2023. 24

Cash Flows used in Investing Activities

($ in millions)		2024				2023
Net cash used in investing activities		$	(407.1	)		$	(319.2	)

Purchases of property, plant and equipment were $139.2 million in 2024 compared to $119.1 million in 2023. The higher purchases in 2024 reflect the timing of capital projects and expenditures related to growth initiatives. Proceeds from the sale of property, plant and equipment were $1.2 million in 2024 compared to $5.0 million in 2023. We paid cash, net of cash acquired, of $273.9 million and $205.1 million for purchased businesses in 2024 and 2023, respectively. We received cash of $4.9 million in proceeds from insurance recoveries related to property, plant and equipment.

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Contributions to our pension and other postretirement benefit plans were $3.3 million and $2.9 million in 2025 and 2024, respectively. Income taxes payable resulted in a $6.1 million and a $23.1 million use of cash in 2025 and 2024, respectively. Other assets resulted in a $28.7 million and a $17.5 million use of cash in 2025 and 2024, respectively. The higher use of cash in 2025 compared to 2024 is primarily driven by short-term investments and other taxes partially offset by a decrease in other long-term prepaid assets in 2025 compared to 2024. Other accrued expenses resulted in a $35.3 million and $6.0 million source of cash in 2025 and 2024, respectively. The large source of cash in 2025 compared to 2024 is primarily due to a liability for a loss contingency associated with ongoing litigation. Accrued compensation resulted in a $4.9 million and a $12.7 million source of cash in 2025 and 2024, respectively, relating to lower overall compensation accruals at the end of 2025 compared to 2024. Other liabilities resulted in a $34.9 million source of cash and a $30.3 million use of cash in 2025 and 2024, respectively. The source of cash in 2025 compared to use of cash in 2024 was due to an increase in hedging liabilities from interest rate swap activity of $55.3 million in 2025 compared to a decrease of $6.2 million in the prior year. In 2024, we also recorded a $47.3 million loss on the impairment of assets held for sale.

Cash Flows used in Investing Activities

($ in millions)		2025				2024
Net cash used in investing activities		$	(232.2	)		$	(407.1	)

Purchases of property, plant and equipment were $142.3 million in 2025 compared to $139.2 million in 2024. The higher purchases in 2025 reflect the timing of capital projects and expenditures related to growth initiatives. We paid cash, net of cash acquired, of $167.0 million and $273.9 million for purchased businesses in 2025 and 2024, respectively. We received cash of $75.7 million in proceeds from the sale of a business in 2025. Proceeds from the sale of property, plant and equipment were $5.0 million in 2025 compared to $1.2 million in 2024. We received cash of $4.9 million in proceeds from insurance recoveries related to property, plant and equipment in 2024.

Cash Flows from Financing Activities

($ in millions)		~~2024~~2025				~~2023~~2024
Net cash provided by financing activities		$	~~112~~(107.19	)		$	35112.1

In ~~2024~~2025, we received $1,~~932~~300.93 million in proceeds and repaid $1,~~764~~305.9 4 million of long-term debt including borrowings and repayments on our revolving credit facility and in ~~2023~~2024, we received $21,~~233~~932.39 million in proceeds and repaid $21,~~126~~764.5 9 million of long-term debt. See Note 7 to the Consolidated Financial Statements for further discussion of debt borrowings and repayments. Debt issuance costs of $31.50 million were paid in ~~2024~~2025 compared to $103.25 million paid in ~~2023~~2024. Cash paid for dividends were $4750.6 3 million and $4347.46 million in ~~2024~~2025 and ~~2023~~2024, respectively. Cash generated from the exercise of stock options was $~~35.~~9.8 million and $1435.6 9 million in ~~2024~~2025 and ~~2023~~2024, respectively. Indirect repurchases of common stock through a net-settlement feature related to statutory minimum tax withholding upon vesting of restricted stock were $73.8 million in ~~2024~~2025 compared to $27.68 million in ~~2023~~2024. We had $3156.89 million of repurchases of stock from our share repurchase program in ~~2024~~2025 and ~~there~~$31.8 million ~~were~~of repurchases noof ~~repurchases~~common stock from our share repurchase program in ~~2023~~2024.

We expect ~~2025~~2026 capital expenditures to be approximately $160.0 million.

Non-GAAP Measures

We use both GAAP and non-GAAP financial measures for operational and financial decision making, and to assess Company and segment business performance. Our non-GAAP measures include Adjusted EBITDA and Free Cash Flow. Our calculation of these non-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related U.S. GAAP measures.

These non-GAAP measures allow management and investors to view operating trends, perform analytical comparisons and benchmark performance between periods and among geographic regions to understand operating performance without regard to items we do not consider a component of our core operating performance. Furthermore, these non-GAAP measures allow investors the opportunity to measure and monitor our performance against our externally communicated targets and evaluate the investment decisions being made by management to improve Adjusted EBITDA. Management uses these measures in its financial, investment and operational decision-making processes, for internal reporting and as part of its forecasting and budgeting processes. Further, our Board of Directors uses certain of these and other measures as key metrics to determine management performance under our performance-based compensation plans. For these reasons, we believe these non-GAAP measures are useful for our investors.

Adjusted EBITDA is presented net of noncontrolling interests and is used by management and can be used by investors to review our consolidated operating results because it excludes depreciation, amortization, interest income, interest expense and income taxes as well as certain additional adjustments that are not considered part of our core operations. Examples of adjustments to EBITDA include, but are not limited to, costs for acquisition projects, organizational realignment, Project One, business divestitures, discrete taxes, and the income tax effect on these adjustments. For Adjusted EBITDA, once we have made an adjustment in the current period for an item, we will also adjust the related non-GAAP measure in future periods in which there is an impact from the item. The following table reflects the manner in which Adjusted EBITDA is determined and provides a reconciliation of Adjusted EBITDA to Net income attributable to H.B. Fuller, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP.

Reconciliation of Net income attributable to H.B. Fuller to Adjusted EBITDA

	Year Ended
	November 29,			November 30,			December 2,
	2025			2024			2023

Net income attributable to H.B. Fuller	$	151,967			130,256			144,906

Adjustments:
Acquisition project costs		15,412			11,035			16,874
Organizational realignment		31,424			39,996			29,900
Project One		10,237			11,885			9,815
Business divestiture		-			47,267			-
Other¹		39,155			(1,981	)		(611	)
Discrete tax items		7,467			(5,469	)		26,085
Income tax effect on adjustments		(21,054	)		(15,811	)		(10,604	)
Adjusted net income attributable to H.B. Fuller		234,608			217,178			216,365

Add:
Interest expense²		132,431			133,122			131,913
Interest income		(4,820	)		(4,679	)		(3,943	)
Income taxes		80,717			77,661			78,047
Depreciation and amortization expense³		177,724			170,573			158,456
Adjusted EBITDA		620,660			593,855			580,838

¹Other includes losses associated with ongoing litigation and product claims related to a divested business and costs associated with the exit of a product line for the year ended November 29, 2025.

²Interest expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.

³ Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.

Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less purchased property, plant and equipment. Free cash flow is an integral financial measure used by the Company to assess its ability to generate cash in excess of its operating needs, therefore, the Company believes this financial measure provides useful information to investors. The following table reflects the manner in which free cash flow is determined and provides a reconciliation of free cash flow to net cash provided by operating activities, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP.

Reconciliation of Net cash provided by operating activities to Free cash flow

($ in millions)	2025		2024
Net cash provided by operating activities	$	263.5	$	302.4
Less: Purchased property, plant and equipment		142.3		139.2
Free cash flow	$	121.2	$	163.2

Forward-Looking Statements and Risk Factors

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words like "plan," "expect," "aim," "believe," "project," "anticipate," "intend," "estimate," "will," "should," "could" (including the negative or variations thereof) and other expressions that indicate future events and trends. These plans and expectations are based upon certain underlying assumptions, including those mentioned with the specific statements. Such assumptions are in turn based upon internal estimates and analyses of current market conditions and trends, our plans and strategies, economic conditions and other factors. These plans and expectations and the assumptions underlying them are necessarily subject to risks and uncertainties inherent in projecting future conditions and results. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions and expectations proves to be inaccurate or is unrealized. In addition to the factors described in this report, Item 1A. Risk Factors identifies some of the important factors that could cause our actual results to differ materially from those in any such forward-looking statements. In order to comply with the terms of the safe harbor, we have identified these important factors which could affect our financial performance and could cause our actual results for future periods to differ materially from the anticipated results or other expectations expressed in the forward-looking statements. These factors should be considered, together with any similar risk factors or other cautionary language that may be made elsewhere in this Annual Report on Form 10-K.

The list of important factors in Item 1A. Risk Factors does not necessarily present the risk factors in order of importance. This disclosure, including that under Forward-Looking Statements and Risk Factors, and other forward-looking statements and related disclosures made by us in this report and elsewhere from time to time, represents our best judgment as of the date the information is given. We do not undertake responsibility for updating any of such information, whether as a result of new information, future events, or otherwise, except as required by law. Investors are advised, however, to consult any further public company disclosures (such as in filings with the SEC or in our press releases) on related subjects.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Market Risk

We are exposed to various market risks, including changes in interest rates, foreign currency rates and prices of raw materials. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates.

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Our financial performance may be negatively affected by unfavorable economic conditions. Recessionary economic conditions may have an adverse impact on our sales volumes, pricing levels and profitability. As domestic and international economic conditions change, trends in discretionary consumer spending also become unpredictable and subject to reductions due to uncertainties about the future. A general reduction in consumer discretionary spending due to a recession in the domestic and international economies, or uncertainties regarding future economic prospects, could have a material adverse effect on our results of operations.

Interest Rate Risk

Exposure to changes in interest rates results primarily from borrowing activities used to fund operations. Committed floating rate credit facilities are used to fund a portion of operations. We believe that probable near-term changes in interest rates would not materially affect our financial condition, results of operations or cash flows. The annual impact on interest expense of a one-percentage point interest rate change on the outstanding balance of our variable rate debt, net of interest rate swap derivatives as of November 3029, ~~2024~~2025, would have resulted in a change in net income of approximately $6.06 million or $0.1112 per diluted share.

Foreign Exchange Risk

As a result of being a global enterprise, there is exposure to market risks from changes in foreign currency exchange rates. Our operating results, financial condition and net investment in foreign subsidiaries are subject to both currency translation and currency transaction risk. Approximately 5556 percent of net revenue was generated outside of the United States in ~~2024~~2025. Principal foreign currency exposures relate to the Euro, ~~Chinese~~ ~~renminbi~~Turkish lira, ~~British~~Egyptian pound ~~sterling~~, ~~Egyptian~~Brazilian ~~pound~~real, ~~Turkish~~ ~~lira~~Mexican peso, ~~Brazilian~~Chinese ~~real~~renminbi, ~~Canadian~~British ~~dollar~~pound sterling, Indian Rupee, Australian dollar and ~~Mexican~~Canadian ~~peso~~dollar.

We enter into cross -border transactions through importing and exporting goods to and from different countries and locations. These transactions generate foreign exchange risk as they create assets, liabilities and cash flows in currencies other than their functional currency. This also applies to services provided and other cross -border agreements among subsidiaries. Our objective is to balance, where possible, non-functional currency denominated assets to non-functional currency denominated liabilities to have a natural hedge and minimize foreign exchange impacts.

In the event a natural hedge is not available, we take steps to minimize risks from foreign currency exchange rate fluctuations through normal operating and financing activities and, when deemed appropriate, through the use of derivative instruments. We do not enter into any speculative positions with regard to derivative instruments.

Based on ~~2024~~2025 financial results, a hypothetical one percent change in our cost of sales due to foreign currency rate changes would have resulted in a change in net income attributable to H.B. Fuller of approximately $89.41 million or $0.1517 per diluted share. Based on ~~2024~~2025 financial results and foreign currency balance sheet positions as of November 3029, ~~2024~~2025, a hypothetical overall 10 percent change in the U.S. dollar would have resulted in a change in net income of approximately $1518.70 million or $0.2832 per diluted share.

Raw Materials

The principal raw materials used to manufacture products include resins, polymers, synthetic rubbers, vinyl acetate monomer and plasticizers. We generally avoid sole source supplier arrangements for raw materials. While alternate supplies of most key raw materials are available, unplanned supplier production outages may lead to strained supply-demand situations for several key raw materials such as ethylene and propylene, several polymers and other petroleum derivatives such as waxes.

The purchase of raw materials is our largest expenditure. Our objective is to purchase raw materials that meet both our quality standards and production needs at the lowest total cost. Most raw materials are purchased on the open market or under contracts that limit the frequency but not the magnitude of price increases. In some cases, however, the risk of raw material price changes is managed by strategic sourcing agreements which limit price increases to increases in supplier feedstock costs, while requiring decreases as feedstock costs decline. The leverage of having substitute raw materials approved for use wherever possible is used to minimize the impact of possible price increases. Based on ~~2024~~2025 financial results, a hypothetical one percent change in our raw material costs would have resulted in a change in net income of approximately $12.06 million or $0.2123 per diluted share.

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Recently Issued Accounting Pronouncements

See Note 1 to the Consolidated Financial Statements for information concerning new accounting standards and the impact of the implementation of these standards on our financial statements.

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of H.B. Fuller Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of H.B. Fuller Company and subsidiaries (the Company) as of November 3029, ~~2024~~2025 and ~~December~~November 230, ~~2023~~2024, the related consolidated statements of income, comprehensive income ~~(loss)~~, total equity and cash flows for each of the three years in the period ended November 3029, ~~2024~~2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at November 3029, ~~2024~~2025 and ~~December~~November 230, ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended November 3029, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of November 3029, ~~2024~~2025, based on criteria established in Internal Control-—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated January 2322, ~~2025,~~2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

39 Valuation of Goodwill for the Building Adhesive Solutions reporting unit

Table of Contents

Valuation of Goodwill for the Construction Adhesives reporting unit

Description of the Matter

At November 3029, ~~2024~~2025, the Company had goodwill of approximately $~~406~~552 million related to the ~~Construction~~Building Adhesive Solutions reporting unit. As discussed in the notes to the consolidated financial statements, the Company performs goodwill impairment testing on an annual basis as of the beginning of the fourth quarter, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

Auditing management’s annual goodwill impairment test for the ~~Construction~~Building ~~Adhesives~~Adhesive Solutions reporting unit was complex and judgmental due to the significant estimation required in determining the fair value of the reporting unit. In particular, the Company estimates fair value using the income approach which is sensitive to certain assumptions, such as ~~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 which are affected by management’s business plans and expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's annual goodwill impairment review process, including controls over management’s review of the significant assumptions described above.

To test the estimated fair value of the ~~Construction~~Building Adhesive Solutions reporting unit, we performed audit procedures that included, among others, assessing the valuation methodology used by management and testing the significant assumptions discussed above, as well as the underlying data used by the Company in its analysis. For example, we compared the significant assumptions used by management in the prospective financial information to current industry trends as well as other relevant factors. We assessed the reasonableness of the forecasted future ~~revenue growth rate and~~ EBITDA margins ~~rates~~rate by comparing the forecasts to historical results and previous assumptions. We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. We involved our valuation specialists to assist in our evaluation of the valuation models, methodologies and significant assumptions used by the Company, specifically the weighted average cost of capital.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2019.

Minneapolis, Minnesota

January 2322, ~~2025~~2026

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of H.B. Fuller Company

Opinion on Internal Control Over Financial Reporting

We have audited H.B. Fuller Company and subsidiaries’ internal control over financial reporting as of November 3029, ~~2024~~2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, H.B. Fuller Company and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of November 3029, ~~2024~~2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of November 3029, ~~2024~~2025 and ~~December~~November 230, ~~2023~~2024, the related consolidated statements of income, comprehensive income ~~(loss)~~, total equity and cash flows for each of the three years in the period ended November 3029, ~~2024~~2025, and the related notes, and our report dated January 2322, ~~2025~~2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

January 2322, ~~2025~~2026

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CONSOLIDATED STATEMENTS OF INCOME

H.B. Fuller Company and Subsidiaries

(In thousands, except per share amounts)

	Fiscal Years
	November 30,			December 2,			December 3,
	November 29,			November 30,			December 2,
	2024			2023			2022
	2025			2024			2023
Net revenue	$	3,~~568~~473,~~736~~589		$	3,~~510~~568,~~934~~736		$	3,~~749~~510,~~183~~934
Cost of sales		(2,~~506~~392,~~859~~934	)		(2,~~502~~506,~~037~~859	)		(2,~~785~~502,~~484~~037	)
Gross profit		1,~~061~~080,~~877~~655			1,~~008~~061,~~897~~877			~~963~~1,~~699~~008,897
Selling, general and administrative expenses		(~~713~~725,~~657~~585	)		(~~653~~713,~~760~~657	)		(~~640~~653,~~981~~760	)
Other (expense) income, net		(3711,~~115~~126	)		9(37,~~682~~115	)		129,~~952~~682
Interest expense		(133,~~124~~346	)		(~~134~~133,~~602~~124	)		(91134,~~521~~602	)
Interest income		4,~~682~~820			34,~~943~~682			73,~~779~~943
Income before income taxes and income from equity method investments		~~182~~215,~~663~~418			~~234~~182,~~160~~663			~~251~~234,~~928~~160
Income tax expense		(5667,~~381~~129	)		(9356,~~529~~381	)		(7793,~~186~~529	)
Income from equity method investments		43,~~113~~784			4,~~357~~113			54,~~665~~357
Net income including non-controlling interest		~~130~~152,~~395~~073			~~144~~130,~~988~~395			~~180~~144,~~407~~988
Net income attributable to non-controlling interest		(139	)		(82	)		(94	)
Net expense attributable to non-controlling interest		(106	)		(139	)		(82	)
Net income attributable to H.B. Fuller	$	~~130~~151,~~256~~967		$	~~144~~130,~~906~~256		$	~~180~~144,~~313~~906
Earnings per share attributable to H.B. Fuller common stockholders:
Basic	$	2.3778		$	2.6737		$	32.3767
Diluted	$	2.3075		$	2.5930		$	32.2659
Weighted-average common shares outstanding:
Basic		54,~~932~~602			54,~~332~~932			5354,~~580~~332
Diluted		5655,~~629~~355			5556,~~958~~629			55,~~269~~958

See accompanying Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~

H.B. Fuller Company and Subsidiaries

(In thousands)

	Fiscal Years
	November 30,			December 2,			December 3,
	November 29,			November 30,			December 2,
	2024			2023			2022
	2025			2024			2023
Net income including non-controlling interest	$	~~130~~152,~~395~~073		$	~~144~~130,~~988~~395		$	~~180~~144,~~407~~988
Other comprehensive (loss) income
Other comprehensive income (loss)
Foreign currency translation		~~(74~~130,~~764~~415	)		17(74,~~322~~764	)		~~(131~~17,~~806~~322	)
Defined benefit pension plans adjustment, net of tax		3821,~~438~~867			~~792~~38,438			~~(15,063~~792	)
Interest rate swaps, net of tax		(117,~~216~~122	)		4(11,~~472~~216	)		94,~~924~~472
Cash-flow hedges, net of tax		-			-			(3,483	)
Net investment hedges, net of tax		(48,129	)		17,369			(14,107	)
Net investment hedges, net of tax		17,369			(14,107	)		(40,743	)
Other comprehensive income (loss)		97,031			(30,173	)		8,479
Other comprehensive (loss) income		(30,173	)		8,479			(181,171	)
Comprehensive income		249,104			100,222			153,467
Comprehensive income (loss)		100,222			153,467			(764	)
Less: Comprehensive (loss) income attributable to non-controlling interest		(1,213	)		481			84
Less: Comprehensive income attributable to non-controlling interest		481			84			33
Comprehensive income attributable to H.B. Fuller	$	250,317		$	99,741		$	153,383
Comprehensive income (loss) attributable to H.B. Fuller	$	99,741		$	153,383		$	(797	)

See accompanying Notes to Consolidated Financial Statements.

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CONSOLIDATED BALANCE SHEETS

H.B. Fuller Company and Subsidiaries

(In thousands, except share and per share amounts)

	November 30,			December 2,
	November 29,			November 30,
	2024			2023
	2025			2024
Assets
Current assets:
Cash and cash equivalents	$	~~169~~107,~~352~~213		$	~~179~~169,~~453~~352
Trade receivables, net		~~558~~564,~~336~~339			~~577~~558,~~932~~336
Inventories		~~467~~471,~~498~~963			~~442~~467,~~040~~498
Other current assets		~~104~~119,~~019~~750			~~112~~104,~~678~~019
Total current assets		1,~~299~~263,~~205~~265			1,~~312~~299,~~103~~205
Property, plant and equipment, net		~~881~~935,~~927~~261			~~824~~881,~~655~~927
Goodwill		1,~~532~~680,~~221~~059			1,~~486~~532,~~512~~221
Other intangibles, net		~~770~~805,~~226~~867			~~729~~770,~~140~~226
Other assets		~~449~~498,~~665~~254			~~371~~449,~~165~~665
Total assets	$	45,~~933~~182,~~244~~706		$	4,~~723~~933,~~575~~244
Liabilities, non-controlling interest and total equity
Current liabilities:
Notes payable	$	~~587~~-		$	~~1,841~~587
Trade payables		~~491~~470,~~435~~132			~~439~~491,~~700~~435
Accrued compensation		~~106~~114,~~005~~302			95106,~~680~~005
Income taxes payable		2425,~~225~~018			4724,~~688~~225
Other accrued expenses		97133,~~038~~907			~~107~~97,~~902~~038
Total current liabilities		~~719~~743,~~290~~359			~~692~~719,~~811~~290
Long-term debt, net of current maturities		2,~~010~~016,~~052~~937			12,~~836~~010,~~590~~052
Accrued pension liabilities		51,~~755~~317			5051,~~189~~755
Other liabilities		~~322~~367,~~299~~899			~~388~~322,~~072~~299
Total liabilities		3,~~103~~179,~~396~~512			23,~~967~~103,~~662~~396
Commitments and contingencies (Note 14)
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 – 54,657,103 and 54,092,987 for 2024 and 2023, respectively		54,657			54,093
Common stock, par value $1.00 per share, Shares authorized – 160,000,000, Shares outstanding – 54,174,963 and 54,657,103 for 2025 and 2024, respectively		54,175			54,657
Additional paid-in capital		~~322~~298,~~636~~017			~~301~~322,~~485~~636
Retained earnings		12,~~924~~026,~~761~~071			1,~~842~~924,~~507~~761
Accumulated other comprehensive loss		(~~473~~375,~~395~~045	)		(~~442~~473,~~880~~395	)
Total H.B. Fuller stockholders' equity		12,~~828~~003,~~659~~218			1,~~755~~828,~~205~~659
Non-controlling interest		~~1,189~~(24	)		~~708~~1,189
Total equity		12,~~829~~003,~~848~~194			1,~~755~~829,~~913~~848
Total liabilities, non-controlling interest and total equity	$	45,~~933~~182,~~244~~706		$	4,~~723~~933,~~575~~244

See accompanying Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF TOTAL EQUITY

H.B. Fuller Company and Subsidiaries

(In thousands)

	H.B. Fuller Company Shareholders
										Accumulated
				Additional						Other			Non-
	Common			Paid-in			Retained			Comprehensive			Controlling
	Stock			Capital			Earnings			~~Income~~ (Loss) Income			Interest			Total
Balance at November 27, 2021		52,778			213,637		$	1,600,601		$	(270,247	)	$	591		$	1,597,360
Comprehensive loss		-			-			180,313			(181,110	)		33			(764	)
Dividends		-			-			(39,555	)		-			-			(39,555	)
Stock option exercises		658			29,464			-			-			-			30,122
Share-based compensation plans other, net		296			27,284			-			-			-			27,580
Repurchases of common stock		(55	)		(3,894	)		-			-			-			(3,949	)
Balance at December 3, 2022	$	53,677		$	266,491		$	1,741,359		$	(451,357	)	$	624		$	1,610,794
Comprehensive income		-			-			144,906			8,477			84			153,467
Dividends		-			-			(43,758	)		-			-			(43,758	)
Stock option exercises		314			14,304			-			-			-			14,618
Share-based compensation plans other, net		140			23,219			-			-			-			23,359
Repurchases of common stock		(38	)		(2,529	)		-			-			-			(2,567	)
Balance at December 2, 2023	$	54,093		$	301,485		$	1,842,507		$	(442,880	)	$	708		$	1,755,913
Comprehensive income		-			-			130,256			(30,515	)		481			100,222
Comprehensive income (loss)		-			-			130,256			(30,515	)		481			100,222
Dividends		-			-			(48,002	)		-			-			(48,002	)
Stock option exercises		747			35,180			-			-			-			35,927
Share-based compensation plans other, net		325			25,020			-			-			-			25,345
Repurchases of common stock		(508	)		(39,049	)		-			-			-			(39,557	)
Balance at November 30, 2024	$	54,657		$	322,636		$	1,924,761		$	(473,395	)	$	1,189		$	1,829,848
Comprehensive income (loss)		-			-			151,967			98,350			(1,213	)		249,104
Dividends		-			-			(50,657	)		-			-			(50,657	)
Stock option exercises		276			9,572			-			-			-			9,848
Share-based compensation plans other, net		277			25,487			-			-			-			25,764
Repurchases of common stock		(1,035	)		(59,678	)		-			-			-			(60,713	)
Balance at November 29, 2025	$	54,175		$	298,017		$	2,026,071		$	(375,045	)	$	(24	)	$	2,003,194

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CONSOLIDATED STATEMENTS of CASH FLOWS

H.B. Fuller Company and Subsidiaries

(In thousands)

	Fiscal Years
	November 30,			December 2,			December 3,
	November 29,			November 30,			December 2,
	2024			2023			2022
	2025			2024			2023
Cash flows from operating activities:
Net income including non-controlling interest	$	~~130~~152,~~395~~073		$	~~144~~130,~~988~~395		$	~~180~~144,~~407~~988
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:
Depreciation		91,~~054~~774			8091,~~327~~054			7280,~~593~~327
Amortization		8386,~~656~~546			7983,~~514~~656			7479,~~383~~514
Deferred income taxes		(3650,~~186~~094	)		(2536,~~114~~186	)		(1525,~~230~~114	)
(Income) loss from equity method investments, net of dividends received		(~~537~~13	)		~~1,259~~(537	)		(91,259	)
Foreign currency remeasurement		9,724			(28,011	)		6,213
(Gain) loss on disposal of assets		(3,702	)		(501	)		59
Loss on impairment of assets held for sale		47,267			-			-
Share-based compensation		22,055			21,914			19,911
Loss on impairment of equity investment		1,966			-			-
Loss on the sale of a business		2,327			-			-
Gain from insurance proceeds		(4,871	)		-			-
Loss on impairment of intangible asset		924			-			-
(Gain) loss on disposal of assets		(501	)		59			(1,195	)
Pension and other postretirement benefit plan contributions		(3,267	)		(2,909	)		(4,346	)
Share-based compensation		21,914			19,911			24,368
Pension and other postretirement benefit plan benefit		(21,240	)		(14,444	)		(18,591	)
Pension and other postretirement benefit plan contributions		(2,909	)		(4,346	)		(3,009	)
Loss on impairment of assets held for sale		-			47,267			-
Pension and other postretirement benefit plan income		(14,444	)		(18,591	)		(24,021	)
Loss on impairment of equity investment		-			1,966			-
Debt issuance cost write-off		-			2,689			-
Gain from insurance proceeds		-			(4,871	)		-
(Gain) loss on fair value adjustment on contingent consideration liabilities		(500	)		2,893			-
Debt issuance cost write-off		-			-			2,689
(Gain) loss on fair value adjustment on contingent consideration liabilities		-			(500	)		2,893
Change in assets and liabilities, net of effects of acquisitions:
Trade receivables, net		10(3,~~749~~435	)		6810,~~721~~749			~~(24~~68,~~753~~721	)
Inventories		(3010,~~099~~318	)		72(30,~~576~~099	)		~~(55~~72,~~772~~576	)
Other assets		(1728,~~465~~709	)		(717,~~927~~465	)		46(7,~~499~~927	)
Trade payables		47(38,~~915~~164	)		~~(57~~47,~~752~~915	)		(2257,~~629~~752	)
Accrued compensation		124,~~653~~906			~~(13~~12,~~836~~653	)		1(13,~~135~~836	)
Other accrued expenses		635,~~008~~534			(36,~~070~~008	)		6(3,~~303~~070	)
Income taxes payable		(236,090	)		41(23,~~190~~090	)		~~(12~~41,~~873~~190	)
Other liabilities		~~(30~~34,~~262~~877	)		22(30,~~918~~262	)		422,~~104~~918
Net cash provided by operating activities		302,437			378,398			256,514
Foreign currency remeasurement		(2,491	)		9,724			(28,011	)
Net cash provided by operating activities		263,493			302,437			378,398
Cash flows from investing activities:
Purchased property, plant and equipment		(~~139~~142,~~238~~275	)		(~~119~~139,~~137~~238	)		(~~129~~119,~~964~~137	)
Purchased businesses, net of cash acquired		(~~273~~167,~~863~~007	)		(~~205~~273,~~093~~863	)		(~~250~~205,~~807~~093	)
Proceeds from sale of property, plant and equipment		1,152			5,029			1,556
Proceeds from the sale of a business		75,727			-			-
Proceeds from insurance recoveries		4,871			-			-
Purchase of cost method investment		(2,549	)		-			-
Cash received from government grant		-			-			3,928
Purchase of non-controlling interest		(1,170	)		-			-
Net cash used in investing activities		(407,078	)		(319,201	)		(375,287	)
Proceeds from sale of property, plant and equipment		5,025			1,152			5,029
Proceeds from insurance recoveries		-			4,871			-
Net cash used in investing activities		(232,249	)		(407,078	)		(319,201	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt		1,~~932~~300,~~900~~300			21,~~233~~932,~~300~~900			~~335~~2,~~000~~233,300
Repayment of long-term debt		(1,~~764~~305,~~870~~434	)		(21,~~126~~764,~~450~~870	)		(~~159~~2,~~500~~126,450	)
Payment of debt issue costs		(31,~~493~~047	)		(103,~~214~~493	)		(~~600~~10,214	)
Net (payment on) proceeds from notes payable		(1,219	)		(28,674	)		3,455
Net payment on notes payable		(587	)		(1,219	)		(28,674	)
Dividends paid		(4750,~~598~~271	)		(4347,~~395~~598	)		(3943,~~207~~395	)
Contingent consideration payment		-			(1,477	)		(5,000	)
Proceeds from stock options exercised		9,848			35,927			14,619
Proceeds from stock options exercised		35,927			14,619			30,122
Repurchases of common stock		(60,713	)		(39,558	)		(2,567	)
Repurchases of common stock		(39,558	)		(2,567	)		(3,950	)
Contingent consideration payment		-			-			(1,477	)
Net cash provided by financing activities		112,089			35,142			160,320
Net cash (used in) provided by financing activities		(107,904	)		112,089			35,142
Effect of exchange rate changes on cash and cash equivalents		~~(17~~14,~~549~~521	)		5(17,~~204~~549	)		~~(23~~5,~~423~~204	)
Net change in cash and cash equivalents		(1062,~~101~~139	)		99(10,~~543~~101	)		1899,~~124~~543
Cash and cash equivalents at beginning of year		~~179~~169,~~453~~352			79179,~~910~~453			6179,~~786~~910
Cash and cash equivalents at end of year	$	~~169~~107,~~352~~213		$	~~179~~169,~~453~~352		$	79179,~~910~~453
Supplemental disclosure of cash flow information:
Dividends paid with company stock	$	~~404~~386		$	~~363~~404		$	~~348~~363
Cash paid for interest, net of amount capitalized of $1,859, $1,769, and $1,518 for the years ended November 30, 2024, December 2, 2023 and December 3, 2022, respectively	$	134,743		$	136,959		$	83,527
Cash paid for interest, net of amount capitalized of $562, $1,859, and $1,769 for the years ended November 29, 2025, November 30, 2024 and December 2, 2023, respectively	$	132,534		$	134,743		$	136,959
Cash paid for income taxes, net of refunds	$	~~123~~125,~~091~~272		$	71123,~~261~~091		$	7371,~~449~~261

See accompanying Notes to Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

H.B. Fuller Company and Subsidiaries

(In thousands, except share and per share amounts)

Note 1: Nature of Business and Summary of Significant Accounting Policies

Nature of Business

H.B. Fuller Company and our subsidiaries formulate, manufacture and market specialty adhesives, sealants, coatings, polymers, tapes, encapsulants, additives and other specialty chemical products globally, with sales operations in 3534 countries in North America, Europe, Latin America, Asia Pacific, India, the Middle East and Africa.

We have three reportable segments: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and ~~Construction~~Building ~~Adhesives~~Adhesive Solutions. In ~~2024~~2025, as a percentage of total net revenue by operating segment, Hygiene, Health and Consumable Adhesives accounted for 4345 percent, Engineering Adhesives 4130 percent and ~~Construction~~Building ~~Adhesives~~Adhesive 16Solutions 25 percent.

Our Hygiene, Health and Consumable Adhesives operating segment produces and supplies a full range of specialty industrial adhesives such as thermoplastic, thermoset, reactive, water-based and solvent-based products for applications in various markets, including packaging (food and beverage containers, flexible packaging, consumer goods, package integrity and re-enforcement, and non-durable goods), converting (corrugation, folding carton, tape and label, paper converting, envelopes, books, multi-wall bags, sacks, and tissue and towel), nonwoven and hygiene (disposable diapers, feminine care and medical garments) and ~~health~~medical and beauty.

Our Engineering Adhesives operating segment produces and supplies high performance industrial adhesives such as reactive, light cure, two-part liquids, polyurethane, silicone, film and fast cure products to the durable assembly (appliances and filters), performance wood (windows, doors and wood flooring) and textile (footwear and sportswear), transportation, electronics, clean energy, aerospace and defense, appliance, heavy machinery and insulating glass markets.

Our ~~Construction~~Building ~~Adhesives~~Adhesive Solutions operating segment includes products used for ~~tile setting (adhesives, grouts, mortars, sealers and levelers),~~ the commercial roofing industry (pressure-sensitive adhesives, tapes and sealants) and heating, ventilation and air conditioning and insulation applications (duct sealants, weather barriers and fungicidal coatings and block fillers). This operating segment also includes caulks and sealants for the consumer market and professional trade, sold through retailers, primarily in Australia and New Zealand.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of H.B. Fuller Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated. Investments in affiliated companies in which we exercise significant influence, but which we do not control, are accounted for in the Consolidated Financial Statements under the equity method of accounting. As such, consolidated net income includes our equity portion in current earnings of such companies, after elimination of intercompany profits. Investments in which we do not exercise significant influence (generally less than a 20 percent ownership interest) are accounted for using the measurement alternative.

Our 50 percent ownership in Sekisui-Fuller Company, Ltd., our Japan joint venture, is accounted for under the equity method of accounting as we do not exercise control over the investee. In fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, this equity method investment was not significant as defined in Regulation S-X under the Securities Exchange Act of 1934. As such, financial information as of November 3029, ~~2024~~2025, ~~December~~November 230, ~~2023~~2024, and December 32, ~~2022~~2023 for Sekisui-Fuller Company, Ltd. is not required.

Our fiscal year ends on the Saturday closest to November 30. Fiscal year-end dates were November 3029, ~~2024~~2025, ~~December~~November 230, ~~2023~~2024, and December 32, ~~2022~~2023 for ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. Every five or six years we have a 53rd week in our fiscal year. 2022 was a 53-week year.

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Use of Estimates

Preparation of the Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

We sell a variety of adhesives, sealants and other specialty chemical products to a diverse customer base. The vast majority of our arrangements contain a single performance obligation to transfer manufactured goods to the customer as governed by an individual purchase order.

We recognize revenue at the amount of consideration to which we expect to be entitled in exchange for transferring the promised goods to the customer. The transaction price includes an estimation of any variable amounts of consideration to which we will be entitled. The most common forms of variable consideration within our arrangements are customer rebates, which are recorded as a reduction to revenue at the time of the initial sale using the expected value method. The expected value method is the sum of probability-weighted amounts in a range of possible consideration amounts and is based on a consideration of historical, current and forecast information. Changes in estimates are updated each reporting period. There are no material instances where variable consideration is constrained and not recorded at the initial time of sale. Product returns are recorded as a reduction to revenue based on historical experience and anticipated sales returns that occur in the normal course of business. We primarily have assurance-type warranties that do not result in separate performance obligations. We have elected to present revenue net of sales and other similar taxes.

We recognize revenue when control of goods is transferred to the customer. For the vast majority of our arrangements, control transfers at a point in time either upon shipment or upon delivery of the goods to the customer. The timing of transfer of control is determined considering the timing of the transfer of legal title, physical possession, and risks and rewards of goods to the customer.

We record shipping and handling revenue in net revenue and outbound shipping and handling costs in cost of goods sold. The majority of our shipping and handling activities are performed prior to transfer of control of the goods to the customer. For those arrangements where we provide shipping and handling services after control of the goods has transferred to the customer, we have elected the practical expedient allowed under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606 to account for these activities as a fulfillment cost rather than as a separate performance obligation.

Provisions for sales returns are estimated based on historical experience and are adjusted for known returns, if material. Customer incentive programs (primarily volume purchase rebates) and arrangements such as cooperative advertising, slotting fees and buy-downs are recorded as a reduction of net revenue in accordance with ASC 606. Customer incentives recorded in the Consolidated Statements of Income as a reduction of net revenue were $43,548, $ 35~~,896 and $50,146 in 2024, 2023 and 2022, respectively.~~

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Provisions for sales returns are estimated based on historical experience and are adjusted for known returns, if material. Customer incentive programs (primarily volume purchase rebates) and arrangements such as cooperative advertising, slotting fees and buy-downs are recorded as a reduction of net revenue in accordance with ASC 606. Customer incentives recorded in the Consolidated Statements of Income as a reduction of net revenue were $37,941, $43,548 and $35,896 in 2025, 2024 and 2023, respectively.

For certain products, consigned inventory is maintained at customer locations. For this inventory, revenue is recognized in the period that the inventory is consumed. Sales to distributors require a distribution agreement or purchase order. As a normal practice, distributors do not have a right of return.

Cost of Sales

Cost of sales includes raw materials, container costs, direct labor, manufacturing overhead, ~~freight~~delivery ~~costs~~ expenses and other less significant indirect costs related to the production of our products.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses include sales and marketing, research and development, technical and customer service, finance, legal, human resources, general management and similar expenses.

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Income Taxes

The income tax provision is computed based on income before income from equity method investments included in the Consolidated Statement of Income. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Enacted statutory tax rates applicable to future years are applied to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances reduce deferred tax assets when it is not more-likely-than-not that a tax benefit will be realized. See Note 11 for further information.

Acquisition Accounting

As we enter into business combinations, we perform acquisition accounting requirements including the following:

	●	Identifying the acquirer,
	●	Determining the acquisition date,

	●	Recognizing and measuring the identifiable assets acquired and the liabilities assumed, and
	●	Recognizing and measuring goodwill or a gain from a bargain purchase

The calculation of the fair value of the tangible assets, including property, plant and equipment, utilizes the cost approach, which computes the cost to replace the asset, less accrued depreciation resulting from physical deterioration, functional obsolescence and external obsolescence. The calculation of the fair value of the identified intangible assets is determined using cash flow models following the income approach or a discounted market-based methodology approach. Significant inputs include estimated revenue growth rates, gross margins, operating expenses and estimated attrition, royalty and discount rates. Goodwill is recorded as the difference in the fair value of the acquired assets and assumed liabilities and the purchase price.

Cash Equivalents

Cash equivalents are highly liquid instruments with an original maturity of three months or less. We review cash and cash equivalent balances on a bank by bank basis to identify book overdrafts. Book overdrafts occur when the amount of outstanding checks exceed the cash deposited at a given bank. Book overdrafts, if any, are included in trade payables in our Consolidated Balance Sheets and in operating activities in our Consolidated Statements of Cash Flows.

Restrictions on Cash

There were no restrictions on cash as of November 3029, ~~2024~~2025 or ~~December~~November 230, ~~2023~~2024. There are no contractual or regulatory restrictions on the ability of consolidated and unconsolidated subsidiaries to transfer funds to us, except for typical statutory restrictions which prohibit distributions in excess of net capital or similar tests. The majority of our cash in non-U.S. locations is considered indefinitely reinvested.

Trade Receivables and Allowances

Trade receivables are recorded at the invoiced amount and do not bear interest. Allowances are maintained for doubtful accounts, credits related to pricing or quantities shipped and early payment discounts. The allowance for doubtful accounts includes an estimate of future uncollectible receivables based on the aging of the receivable balance and our collection experience. The allowance also includes specific customer accounts when it is probable that the full amount of the receivable will not be collected. Current expectations of future ~~credit~~doubtful ~~losses~~ accounts using market and industry data are considered in the specific customer accounts. See Note 4 for further information.

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Inventories

Inventories are recorded at cost as determined by the weighted-average cost method and are valued at the lower of cost or net realizable value.

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Investments

Investments with a value of $910,~~814~~388 and $9,~~334~~814 represent the cash surrender value of life insurance contracts as of November 3029, ~~2024~~2025 and ~~December~~November 230, ~~2023~~2024, respectively. These assets are held to primarily support supplemental pension plans and are recorded in other assets in the Consolidated Balance Sheets. The corresponding gain or loss associated with these contracts is reported in earnings each period as a component of selling, general and administrative expenses.

Equity Investments

Investments in an entity where we own less than 20% of the voting stock of the entity and do not exercise significant influence over operating and financial policies of the entity are accounted for using the measurement alternative at cost less impairment plus or minus observable price changes in orderly transactions. We have a policy in place to review our investments at least annually, to evaluate the accounting method and identify observable price changes that could indicate impairment. If we believe that an impairment exists, it is our policy to calculate the fair value of the investment and recognize as impairment any amount by which the carrying value exceeds the fair value of the investment. We recognized an impairment of $~~339 and $303 for the years ended November 30~~1, ~~2024~~966 ~~and December 3, 2022, respectively, and did not have any impairment of our equity investments~~ for the year ended ~~December~~November 230, ~~2023~~2024. The book value of the equity investments was $13,~~023~~574 and $1,~~362~~023 as of November 3029, ~~2024~~2025 and ~~December~~November 230, ~~2023~~2024, respectively and are presented in Other assets in the Consolidated Balance Sheets.

Property, Plant and Equipment

Property, plant and equipment are carried at cost and depreciated over the useful lives of the assets using the straight-line method. Estimated useful lives range from 20 to 40 years for buildings and improvements, 3 to 20 years for machinery and equipment, and the shorter of the lease or expected life for leasehold improvements. Fully depreciated assets are retained in property and accumulated depreciation accounts until ~~removed from service~~disposed. Upon ~~disposal, assets and related accumulated depreciation are removed. Upon~~ sale of an asset, the difference between the proceeds and remaining net book value is charged or credited to other (expense) income, net on the Consolidated Statements of Income. Expenditures that add value or extend the life of the respective assets are capitalized, while expenditures that are typical recurring repairs and maintenance are expensed as incurred. Interest costs associated with construction and implementation of property, plant and equipment of $1562,~~859,~~ $1,~~769~~859 and $1,~~518~~769 were capitalized in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Goodwill

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. 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 with its carrying amount, 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 discount rates, perpetual growth rates and the amount and timing of expected future cash flows. 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. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill is considered to not be impaired. If the carrying value exceeds estimated fair value, an impairment charge is recorded for any excess of the carrying value over the estimated fair value. Based on the analysis performed for our fiscal ~~2024~~2025 annual impairment test, there were no indications of impairment for any of our reporting units. See Note 5 for further information.

Intangible Assets

Intangible assets include patents, customer lists, technology, trademarks and other intangible assets acquired from independent parties and are amortized on a straight-line basis with estimated useful lives ranging from 2 to 20 years. The straight-line method of amortization of these assets reflects an appropriate allocation of the costs of the intangible assets to earnings in proportion to the amount of economic benefits obtained in each reporting period.

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Impairment of Long-Lived Assets

Our long-lived assets are tested for impairment whenever events or circumstances indicate that a carrying amount of an asset (asset group) may not be recoverable. An impairment loss would be measured and recognized when the carrying amount of an asset (asset group) exceeds the estimated undiscounted future cash flows expected to result from the use of the asset (asset group) and its eventual disposition. The impairment loss to be recorded would be the excess of the asset's carrying value over its fair value. Fair value is generally determined using a DCF analysis or other valuation technique. Costs related to internally developed intangible assets are expensed as incurred.

Foreign Currency Translation

Assets and liabilities of non-U.S. functional currency entities are translated to U.S. dollars at period-end exchange rates, and the resulting gains and losses arising from the translation of those net assets are recorded as a cumulative translation adjustment, a component of accumulated other comprehensive income (loss) in stockholders' equity. Revenues and expenses are translated using average exchange rates during the year. Foreign currency transaction gains and losses are included in other (expense) income, net in the Consolidated Statements of Income.

We consider a subsidiary’s sales price drivers, currency denomination of sales transactions and inventory purchases to be the primary indicators in determining a foreign subsidiary’s functional currency. Our subsidiaries in certain European countries have a functional currency different than their local currency. All other foreign subsidiaries, which are located in North America, Latin America, Europe, India, the Middle East and Africa ("EIMEA") and Asia Pacific, have the same local and functional currency.

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Pension and Other Postretirement Benefits

We sponsor defined-benefit pension plans in both the U.S. and non-U.S. entities. Also in the U.S., we sponsor other postretirement plans for health care and life insurance benefits. Expenses and liabilities for the pension plans and other postretirement plans are actuarially calculated. These calculations are based on our assumptions related to the discount rate, expected return on assets, projected salary increases, health care cost trend rates and mortality rates. The discount rate assumption is determined using an actuarial yield curve approach, which results in a discount rate that reflects the characteristics of the plan. The approach identifies a broad population of corporate bonds that meet the quality and size criteria for the particular plan. We use this approach rather than a specific index that has a certain set of bonds that may or may not be representative of the characteristics of our particular plan. Our expected long-term rate of return on U.S. plan assets was based on our target asset allocation assumption of 55 percent equities and 45 percent fixed income. Management, in conjunction with our external financial advisors, determines the expected long-term rate of return on plan assets by considering the expected future returns and volatility levels for each asset class that are based on historical returns and forward-looking observations. The expected long-term rate of return on plan assets assumption used in each non-U.S. plan is determined on a plan-by-plan basis for each local jurisdiction and is based on expected future returns for the investment mix of assets currently in the portfolio for that plan. Management, in conjunction with our external financial advisors, develops expected rates of return for each plan, considers expected long-term returns for each asset category in the plan, reviews expectations for inflation for each local jurisdiction, and estimates the impact of active management of the plan’s assets. Note 10 includes disclosure of assumptions employed in these measurements for both the non-U.S. and U.S. plans.

Asset Retirement Obligations

We recognize asset retirement obligations ("ARO") in the period in which we have an existing legal obligation associated with the retirement of a tangible long-lived asset, and the amount can be reasonably estimated. The ARO is recognized at fair value when the liability is incurred. Upon initial recognition of a liability, that cost is capitalized as part of the related long-lived asset and ~~depreciated~~accreted on a straight-line basis over the remaining estimated useful life of the related asset. We have recognized a liability related to special handling of asbestos related materials in certain facilities for which we have plans or expectation of plans to undertake a major renovation or demolition project that would require the removal of asbestos or have plans or expectation of plans to exit a facility. In addition, we have determined that we have facilities with some level of asbestos that will require abatement action in the future. Once the probability and timeframe of an action are determined, we apply certain assumptions to determine the related liability and asset. These assumptions include the use of inflation rates, the use of credit adjusted risk-free discount rates and the estimation of costs to handle asbestos related materials. The recorded liability is required to be adjusted for changes resulting from the passage of time and/or revisions to the timing or the amount of the original estimate. The asset retirement obligation liability was $3,~~321~~155 and $3,~~147~~321 at November 3029, ~~2024~~2025 and ~~December~~November 230, ~~2023~~2024, respectively.

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Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments are made, or remedial efforts are probable, and the costs can be reasonably estimated. The timing of these accruals is generally no later than the completion of feasibility studies.

Contingent Consideration ~~Liability~~Liabilities

Concurrent with business acquisitions, we enter into agreements that require us to pay the sellers a certain amount based upon a formula related to the entity’s financial results. The change in fair value of the contingent consideration liability is recorded in SG&A expenses in the Consolidated Statements of Income.

Share-based Compensation

We have various share-based compensation programs which provide for equity awards, including non-qualified stock options, incentive stock options, restricted stock units, performance awards and deferred compensation. We use the straight-line attribution method to recognize compensation expense associated with share-based awards based on the fair value on the date of grant, net of the estimated forfeiture rate. Expense is recognized over the requisite service period related to each award, which is the period between the grant date and the earlier of the award’s stated vesting term or the date the employee is eligible for early retirement based on the terms of the plan. The fair value of stock options is estimated using the Black-Scholes option pricing model. All of our stock compensation expense is recorded in SG&A expenses in the Consolidated Statements of Income. See Note 9 for additional information.

Earnings per Share

Basic earnings per share is calculated by dividing net income attributable to H.B. Fuller by the weighted-average number of common shares outstanding during the applicable period. Diluted earnings per share is based upon the weighted-average number of common and common equivalent shares outstanding during the applicable period. The difference between basic and diluted earnings per share is attributable to share-based compensation awards. We use the treasury stock method to calculate the effect of outstanding awards, which computes total employee proceeds as the sum of (a) the amount the employee must pay upon exercise of the award and (b) the amount of unearned share-based compensation costs attributed to future services. Share-based compensation awards for which total employee proceeds exceed the average market price over the applicable period have an antidilutive effect on earnings per share, and accordingly, are excluded from the calculation of diluted earnings per share. The computations for basic and diluted earnings per share are as follows:

(in thousands, except per share data)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net income attributable to H.B. Fuller	$	~~130~~151,~~256~~967	$	~~144~~130,~~906~~256	$	~~180~~144,~~313~~906
Weighted-average common shares – basic		54,~~932~~602		54,~~332~~932		5354,~~580~~332
Equivalent shares from share-based compensation plans		~~1,697~~753		1,~~626~~697		1,~~689~~626
Weighted-average common and common equivalent shares – diluted		5655,~~629~~355		5556,~~958~~629		55,~~269~~958
Basic earnings per share	$	2.3778	$	2.6737	$	32.3767
Diluted earnings per share	$	2.3075	$	2.5930	$	32.2659

Share-based compensation awards for 2,119,140, 853,398, and 1,089,054 ~~and 707,197~~ shares for ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively, were excluded from the diluted earnings per share calculation because they were antidilutive.

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Financial Instruments and Derivatives

As a part of our ongoing operations, we are exposed to market risks such as changes in foreign currency exchange rates and interest rates. To manage these risks, we may enter into derivative transactions pursuant to our established policies.

Our objective is to balance, where possible, non-functional currency denominated assets to non-functional currency denominated liabilities to have a natural hedge and minimize foreign exchange impacts. We minimize risks from foreign currency exchange rate fluctuations through normal operating and financing activities and, when deemed appropriate, through the use of derivative instruments. Derivatives consisted primarily of forward currency contracts used to manage foreign currency denominated assets and liabilities. For derivative instruments outstanding that were not designated as hedges for accounting purposes, the gains and losses related to mark-to-market adjustments were recognized as other (expense) income, ~~or expense~~ net in the income statement during the periods the derivative instruments were outstanding. To manage exposure to currency rate movements on expected cash flows, the Company may enter into cross-currency swap agreements.

The Company manages interest expense using a mix of fixed and floating rate debt. To manage exposure to interest rate movements and to reduce borrowing costs, the Company may enter into interest rate swap agreements.

Changes in the fair values of derivatives are recorded in net earnings or other comprehensive income, based on the type of derivative, and whether the instrument is designated and effective as a hedge transaction. Gains or losses on derivative instruments reported in accumulated other comprehensive income (loss) are reclassified to earnings in the period the hedged item affects earnings. Any ineffectiveness is recognized in earnings in the current period. We maintain master netting arrangements that allow us to net settle contracts with the same counterparties; we do not elect to offset amounts in our Consolidated Balance Sheet. These arrangements generally do not call for collateral. We do not enter into any speculative positions with regard to derivative instruments. See Note 12 for further information regarding our financial instruments.

Purchase of Company Common Stock

Under the Minnesota Business Corporation Act, repurchased stock is included in authorized shares, but is not included in shares outstanding. The excess of the repurchase cost over par value is charged to additional paid-in capital. When additional paid-in capital is exhausted, the excess reduces retained earnings. We indirectly repurchased 9356,~~102~~228, ~~113~~93,~~868~~102 and 49113,~~869~~868 shares of common stock in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively, through a net-settlement feature in connection with the statutory minimum tax withholding related to vesting of restricted stock. We repurchased 977,537 shares and 407,400 shares of common stock from our share repurchase program in 2025 and 2024, respectively. No shares were repurchased from our share repurchase program in 2023 ~~and 2022~~.

Supplier Finance Program

We have agreements with third parties to provide supplier finance programs which facilitate participating suppliers' ability to finance payment obligations of the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, elect to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company has no economic interest in the sale of these suppliers’ receivables and no direct financial relationship with the financial institutions concerning these services. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements. The outstanding payment obligations that were confirmed as valid and remained outstanding as of November 3029, ~~2024~~ 2025 were approximately $57,~~233~~379. These obligations under the Company’s supplier finance programs are included in Accounts Payable in the Consolidated Balance Sheets, and the associated payments are reflected in the cash flows from operating activities section of the Consolidated Statements of Cash Flows.

The following table summarizes the outstanding obligations confirmed as valid under the Company’s supplier finance programs for the year ended November 3029, ~~2024~~2025:

	2024
	2025
Confirmed obligations outstanding, beginning of year	$	~~980~~5,180
Invoices confirmed during the year		2939,~~518~~590
Confirmed invoices paid during the year		(2537,~~265~~391	)
Confirmed obligations outstanding, end of year	$	57,~~233~~379

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Business Interruption Insurance Proceeds

The ~~company~~Company made insurance claims to recover lost margin and additional costs incurred in connection with a fire at our Tucker production facility in June 2022 and unprecedented freezing weather that impacted our Texas facilities in February 2021. During the year ended November 30, 2024, the Company received business interruption insurance recovery payments of $2,393, which have been recorded in selling, general and administrative expenses. The insurance claims were fully settled in September 2024. We did not receive any insurance recovery payments in 2025.

New Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in our Consolidated Financial Statements. Our effective date of this ASU is our fiscal year ending December 2, 2028. We are currently evaluating the ~~effect~~impact of adopting this guidance ~~will have~~ on ~~our~~the ~~Consolidated~~related ~~Finance~~financial ~~Statements~~statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires entities to provide additional information in the rate reconciliation and additional disclosures about income taxes paid. This guidance requires public entities to disclose in their rate reconciliation table additional categories of information about federal, state, and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. Our effective date of this ASU is our fiscal year ending November 28, 2026. We are currently evaluating the ~~effect~~impact ~~that~~of adopting this guidance ~~will have~~ on ~~our~~the ~~Consolidated~~related ~~Financial~~financial ~~Statements~~statement disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires enhanced disclosures regarding significant segment expenses and other segment items. The guidance requires public entities to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. Our effective date of this ASU is our fiscal year ending November 29, 2025. We are evaluating the effect that this guidance will have on our Consolidated Financial Statements. 39

~~In September~~ Table ~~2022, the FASB issued ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure~~ of Supplier Finance Program Obligations. This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of the financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude. To achieve that objective, the buyer should disclose qualitative and quantitative information about its supplier finance programs. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the requirement on roll-forward information which is an annual requirement. During the first quarter of our fiscal year ending November 30, 2024, we adopted ASU 2022-04. See Supplier Finance Program for further information.Contents

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires enhanced disclosures regarding significant segment expenses and other segment items. The guidance requires public entities to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. We adopted the standard retrospectively beginning with our fiscal year ending November 29, 2025. Refer to Note 15, Segments, for further information on our segment reporting.

Recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the Company.

Note 2: Acquisitions and Divestiture

Acquisitions

ND Industries Fastening Elements Locking and Sealing Technologies Industry and Trade Inc.

On November 17, 2025, we completed the acquisition of ND Industries Fastening Elements Locking and Sealing Technologies Industry and Trade Inc. ("ND Industries Turkey") for a purchase price of 334,106 Turkish lira, or approximately $7,902 which was funded through existing cash. This includes a holdback amount of 105,699 Turkish lira that will be paid in two payments on the 18-month and 36-month anniversaries of the closing date. Headquartered in Istanbul, Turkey, ND Industries Turkey is a leading provider of specialty adhesives and fastener locking and sealing solutions. The acquisition of ND Industries Turkey is expected to accelerate the realization of our top growth priorities in EIMEA, consistent with our strategy to proactively drive capital allocation to the highest margin, highest growth market segments within the functional coatings, adhesives, sealants and elastomer industry. The acquisition fair value measurement was preliminary as of November 29, 2025 and includes goodwill of $4,716, other intangible assets of $2,292 and other net assets of $894. Goodwill represents expected synergies from combining ND Industries Turkey with our existing business. Goodwill is not deductible for tax purposes. ND Industries Turkey is included in our Engineering Adhesives operating segment.

ND Industries Asia, Inc.

On February 15, 2025, we acquired the assets of ND Industries Asia, Inc. ("ND Industries Taiwan") for a purchase price of 271,860 Taiwan dollars, or approximately $8,310 which was funded through existing cash. Headquartered in Kaohsiung, Taiwan, ND Industries Taiwan is a leading provider of specialty adhesives and fastener locking and sealing solutions. The acquisition of ND Industries Taiwan is expected to accelerate the realization of our top growth priorities in Greater Asia, consistent with our strategy to proactively drive capital allocation to the highest margin, highest growth market segments within the functional coatings, adhesives, sealants and elastomer industry. The acquisition fair value measurement was final as of November 29, 2025 and includes goodwill of $2,801, other intangible assets of $2,400 and other net assets of $3,109. Goodwill represents expected synergies from combining ND Industries Taiwan with our existing business. Goodwill is not deductible for tax purposes. ND Industries Taiwan is included in our Engineering Adhesives operating segment.

GEM S.r.l. and Medifill Limited

On January 15, 2025, we completed the acquisition of GEM S.r.l. (“GEM”) and on December 2, 2024, we completed the acquisition of Medifill Limited (Medifill) for a total purchase price of 191,868 Euros, or approximately $196,990 which was funded through borrowings on our credit facility and existing cash. The transaction includes a 30,000 Euro holdback to be paid in three annual tranches beginning one year after the date of acquisition. The fair value of the holdback was 28,170 Euros and is included in the total purchase price. See Note 12 for more information on the fair value of the holdback.

Although they were independent transactions, the acquisitions of GEM and Medifill were accounted for as a single business combination under ASC 805, as they were negotiated concurrently and are economically interdependent. Headquartered in Viareggio, Italy, GEM develops, produces and sells medical adhesives for wound closure in both surgical and topical applications. Headquartered in Dublin, Ireland, Medifill produces medical-grade cyanoacrylate adhesives tailored to the wound closure market for GEM. The acquisitions of GEM and Medifill establish a European headquarters for our Medical Adhesives Technologies business and European production capabilities for our medical adhesive offerings, further shifting our portfolio toward highly profitable, higher growth markets. The acquisition fair value measurement was preliminary as of November 29, 2025 and includes goodwill of $90,593, other intangible assets of $104,723 and other net assets of $1,674. Goodwill represents expected synergies from combining GEM and Medifill with our existing business. Goodwill is not deductible for tax purposes. GEM and Medifill are included in our Hygiene, Health and Consumable Adhesives operating segment.

HS Butyl Limited

On August 5, 2024, we acquired HS Butyl Limited (“HS Butyl”) for a purchase price of 18,~~148~~342 British pound sterling, or approximately $23,~~180~~428 which was funded through existing cash. This includes a holdback amount of 2,700 British pound sterling that will be paid on the 18-month anniversary of the closing date. HS Butyl, headquartered in Lymington, England, is the United Kingdom's largest manufacturer and distributor of high-quality butyl tapes, which provide strong, permanent, watertight seals for a wide variety of applications within the construction, infrastructure, automotive and renewable energy industries. The acquisition of HS Butyl establishes our presence in the European waterproofing tape market, expanding our position as a solution provider to existing customers. It also expands our relevance to more markets and creates opportunities to deliver new, in-demand solutions for our customers, given the technology's relevance to multiple high-value applications. The acquisition fair value measurement was ~~preliminary~~final as of ~~November~~August 30, ~~2024~~2025, and includes other intangible assets of $6,~~412~~974, goodwill of $3,~~233~~805 and other net assets of $1312,~~535~~649. Goodwill represents expected synergies from combining HS Butyl with our existing business. Goodwill is not deductible for tax purposes. HS Butyl is included in our ~~Construction Adhesives~~ Building Adhesive Solutions operating segment.

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ND Industries, Inc.

On May 20, 2024, we acquired the assets of ND Industries, Inc. (“ND Industries”) for a base purchase price of $254,037 which was funded through borrowings on our credit facility and existing cash. ND Industries, headquartered in Clawson, Michigan, is a leading provider of specialty adhesives and fastener locking and sealing solutions serving customers in the automotive, electronics, aerospace and other industries. The acquisition of ND Industries is expected to accelerate the realization of our top growth priorities, consistent with our strategy to proactively drive capital allocation to the highest margin, highest growth market segments within the functional coatings, adhesives, sealants and elastomer industry. The acquisition fair value measurement was ~~preliminary~~final as of ~~November~~March 301, ~~2024~~2025. ND Industries is included in our Engineering Adhesives operating segment.

~~During the three months ended November 30, 2024, intangible assets decreased $2,200, goodwill decreased $2,591, and other net assets increased $3,094 in the fair value measurement of ND Industries.~~ The following table summarizes the fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:

	*Amounts*
Current assets	$	17,085
Property, plant and equipment		26,044
Goodwill		81,268
Other intangibles
Customer relationships		110,100
Trademarks/trade names		8,700
Technology		13,600
Other assets		13
Current liabilities		(2,773	)
Total	$	254,037

The expected useful lives of the acquired intangible assets are 15 years for technology, 13 years for customer relationships and ten years for trademarks and tradenames. Based on the fair value measurement of the assets acquired and liabilities assumed, we allocated $81,268 to goodwill for the expected synergies from combining ND Industries with our existing business. Such goodwill is deductible for tax purposes.

Sanglier Ltd.

On September 8, 2023, we acquired the assets of Sanglier Ltd. (“Sanglier”) for a base purchase price of 13,361 British pound sterling, or approximately $16,660 which was funded through existing cash. This includes a holdback amount of 2,100 British pound sterling that will be paid on the 18-month anniversary of the closing date. Sanglier, headquartered in Mansfield, United Kingdom, is a manufacturer and filler of sprayable (aerosol and cannister) industrial adhesives. The acquisition of Sanglier expands our innovation capabilities and product portfolio across the United Kingdom and Europe. Sanglier transforms adhesives applications to enable sprayable delivery providing end users with an opportunity to greatly improve labor efficiency. The acquisition fair value measurement was final as of August 31, 2024 and includes other intangible assets of $7,354, goodwill of $3,038 and other net assets of $6,261. Goodwill represents expected synergies from combining Sanglier with our existing business. Goodwill is deductible for tax purposes. Sanglier is included in our Construction Adhesives operating segment.

Adhezion Biomedical LLC

On June 23, 2023, we acquired Adhezion Biomedical LLC (“Adhezion”) for a base purchase price of $80,802 which was funded through borrowings on our credit facility. This includes a holdback amount of $780 that was paid on the 12-month anniversary of the closing date. The agreement includes a payment of contingent consideration up to $15,000 following the completion of certain performance goals and conditions. Adhezion, headquartered in Hudson, North Carolina, is a manufacturer of cyanoacrylate-based healthcare adhesives and infection prevention products. The acquisition of Adhezion positions us for expansion in the healthcare adhesives industry and creates a solid, unique platform from which to scale and innovate in the healthcare adhesives industry. The acquisition fair value measurement was final as of June 1, 2024 and includes other intangible assets of $38,500, goodwill of $37,589 and other net assets of $4,713. Goodwill represents expected synergies from combining Adhezion with our existing business. The amount of goodwill that is deductible for tax purposes is $25,717. Adhezion is included in our Hygiene, Health and Consumable Adhesives operating segment.

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XChem International LLC

On June 12, 2023, we acquired XChem International LLC ("XChem") for a base purchase price of approximately $14,496 which was funded through borrowings on our credit facility. This includes a holdback amount of $1,650, half of which was paid on the 12-month anniversary of the closing date and half to be paid on the 18-month anniversary of the closing date. XChem, headquartered in Ras Al-Khaimah, United Arab Emirates, is a manufacturer of adhesives and sealants for construction-related applications. The acquisition of XChem provides our Construction Adhesives global business with additional manufacturing presence for certain brands outside the U.S. and broadens our Construction Adhesives portfolio of highly specified applications and diversifies it toward both non-U.S. and infrastructure-oriented markets. The acquisition fair value measurement was final as of June 1, 2024 and includes other intangible assets of $4,600, goodwill of $4,318 and other net assets of $5,578. Goodwill represents expected synergies from combining XChem with our existing business. Goodwill is not deductible for tax purposes. XChem is included in our Construction Adhesives operating segment.

Beardow Adams Holdings Ltd.

On May 1, 2023, we acquired Beardow Adams Holdings Ltd. (“Beardow Adams”) for a total purchase price of 80,738 British pound sterling, or approximately $100,885, which was funded through borrowings on our credit facility. This includes a holdback amount of 8,000 British pound sterling that was paid on the 18-month anniversary of the closing date. Beardow Adams, based in the United Kingdom, develops and manufactures adhesives, sealants and coatings, principally in the fields of packaging and related applications. The acquisition of Beardow Adams is expected to accelerate profitable growth in many of our core end markets and generate business synergies through better raw material pricing, production optimization and an expanded distribution platform. The acquisition fair value measurement was final as of June 1, 2024 and includes other intangible assets of $35,425, goodwill of $28,148 and other net assets of $37,312. Goodwill represents expected synergies from combining Beardow Adams with our existing business. The amount of goodwill that is deductible for tax purposes is $3,561. The remaining goodwill is not deductible for tax purposes. Beardow Adams is included in our Hygiene, Health and Consumable Adhesives operating segment.

Aspen Research Corporation

On January 31, 2023, we acquired the assets of Aspen Research Corporation (“Aspen”) for a total purchase price of $9,761, which was funded through existing cash. This includes a holdback amount of $500 that was paid on the 18-month anniversary of the closing date. Aspen, located in Maple Grove, Minnesota, is a contract research organization that develops and manufactures innovative solutions for some of the adhesives used in our insulating glass market. Aspen is known for their superior understanding of materials science, engineering and analytical testing and specializes in custom materials manufacturing for chemicals and adhesives products. The acquisition of Aspen is expected to expand our Engineering Adhesives footprint in North America and strengthen our capabilities in the insulating glass market, in addition to bringing additive continuous flow and process manufacturing capabilities that we plan to leverage. The acquisition fair value measurement was final as of December 2, 2023 and includes other intangible assets of $4,900, goodwill of $3,832 and other net assets of $1,029. Goodwill represents expected synergies from combining Aspen with our existing business. Goodwill is deductible for tax purposes. Aspen is included in our Engineering Adhesives operating segment.

Lemtapes Oy

On December 15, 2022, we acquired Lemtapes Oy (“Lemtapes”) for a total purchase price of 8,922 Euro, or approximately $9,482 which was funded through existing cash. This includes a holdback amount of 850 Euro that was paid on the 18-month anniversary of the closing date. Lemtapes, located in Valkeakoski, Finland, is a solutions provider of ecological, innovative tapes and adhesives for the packaging and plywood industries. The acquisition of Lemtapes is expected to reinforce our strategic position in Europe, especially for our adhesives coated solutions products. This acquisition will also accelerate our growth strategy of fast-growing, high margin businesses while adding technology capabilities and strong customer relationships. The acquisition fair value measurement was final as of December 2, 2023 and includes other intangible assets of $5,526, goodwill of $3,028 and other net assets of $928. Goodwill represents expected synergies from combining Lemtapes with our existing business. Goodwill is not deductible for tax purposes. Lemtapes is included in our Hygiene, Health and Consumable Adhesives operating segment.

All acquisitions, individually and in the aggregate, are not material and therefore pro forma financial information is not provided.

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Divestiture

North America Flooring

~~During~~ On December ~~the fourth quarter of the year ended November 30~~2, 2024, we ~~committed~~completed tothe asale ~~plan~~of tocertain ~~sell~~assets in our North American Flooring business, which iswas included in our former Construction Adhesives segment. ~~The~~for ~~sale~~a offair ~~this~~value ~~business~~of $74,327. ~~was~~The ~~completed~~net ~~on December~~book 2,value ~~2024.~~of ~~The~~the assets ~~and~~sold ~~liabilities~~was $76,654, ofwhich ~~this~~resulted ~~business~~in ~~are~~a $2,327 ~~classified~~loss. asThe ~~held~~loss ~~for~~on sale ~~and~~is ~~are~~recorded ~~included~~ in ~~their~~other ~~corresponding~~(expense) ~~categories~~income, net in the Consolidated ~~Balance~~Statements ~~Sheets~~of asIncome of for the year ended November 3029, ~~2024~~2025.

During the fourth quarter of the year ended November 30, 2024, when we committed to a plan to sell our North American Flooring business, we classified the assets and liabilities of this business as held for sale and included them in their corresponding categories in the Consolidated Balance Sheets as of November 30, 2024. Assets and liabilities held for sale are required to be recorded at the lower of carrying value or fair value, less costs to sell in accordance with ASC 360, Impairment or Disposal of Long Lived Assets. We measured the fair value of these assets and liabilities primarily using observable inputs at the measurement date, and determined their carrying value was greater than the fair value less costs to sell. Accordingly, we recorded a pre-tax loss on assets held for sale of $47,267 during the year ended November 30, 2024. Included in this amount is was $32,079 for goodwill impairment, $6,109 for net intangible impairment and $9,079 for net property, plant and equipment impairment. The loss is recorded in other (expense) income, net in the Consolidated Statements of Income for the year ended November 30, 2024.

The following table summarizes the condensed assets and liabilities that were held for sale as of November 30 2024:

	November 30, 2024
	Amounts
Trade receivables, net	$	19,888
Inventories		27,587
Other current assets		321
Property, plant and equipment, net		37,429
Other intangibles, net		12,673
Other assets		2,343
Trade payables		(16,110	)
Other accrued expenses		(5,548	)
Other liabilities		(1,707	)
Total	$	76,876

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Note 3: Restructuring Actions

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. The Plans began to be implemented in the second quarter of fiscal year 2023 and ~~are~~were ~~currently expected to be~~ completed ~~during~~as ~~fiscal~~of November ~~year 2026~~29, ~~with~~ ~~the~~2025. ~~majority~~Remaining ~~of the charges recognized and~~ cash payments ~~occurring~~will incontinue into fiscal ~~2023 and 2024~~ year 2026. In implementing the Plans, the Company currently expects to incur pre-tax costs of approximately $6080,000 to $6585,000 for severance and related employee costs globally, and other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans.

The following table summarizes the pre-tax distribution of charges under these restructuring plans by income statement classification:

November 30, 2024

December 2, 2023

December 3, 2022

November 29, 2025

November 30, 2024

December 2, 2023

Cost of sales

129,~~263~~511

1512,~~012~~263

~~(152~~15,012

)

Selling, general and administrative

97,~~823~~358

9,~~575~~823

~~(297~~9,575

)

2216,~~086~~869

2422,~~587~~086

~~(449~~24,587

)

The restructuring charges are all recorded in Corporate Unallocated for segment reporting purposes.

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A summary of the restructuring liability is presented below:

	Employee-
	Related			Asset-Related			Other			Total
Balance at December 3, 2022	$	57		$	-		$	-		$	57
Expense incurred		22,731			1,369			487			24,587
Non-cash charges		-			(1,369	)		(453	)		(1,822	)
Cash payments		(9,802	)		-			(34	)		(9,836	)
Foreign currency translation		(1,263	)		-			-			(1,263	)
Balance at December 2, 2023	$	11,723		$	-		$	-		$	11,723
Expense incurred		13,477			4,673			3,936			22,086
Non-cash charges		-			(4,673	)		(3,925	)		(8,598	)
Cash payments		(16,427	)		-			(11	)		(16,438	)
Foreign currency translation		(343	)		-			-			(343	)
Balance at November 30, 2024	$	8,430		$	-		$	-		$	8,430
Expense incurred		14,314			(547	)		3,102			16,869
Non-cash charges		-			547			(580	)		(33	)
Cash payments		(14,143	)		-			(2,522	)		(16,665	)
Foreign currency translation		360			-			-			360
Balance at November 29, 2025	$	8,961		$	-		$	-		$	8,961

Non-cash charges include accelerated depreciation resulting from the cessation of use of certain long-lived assets, write-offs of certain long-lived assets, the recording of an inventory provision related to the discontinuance of certain products, inventory disposals and lease termination payments. Restructuring liabilities have been classified as a component of other accrued expenses on the Consolidated Balance Sheets.

Note 4: Supplemental Financial Statement Information

Statement of Income Information

Additional details of income statement amounts for ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 are as follows:

	2024			2023			2022
	2025			2024			2023
Foreign currency transaction losses, net	$	(2,501	)	$	(11,615	)	$	(12,935	)
Foreign currency transaction gains (losses), net	$	882		$	(2,501	)	$	(11,615	)
Gain (loss) on disposal of assets		~~424~~3,627			~~(58~~424	)		~~1,416~~(58	)
Net periodic pension benefit		1522,~~920~~812			2015,~~246~~920			2620,~~787~~246
Loss on impairment of assets held for sale		(47,267	)		-			-
Loss contingency associated with ongoing litigation		(34,799	)		-			-
Other, net		(3,691	)		1,109			(2,316	)
Loss on sale of business		(2,327	)		-			-
Total other (expense) income, net	$	(37,115	)	$	9,682		$	12,952
Loss on impairment of assets held for sale		-			(47,267	)		-
Research and development expenses (included in SG&A expenses)	$	49,565		$	48,640		$	44,853
Other, net		(1,321	)		(3,691	)		1,109
Total other (expense) income, net	$	(11,126	)	$	(37,115	)	$	9,682
Research and development expenses (included in SG&A expenses)	$	62,150		$	49,565		$	48,640

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Balance Sheet Information

Additional details of balance sheet amounts as of November 3029, ~~2024~~2025 and ~~December~~November 230, ~~2023~~2024 are as follows:

	2024			2023
	2025			2024
Inventories
Raw materials	$	~~215~~199,~~936~~031		$	~~206~~215,~~140~~936
Finished goods		~~251~~272,~~562~~932			~~235~~251,~~900~~562
Total inventories	$	~~467~~471,~~498~~963		$	~~442~~467,~~040~~498
Other current assets
Other receivables	$	3927,~~149~~642		$	4039,~~760~~149
Prepaid income taxes		1218,~~218~~877			12,~~327~~218
Prepaid taxes other than income taxes		3145,~~295~~083			3431,~~455~~295
Prepaid expenses		2128,~~357~~148			2521,~~136~~357
Total other current assets	$	~~104~~119,~~019~~750		$	~~112~~104,~~678~~019
Property, plant and equipment
Land	$	~~108~~107,~~093~~294		$	91108,~~320~~093
Buildings and improvements		~~470~~459,~~106~~766			~~447~~470,~~428~~106
Machinery and equipment		1,~~161~~235,~~379~~321			1,~~058~~161,~~916~~379
Construction in progress		~~124~~153,~~980~~828			~~157~~124,~~371~~980
Total, at cost		1,~~864~~956,~~558~~209			1,~~755~~864,~~035~~558
Accumulated depreciation		(~~982~~1,~~631~~020,948	)		(~~930~~982,~~380~~631	)
Net property, plant and equipment	$	~~881~~935,~~927~~261		$	~~824~~881,~~655~~927
Other assets
Investments in company owned life insurance	$	910,~~814~~388		$	9,~~334~~814
Equity method investments		3735,~~059~~560			37,~~562~~059
Equity investments		13,~~023~~574			1,~~362~~023
Long-term deferred income taxes		3938,~~298~~667			4239,~~949~~298
Prepaid pension costs		~~119~~146,~~493~~648			92119,~~323~~493
Postretirement other than pension asset		~~156~~179,~~576~~861			~~113~~156,~~431~~576
Operating lease right-of-use assets		6155,~~116~~743			4761,~~433~~116
Other long-term receivables		1415,~~577~~637			14,~~013~~577
Other long-term assets		1012,~~709~~176			1210,~~758~~709
Total other assets	$	~~449~~498,~~665~~254		$	~~371~~449,~~165~~665
Other accrued expenses
Taxes other than income taxes	$	2423,~~559~~590		$	2224,~~497~~559
Miscellaneous services		97,~~026~~876			89,~~319~~026
Customer rebates		2120,~~901~~109			1721,~~938~~901
Interest		5,~~628~~517			5,~~819~~628
Product liability		~~233~~182			~~175~~233
Contingent consideration liability		-			1,370
Current operating lease liabilities		14,702			13,473
Current operating lease liabilities		13,473			11,277
Current obligations of finance leases		1,939			1,908
Current obligations of finance leases		1,908			16,184
Reserve for ongoing litigation		34,579			-
Accrued expenses		2025,~~310~~413			2420,~~323~~310
Total other accrued expenses	$	97133,~~038~~907		$	~~107~~97,~~902~~038
Other liabilities
Asset retirement obligations	$	3,~~321~~155		$	3,~~147~~321
Long-term deferred income taxes		~~141~~120,~~693~~211			~~176~~141,~~385~~693
Long-term income tax liability		189,~~195~~319			1918,~~225~~195
Long-term deferred compensation		1112,~~716~~933			911,~~884~~716
Postretirement other than pension		1,~~837~~691			1,~~893~~837
Noncurrent operating lease liabilities		4842,~~628~~451			3648,~~879~~628
Environmental liabilities		~~1,174~~763			21,~~563~~174
Net investment hedge liabilities		49113,~~542~~144			7249,~~589~~542
Other long-term liabilities		4664,~~193~~232			6546,~~507~~193
Total other liabilities	$	~~322~~367,~~299~~899		$	~~388~~322,~~072~~299

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Additional details on the trade receivables allowance for doubtful accounts, credits related to pricing or quantities shipped and early payment discounts for ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 are as follows:

	2024			2023			2022
	2025			2024			2023
Balance at beginning of year	$	11,~~080~~621		$	1011,~~939~~080		$	910,~~935~~939
Charged to expenses and other adjustments		21,~~187~~047			12,~~224~~187			1,~~794~~224
Write-offs		(~~1,071~~673	)		(1,~~522~~071	)		(~~851~~1,522	)
Foreign currency translation effect		(~~575~~73	)		~~439~~(575	)		61439
Balance at end of year	$	11,~~621~~922		$	11,~~080~~621		$	1011,~~939~~080

Statement of Comprehensive Income Information

The following tables provides details of total comprehensive income (loss):

November 29, 2025

Non-controlling

H.B. Fuller Stockholders

Interest

Pretax

Tax

Net

Net income attributable to H.B. Fuller and non-controlling interests

151,967

106

Other comprehensive income (loss)

Foreign currency translation adjustment¹

131,734

(1,319

)

Defined benefit pension plans adjustment²

29,160

(7,293

)

21,867

Interest rate swap³

(9,412

)

2,290

(7,122

)

Net investment hedges³

(63,602

)

15,473

(48,129

)

Other comprehensive income (loss)

87,880

10,470

98,350

(1,319

)

Comprehensive income (loss)

250,317

(1,213

)

	*November 30, 2024*
										*Non-controlling*
	*H.B. Fuller Stockholders*									*Interest*
	*Pretax*			*Tax*			*Net*			*Net*
Net income attributable to H.B. Fuller and non-controlling interests							$	130,256		$	139
Other comprehensive (loss) income
Foreign currency translation adjustment¹	$	(75,106	)		-			(75,106	)		342
Defined benefit pension plans adjustment²		50,875			(12,437	)		38,438			-
Interest rate swap³		(14,831	)		3,615			(11,216	)		-
Net investment hedges³		23,058			(5,689	)		17,369			-
Other comprehensive (loss) income	$	(16,004	)	$	(14,511	)	$	(30,515	)	$	342
Comprehensive income							$	99,741		$	481

	*December 2, 2023*
										*Non-controlling*
	*H.B. Fuller Stockholders*									*Interest*
	*Pretax*			*Tax*			*Net*			*Net*
Net income attributable to H.B. Fuller and non-controlling interests							$	144,906		$	82
Other comprehensive income
Foreign currency translation adjustment¹	$	17,320			-			17,320			2
Defined benefit pension plans adjustment²		1,554			(762	)		792			-
Interest rate swap³		5,932			(1,460	)		4,472			-
Net investment hedges³		(18,555	)		4,448			(14,107	)		-
Other comprehensive income	$	6,251		$	2,226		$	8,477		$	2
Comprehensive income							$	153,383		$	84

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	December 3, 2022
										Non-controlling
	H.B. Fuller Stockholders									Interest
	Pretax			Tax			Net			Net
Net income attributable to H.B. Fuller and non-controlling interests							$	180,313		$	94
Other comprehensive loss
Foreign currency translation adjustment1	$	(131,745	)		-			(131,745	)		(61	)
Defined benefit pension plans adjustment2		(18,881	)		3,818			(15,063	)		-
Interest rate swap3		13,148			(3,224	)		9,924			-
Other cash flow hedges3		(3,536	)		53			(3,483	)
Net investment hedges3		(54,040	)		13,297			(40,743	)		-
Other comprehensive loss	$	(195,054	)	$	13,944		$	(181,110	)	$	(61	)
Comprehensive income							$	(797	)	$	33

¹ Income taxes are not provided for foreign currency translation relating to indefinite investments in international subsidiaries.

2 ~~Loss~~Gain reclassified from accumulated other comprehensive loss into earnings as part of net periodic ~~cost~~benefit related to pension and other postretirement benefit plans is reported in cost of sales and SG&A expenses.

3 (Loss) gain reclassified from accumulated other comprehensive ~~loss~~ income into earnings is reported in other (expense) income, net.

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Statement of Total Equity Information

Components of accumulated other comprehensive ~~income~~ (loss) income are as follows:

November 29, 2025

Non-

H.B. Fuller

controlling

Total

Stockholders

Interests

Foreign currency translation adjustment

(189,131

)

(190,064

)

933

Defined benefit pension plans adjustment, net of taxes of $47,252

(67,164

)

(67,164

)

Interest rate swap, net of taxes of $4,459

(13,866

)

(13,866

)

Net investment hedges, net of taxes of $27,529

(85,610

)

(85,610

)

Reclassification of AOCI tax effects

(18,341

)

(18,341

)

Total accumulated other comprehensive (loss) income

(374,112

)

(375,045

)

933

	*November 30, 2024*
							*Non-*
				*H.B. Fuller*			*controlling*
	*Total*			*Stockholders*			*Interests*
Foreign currency translation adjustment	$	(322,184	)	$	(321,798	)	$	(386	)
Defined benefit pension plans adjustment, net of taxes of $54,545		(89,031	)		(89,031	)		-
Interest rate swap, net of taxes of $2,169		(6,744	)		(6,744	)		-
Net investment hedges, net of taxes of $12,056		(37,481	)		(37,481	)		-
Reclassification of AOCI tax effects		(18,341	)		(18,341	)		-
Total accumulated other comprehensive loss	$	(473,781	)	$	(473,395	)	$	(386	)

	*December 2, 2023*
							*Non-*
				*H.B. Fuller*			*controlling*
	*Total*			*Stockholders*			*Interests*
Foreign currency translation adjustment	$	(246,736	)	$	(246,692	)	$	(44	)
Defined benefit pension plans adjustment, net of taxes of $66,982		(127,469	)		(127,469	)		-
Interest rate swap, net of taxes of ($1,460)		4,472			4,472
Net investment hedges, net of taxes of $17,744		(54,850	)		(54,850	)		-
Reclassification of AOCI tax effects		(18,341	)		(18,341	)		-
Total accumulated other comprehensive loss	$	(442,924	)	$	(442,880	)	$	(44	)

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	December 3, 2022
							Non-
				H.B. Fuller			controlling
	Total			Stockholders			Interests
Foreign currency translation adjustment	$	(264,054	)	$	(264,012	)	$	(42	)
Defined benefit pension plans adjustment, net of taxes of $63,925		(128,261	)		(128,261	)		-
Interest rate swap, net of taxes of $3,224		(40,743	)		(40,743	)		-
Reclassification of AOCI tax effects		(18,341	)		(18,341	)		-
Total accumulated other comprehensive loss	$	(451,399	)	$	(451,357	)	$	(42	)

Note 5: Goodwill and Other Intangible Assets

Goodwill balances by reportable segment consisted of the following:

	Hygiene, Health						Building
	and Consumable			Engineering			~~Construction~~Adhesive
	Adhesives			Adhesives			~~Adhesives~~Solutions			~~Total~~
As of December 2, 2023	$	402,598		$	651,145		$	432,769		$	1,486,512
As of November 30, 2024	$	399,513		$	581,344		$	551,364
Acquisitions		190,~~674~~593			817,~~268~~517			~~5,813~~(860	)		~~88,755~~
Impairment		-			-			(32,079	)		(32,079	)
Foreign currency translation effect		27,657			21,246			1,685
Foreign currency translation effect		(4,759	)		(5,733	)		(475	)		(10,967	)
As of November 29, 2025	$	517,763		$	610,107		$	552,189
As of November 30, 2024	$	399,513		$	726,680		$	406,028		$	1,532,221

WeAs ~~evaluate~~discussed ~~our goodwill for impairment annually at the beginning of the fourth quarter or earlier upon the occurrence of substantive unfavorable changes~~ in ~~economic~~Note ~~conditions~~15, ~~industry trends~~Segments, ~~costs,~~as ~~cash~~of ~~flows, or ongoing declines in market capitalization. The quantitative impairment test requires judgment, including~~ the ~~identification~~beginning of ~~reporting units,~~ the ~~assignment~~fiscal ofyear ~~assets~~2025, ~~liabilities~~we ~~and~~reorganized ~~goodwill~~our tooperating ~~reporting~~segments ~~units,~~with ~~and~~ the ~~determination~~renamed ofBuilding Adhesive ~~fair~~Solutions ~~value~~segment, ofwhich ~~each~~includes ~~reporting~~all ~~unit. The impairment test requires the comparison~~ of the ~~fair~~former ~~value~~Construction ofAdhesives ~~each reporting unit with its carrying amount, including~~ goodwill. InA ~~performing~~portion ~~the impairment test, we determined the fair value~~ of ~~our reporting units through~~ the ~~income~~Engineering ~~approach~~Adhesives bygoodwill ~~using~~was ~~DCF~~reclassified ~~analyses. Determining fair value requires the Company~~ to ~~make judgments about appropriate discount rates, perpetual growth rates and~~ the Building ~~amount~~Adhesive ~~and~~Solutions ~~timing~~segment ~~of expected future cash flows. The cash flows employed in the DCF analysis for each reporting unit are~~ based on the ~~reporting~~relative ~~unit's~~fair ~~budget,~~value ~~long-term business plan~~approach. ~~and~~Prior ~~recent~~period ~~operating~~segment ~~performance.~~information ~~Discount~~has ~~rate~~been ~~assumptions~~recast ~~are~~retrospectively ~~based~~to onreflect ~~an assessment of~~ the ~~risk inherent in the future cash flows of the respective reporting unit and market conditions~~realignment. ~~Based on the analysis performed during the fourth quarter of 2024, there were no indications of impairment for any of our reporting units.~~

6245

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Balances of amortizable identifiable intangible assets, excluding goodwill and other non-amortizable intangible assets, are as follows:

	Purchased
	Technology			Customer
Amortizable Intangible Assets	and Patents			Relationships			Tradename			~~All Other~~Total			~~Total~~
As of November 30, 2024
As of November 29, 2025
Original cost	$	~~145~~232,~~313~~522		$	1998,~~063,210~~889		$	6781,~~280~~228		$	101,~~031~~312,639		$	~~1,285,834~~
Impairment		~~(343~~-	)		~~(5,616~~-	)		(~~150~~734	)		-(734	)		~~(6,109~~	)
Accumulated amortization		(5557,~~398~~778	)		(~~418~~414,~~805~~706	)		(2833,~~745~~554	)		(7506,~~012~~038	)		~~(509,960~~	)
Net identifiable intangibles	$	89174,~~572~~744		$	~~638~~584,~~789~~183		$	3846,~~385~~940		$	3805,~~019~~867		$	~~769,765~~
Weighted-average useful lives (in years)		1314			16			13			1316			16
As of December 2, 2023
As of November 30, 2024
Original cost	$	~~144~~155,~~763~~344		$	~~986~~1,~~470~~063,210		$	5867,~~484~~280		$	101,~~911~~285,834		$	~~1,200,628~~
Accumulated amortization		(59,631	)		(382,220	)		(23,099	)		(7,012	)		(471,962	)
Impairment		(343	)		(5,616	)		(150	)		(6,109	)
Net identifiable intangibles	$	85,132		$	604,250		$	35,385		$	3,899		$	728,666
Accumulated amortization		(62,410	)		(418,805	)		(28,745	)		(509,960	)
Weighted-average useful lives (in years)		13			16			13			13			16
Net identifiable intangibles	$	92,591		$	638,789		$	38,385		$	769,765
Weighted-average useful lives (in years)		13			16			13			16

Amortization expense with respect to amortizable intangible assets was $8386,~~656~~546, $7983,~~514~~656 and $7479,~~383~~514 in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. See Note 2 for further discussion of the impairment to assets held for sale.

Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets for the next five fiscal years are as follows:

Fiscal Year

~~2025~~2026

~~2026~~2027

~~2027~~2028

~~2028~~2029

~~2029~~2030

Thereafter

Amortization Expense

81102,~~437~~839

79103,~~468~~947

76105,~~752~~462

7799,~~519~~653

7574,~~088~~765

~~379~~319,~~501~~201

The above amortization expense forecast is an estimate. Actual amounts may change from such estimated amounts due to fluctuations in foreign currency exchange rates, additional intangible asset acquisitions, potential impairment, accelerated amortization or other events.

Non-amortizable intangible assets as of November 3029, ~~2024~~2025 and ~~December~~November 230, ~~2023~~2024 were $~~461~~0 and $~~474~~461, respectively, and relate to trademarks and trade names. The change in non-amortizable assets in ~~2024~~2025 compared to ~~2023~~2024 was due to ~~changes in foreign currency exchange rates~~impairment.

Note 6: Leases

As a lessee, the Company leases office, manufacturing and warehouse space, and equipment. Certain lease agreements include rental payments adjusted annually based on changes in an inflation index. Our leases do not contain material residual value guarantees or material restrictive covenants. Lease expense is recognized on a straight-line basis over the lease term. We determine if an arrangement is a lease upon inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used.

Operating lease and finance lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company’s incremental borrowing rate. We determine the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region.

Certain leases include one or more options to renew, with terms that can extend the lease term up to five years. We include options to renew the lease as part of the right-of-use lease asset and liability when it is reasonably certain we will exercise the option. In addition, certain leases contain termination options with an associated penalty. In general, the Company is not reasonably certain to exercise such options.

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For the measurement and classification of lease agreements, we group lease and non-lease components into a single lease component for all underlying asset classes. Variable lease payments primarily include payments for non-lease components, such as maintenance costs, payments for leased assets used beyond their non-cancelable lease term as adjusted for contractual options to terminate or renew, and payments for non-components such as sales tax. Certain leases contain immaterial variable lease payments based on usage.

The components of lease expense are as follows:

	November 30, 2024		December 2, 2023
	November 29, 2025		November 30, 2024
Operating net lease cost	$	1618,~~559~~582	$	1316,~~883~~559
Finance net lease cost:
Amortization of assets		1,~~698~~970		21,~~045~~698
Interest on lease liabilities		~~402~~448		~~1,077~~402
Variable net lease cost		1210,~~091~~535		812,~~554~~091
Total net lease cost	$	3031,~~750~~535	$	2530,~~559~~750

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Supplemental balance sheet information related to leases is as follows:

	Location on
	Balance Sheet	November 3029, ~~2024~~2025		~~December~~November 230, ~~2023~~2024
Operating leases:
Operating lease right-of-use assets	Other assets	$	6155,~~116~~743	$	4761,~~433~~116
Current operating lease liabilities	Other accrued expenses		1314,~~473~~702		1113,~~277~~473
Noncurrent operating lease liabilities	Other liabilities		4842,~~628~~451		3648,~~879~~628
Total operating lease liabilities		$	6257,~~101~~153	$	4862,~~156~~101
Finance leases:
Equipment right-of-use assets	Property, plant and equipment	$	98,~~183~~157	$	119,~~681~~183
Building right-of-use asset	Property, plant and equipment	$	-	$	14,230
Current obligations of finance leases	Other accrued expenses	$	1,939	$	1,908
Current obligations of finance leases	Other accrued expenses	$	1,908	$	16,184
Finance leases, net of current obligations	Other liabilities		6,570		7,600
Finance leases, net of current obligations	Other liabilities		7,600		6,534
Total finance lease liabilities		$	8,509	$	9,508
Total finance lease liabilities		$	9,508	$	22,718

As of November 3029, ~~2024~~2025, the weighted average remaining lease term is 7.6 .1 years and the weighted average discount rate is 45.84% for the Company's operating lease agreements. The weighted average remaining lease term is 65.6 9 years and the weighted average discount rate is 45.03% for the Company's finance lease agreements.

Supplemental information related to leases is as follows:

	November 30, 2024		December 2, 2023
	November 29, 2025		November 30, 2024
Cash paid amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1531,~~707~~122	$	1115,~~745~~707
Operating cash flows from finance leases		~~402~~448		~~1,077~~402
Financing cash flows from finance leases		162,~~089~~108		~~268~~16,089
Non-cash investing and financing activities
Additions to right-of-use assets obtained from:
New operating lease liabilities	$	2926,~~651~~175	$	2629,~~687~~651
New finance lease liabilities		31,~~282~~556		153,~~015~~282

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Maturities of lease liabilities are as follows:

	November 30, 2024
	November 29, 2025
Fiscal Year	Finance Leases			Operating Leases
2025	$	2,258		$	16,082
2026	$	2,424		$	16,421
2026		2,090			12,807
2027		2,112			14,599
2027		1,795			10,007
2028		1,591			9,642
2028		1,252			7,368
2029		1,042			6,915
2029		885			5,459
2030		698			5,215
2030 and beyond		2,507			22,548
2031 and beyond		1,909			14,671
Total		109,~~787~~776			7467,~~271~~463
Less: amounts representing interest		(1,~~279~~267	)		(1210,~~170~~310	)
Present value of future minimum payments		98,~~508~~509			6257,~~101~~153
Less: current obligations		(1,~~908~~939	)		(1314,~~473~~702	)
Noncurrent lease liabilities	$	76,~~600~~570		$	4842,~~628~~451

Note 7: Notes Payable, Long-Term Debt and Lines of Credit

Notes Payable

~~Notes~~We did not have any outstanding notes payable ~~were~~balance ~~$587~~at November 29, 2025 and a balance of $~~1,841~~587 at November 30, 2024 ~~and December 2, 2023, respectively~~. ~~This~~Notes ~~amount~~ payable primarily represents various foreign subsidiaries’ other short-term borrowings that were not part of committed lines. The weighted-average interest rate on short-term borrowings outstanding ~~at November 30, 2024~~ was ~~approximately~~ 1.35 percent ~~and was 10.75 percent and 16.2 percent~~ in ~~2023 and 2022 respectively~~2024. Fair values of these short-term obligations approximate their carrying values due to their short maturity. There were no funds drawn from the short-term committed lines at November 3029, ~~2024~~2025.

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Long-Term Debt

	Weighted-Average			Fiscal Year		Balance at			Balance at
	Interest Rate at			Maturity		November 3029,			~~December~~November 230,
Long-Term Debt	November 3029, ~~2024~~2025			Date		~~2024~~2025			~~2023~~2024
Revolving credit facility		65.1752	%		2028	$	-36,000		$	-
Term Loan A1		65.1752	%		2028		~~462~~431,~~500~~250			~~487~~462,500
Term Loan B2		65.5767	%		2030		~~989~~979,~~030~~146			~~796~~989,~~000~~030
Public Notes3		4.00	%		2027		300,000			300,000
Public Notes4		4.25	%		2028		300,000			300,000
Other, including debt issuance cost and discount							(4129,~~478~~459	)		(4641,~~910~~478	)
Total debt						$	2,~~010~~016,~~052~~937		$	12,~~836~~010,~~590~~052
Less: current maturities							-			-
Total long-term debt, excluding current maturities						$	2,~~010~~016,~~052~~937		$	12,~~836~~010,~~590~~052

1 Term Loan A, due on February 15, 2028, $500,000 variable rate at the Secured Overnight Financing Rate ("SOFR") plus an adjustment of 0.10 percent and an interest rate spread of 1.50 percent based on a leverage grid (65.1752 percent at November 3029, ~~2024~~2025).

2 Term Loan B, due on February 15, 2030, $994,000 variable rate at the SOFR plus 21.0075 percent with a SOFR floor of 0.50 percent (65.5767 percent at November 3029, ~~2024~~2025).

³ Public Notes, due February 15, 2027, $300,000 4.00 percent fixed.

⁴ Public Notes, due October 15, 2028, $300,000 4.25 percent fixed; swapped to a floating rate as detailed below.

65 On February 15, 2023, we entered into a credit agreement with a consortium of financial institutions (“Second Amended and Restated Credit Agreement”) which replaced our existing revolving credit agreement under the amended and restated revolving credit agreement dated October 20, 2020 and also replaced our secured term loan credit agreement dated October 20, 2017. The Second Amended and Restated Credit Agreement provides for a senior secured term loan A facility in an aggregate principal amount of $500,000 (“Term Loan A”), a senior secured term loan B facility in an aggregate principal amount of $800,000 (“Term Loan B”) and amendments to and extension of our existing senior secured revolving credit facility with an aggregate commitment in the amount of $700,000 (“Revolving Credit Facility”). A portion of the proceeds of the combined facilities, (the “Credit Facilities”) was used to pay off the existing term loan and revolver. Additionally, we wrote off $2,689 of debt issuance costs related to this payoff which was recorded in interest expense for the year ended December 2, 2023. The Credit Facilities are generally used to finance working capital needs and acquisitions, and for general corporate purposes. All of our obligations under the Credit Facilities are secured by a first-lien security interest in substantially all personal property and material real property of the Company and its material U.S. subsidiaries and are guaranteed by all of the Company’s material U.S. subsidiaries.

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On February 15, 2023, we entered into a credit agreement with a consortium of financial institutions (“Second Amended and Restated Credit Agreement”) which replaced our existing revolving credit agreement under the amended and restated revolving credit agreement dated October 20, 2020 and also replaced our secured term loan credit agreement dated October 20, 2017. The Second Amended and Restated Credit Agreement provides for a senior secured term loan A facility in an aggregate principal amount of $500,000 (“Term Loan A”), a senior secured term loan B facility in an aggregate principal amount of $800,000 (“Term Loan B”) and amendments to and extension of our existing senior secured revolving credit facility with an aggregate commitment in the amount of $700,000 (“Revolving Credit Facility”). A portion of the proceeds of the combined facilities, (the “Credit Facilities”) was used to pay off the existing term loan and revolver. Additionally, we wrote off $2,689 of debt issuance costs related to this payoff which was recorded in interest expense for the year ended December 2, 2023. The Credit Facilities will generally be used to finance working capital needs and acquisitions, and for general corporate purposes. All of our obligations under the Credit Facilities are secured by a first-lien security interest in substantially all personal property and material real property of the Company and its material U.S. subsidiaries, and are guaranteed by all of the Company’s material U.S. subsidiaries.

On March 4, 2024, we entered into a Refinancing and Incremental Amendment (the “Refinancing and Incremental Amendment”), which amended the Second Amended and Restated Credit Agreement. Pursuant to the Refinancing and Incremental Amendment under the Credit Agreement, the existing $794,000 principal amount of Term B loans (the “Amended TLB”) were refinanced and certain lenders to the Refinancing and Incremental Amendment made additional Term B loans to the Company in the principal amount of $200,000, thereby increasing the aggregate principal amount of the Amended TLB to $994,000. Furthermore, the interest rate margins applicable to the Amended TLB were decreased by 25 basis points (0.25% per annum) to 200 basis points for SOFR loans and 100 basis points for prime rate loans. The additional $200,000 of proceeds will be used to finance our working capital needs and for general corporate purposes, including permitted acquisitions. The maturity date of Term B loans remains unchanged. The commitment fee rates and interest rates applicable to the revolving credit facility and the Term Loan A facility remain unchanged.

On March 6, 2025, we entered into a Refinancing Amendment (the “Refinancing Amendment”), which amended the Second Amended and Restated Credit Agreement dated as of February 15, 2023, as previously amended. Pursuant to the Refinancing Amendment under the Credit Agreement, the outstanding $986,545 principal amount of Term B loans (the “Amended TLB”) were refinanced. Furthermore, the interest rate margins applicable to the Amended TLB were decreased by 25 basis points (0.25 percent per annum) to 175 basis points for SOFR loans and 75 basis points for prime rate loans. The maturity date of February 15, 2030 remains unchanged. The commitment fee rates and interest rates applicable to the revolving credit facility and the Term Loan A facility remain unchanged.

Term Loans

Interest on Term Loan A is payable at a rate of SOFR plus an adjustment of 0.10 percent and an interest rate spread of 1.50 percent (65.1752 percent at November 3029, ~~2024~~2025). The interest rate spread is based on a secured leverage grid. Term Loan A matures on February 15, 2028. At November 3029, ~~2024~~2025, a balance of $~~462~~431,~~500~~ 250 was outstanding on the Term Loan A. Interest on Term Loan B borrowings is payable at SOFR plus an interest rate spread of 21.0075 percent with a SOFR floor of 50 basis points (65.5767 percent at November 3029, ~~2024~~2025). Term Loan B matures on February 15, 2030. At November 3029, ~~2024~~2025, a balance of $~~989~~979,~~030~~146 was outstanding on the Term Loan B.

On January 12, 2023, we entered into an interest rate swap agreement to convert $400,000 of our variable rate 1-month LIBOR ~~rate~~ debt to a fixed rate of 3.6895 percent. On February 28, 2023, after entering into the Second Amended and Restated Credit Agreement, we amended the interest rate swap agreement to 1-month SOFR and a fixed rate of 3.7260 in accordance with the practical expedients included in ASC 848, Reference Rate Reform. See Note 12 for further discussion of this interest rate swap. On March 16, 2023, we entered into an interest rate swap agreement to convert $300,000 of our 1-month SOFR rate debt to a fixed rate of 3.7210 percent and to convert $100,000 of our 1-month SOFR rate debt to a fixed rate of 3.8990 percent. See Note 12 for further discussion of this interest rate swap.

Public Notes

On February 14, 2017, we issued $300,000 aggregate principal of 10-year unsecured public notes (“10-year Public Notes”) due February 15, 2027 with a fixed coupon of 4.00 percent. Proceeds from this debt issuance were used to repay $138,000 outstanding under the revolving credit facility at that time and prepay $158,750 of our Term Loan A under the credit agreement at that time.

On October 20, 2020, we issued $300,000 aggregate principal of 8-year unsecured public notes (“8-year Public Notes”) due October 15, 2028 with a fixed coupon of 4.25 percent. Proceeds from this debt issuance were used to prepay $300,000 of our Term Loan B at that time. On February 12, 2021, we entered into interest rate swap agreements to convert our 8-year Public Notes to a variable interest rate of 1-month LIBOR plus 3.28 percent. On June 30, 2023, 1-month LIBOR ceased to exist and the IBOR Fallbacks Protocol published by the International Swaps and Derivatives Association ("ISDA") took effect as outlined in the interest rate swap agreement. As a result, the interest rate swap agreement was converted to Overnight SOFR plus 3.28 percent. See Note 12 for further discussion of these interest rate swaps. 48

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On October 20, 2020, we issued $300,000 aggregate principal of 8-year unsecured public notes (“8-year Public Notes”) due October 15, 2028 with a fixed coupon of 4.25 percent. Proceeds from this debt issuance were used to prepay $300,000 of our Term Loan B at that time. On February 12, 2021, we entered into interest rate swap agreements to convert our 8-year Public Notes to a variable interest rate of 1-month LIBOR plus 3.28 percent. On June 30, 2023, 1-month LIBOR ceased to exist and the IBOR Fallbacks Protocol published by the International Swaps and Derivatives Association ("ISDA") took effect as outlined in the interest rate swap agreement. As a result, the interest rate swap agreement was converted to Overnight SOFR plus 3.28 percent. See Note 12 for further discussion of these interest rate swaps.

The Public Notes are senior unsecured obligations of the Company and will rank equally with the Company’s other unsecured and unsubordinated debt from time to time outstanding.

Fair Value of Long-Term Debt

Long-term debt had an estimated fair value of $2,~~015~~041,~~468~~062 and $12,~~785~~015,~~199~~468 as of November 3029, ~~2024~~2025 and ~~December~~November 230, ~~2023~~2024, respectively. The fair value of long-term debt is based on quoted market prices for the same or similar issues or on the current rates offered for debt of similar maturities. The estimated fair value of these long-term obligations is not necessarily indicative of the amount that would be realized in a current market exchange.

Long-term Debt Maturities

Maturities of long-term debt for the next five fiscal years are as follows:

Fiscal Year

~~2025~~2026

~~2026~~2027

~~2027~~2028

~~2028~~2029

~~2029~~2030

Thereafter

Long-term debt obligations

4147,~~190~~365

47353,~~440~~615

53695,~~690~~865

~~959~~9,~~940~~865

9939,~~940~~686

~~939,330~~-

Revolving Credit Facility

Interest on the Revolving Credit Facility is payable at SOFR plus an adjustment of 0.10 percent and an interest rate spread of 1.50 percent (65.1752 percent at November 3029, ~~2024~~2025). A facility fee of 20 basis points of the unused commitment under the Revolving Credit Facility is payable quarterly. The interest rate spread and the facility fee are based on a secured leverage grid. At November 3029, ~~2024~~2025, there was no $36,000 balance outstanding on the Revolving Credit Facility. The Revolving Credit Facility matures on February 15, 2028.

As of November 3029, ~~2024~~2025, amounts related to our revolving credit facility was as follows:

		Committed				Drawn				Unused
Revolving credit facility		$	700,000			$	-36,000			$	~~689~~664,~~682~~000

The secured, multi-currency revolving credit facility can be drawn upon for general corporate purposes up to a maximum of $700,000, less issued letters of credit. At November 3029, ~~2024~~2025, letters of credit reduced the available amount under the revolving credit facility by $1011,~~318~~362.

Covenants and Other

Under the Refinancing and Incremental Amendment, the Revolving Credit Facility and Term Loan A are subject to certain covenants and restrictions. For these facilities, we are required to maintain a secured leverage ratio, as defined in the agreement, no greater than 4.75 to 1.00 for our fiscal quarters ending on or prior to June 1, 2024 and then 4.50 to 1.00 thereafter. We are also required to maintain an interest coverage ratio of not less than 2.00 to 1.00.

Restrictive covenants include, but are not limited to, limitations on secured and unsecured borrowings, interest coverage, intercompany transfers and investments, third party investments, dispositions of assets, leases, liens, dividends and distributions, and contains a maximum total debt to trailing twelve months EBITDA requirement. Certain covenants become less restrictive after meeting leverage or other financial ratios. In addition, we cannot be a member of any consolidated group as defined for income tax purposes other than with our subsidiaries.

We are subject to mandatory prepayments in the first quarter of each fiscal year equal to 50 percent of Excess Cash Flow, as defined in the Refinancing and Incremental Amendment, of the prior fiscal year less any voluntary prepayments made during that fiscal year. The Excess Cash Flow Percentage shall be reduced to 25 percent when our Secured Leverage Ratio is below 4.25:1.00 and to 0 percent when our Secured Leverage Ratio is below 3.75:1.00.

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The principal balance of the Term Loan B loans will be repayable in equal quarterly installments in an aggregate annual amount equal to 1 percent of the original principal amount thereof, with the balance due at maturity on February 15, 2030. The principal balance of the Term Loan A loans will be repayable in quarterly installments as follows: (i) with respect to the first eight fiscal quarters ended after the effective date of the Second Amended and Restated Credit Agreement, 1.25 percent of the aggregate principal amount of the original principal of the Term Loan A loans, (ii) with respect to the eight fiscal quarters ended after the end of the period set forth in the preceding clause (i), 1.875 percent of the aggregate principal amount of the original principal amount of the Term Loan A loans, and (iii) thereafter, 2.5 percent of the original principal amount of the Term Loan A loans, with the balance due at maturity on February 15, 2028.

The Indenture under which the Public Notes have been issued contains covenants imposing certain limitations on the ability of the Company to incur liens or enter into sales and leaseback transactions. It also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include among other things nonpayment, breach of covenants in the Indenture and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to the Public Notes, the Trustee or holders of at least 25% in principal amount outstanding of the Public Notes may declare the principal and the accrued and unpaid interest, if any, on all of the outstanding Public Notes to be due and payable. These covenants and events of default are subject to a number of important qualifications, limitations and exceptions that are described in the Indenture.

As of November 3029, ~~2024~~2025, we were in compliance with all covenants of our contractual obligations for outstanding indebtedness.

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Note 8: Stockholders' Equity

Preferred Stock

The Board of Directors is authorized to issue up to 10,045,900 shares of preferred stock that may be issued in one or more series and with such stated value and terms as the Board of Directors may determine.

Common Stock

There were 160,000,000 shares of common stock with a par value of $1.00 authorized and 54,~~657~~174,~~103~~963 and 54,~~092~~657,~~987~~103 shares issued and outstanding at November 3029, ~~2024~~2025 and ~~December~~November 230, ~~2023~~2024, respectively.

On April 22 , 2022, the Board of Directors authorized a share repurchase program of up to $300,000 of our outstanding common shares for a period of up to five years. Under the program, we are authorized to repurchase shares for cash on the open market, from time to time, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. The timing of such repurchases is dependent on price, market conditions and applicable regulatory requirements. Upon repurchase of the shares, we reduce our common stock for the par value of the shares with the excess being applied against additional paid-in capital. We repurchased shares under this program with an aggregate value of $56,930 during 2025 and $31,811 during 2024. We We did not repurchase any shares during 2023 ~~and 2022~~ under our share repurchase program. Up to $~~268~~211,000 of our outstanding common shares may still be repurchased under the current share repurchase program.

Common Shares Outstanding

~~2024~~2025

~~2023~~2024

~~2022~~2023

Beginning balance

54,~~092~~657,~~987~~103

5354,~~676~~092,~~576~~987

5253,~~777~~676,~~753~~576

Stock options exercised

~~746~~276,~~892~~377

~~314~~746,~~832~~892

~~657~~314,~~789~~832

Deferred compensation paid

2094,~~691~~190

~~102~~20,~~108~~691

~~118~~102,~~429~~108

Restricted units vested

~~297~~181,~~035~~058

~~113~~297,~~339~~035

~~172~~113,~~474~~339

Shares withheld for taxes

(9356,~~102~~228

)

(~~113~~93,~~868~~102

)

(49113,~~869~~868

)

Share repurchases

(~~407~~977,~~400~~537

)

-(407,400

)

Ending balance

54,~~657~~174,~~103~~963

54,~~092~~657,~~987~~103

5354,~~676~~092,~~576~~987

Dividends declared per common share were $0.~~856~~928 and $0.~~805~~ 856 for the year ended November 3029, ~~2024~~2025 and ~~December~~November 230, ~~2023~~2024, respectively.

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Note 9: Accounting for Share-Based Compensation

Overview

We have various share-based compensation programs, which provide for equity awards including non-qualified stock options, incentive stock options, restricted stock units, performance awards and deferred compensation. These equity awards fall under several plans and are described below.

Share-based Compensation Plans

We currently grant stock options and restricted stock units under equity compensation and deferred compensation plans.

Stock options are granted to officers and key employees at prices not less than the fair market value at the date of grant. Non-qualified stock options are generally exercisable beginning one year from the date of grant in cumulative yearly amounts of 33.3 percent. Incentive stock options are based on certain performance-based criteria and are generally exercisable at a stated date when the performance criteria is measured. Stock options generally have a contractual term of 10 years. Options exercised represent newly issued shares.

Restricted stock awards are nonvested stock-based awards that include grants of restricted stock units. Restricted stock awards are independent of option grants and are subject to forfeiture if employment terminates prior to the release of the restrictions. Time-based restricted stock awards generally vest beginning one year from the date of grant or 33.3 percent per year for three years, depending on the grant. Performance-based restricted stock awards vest three years from the date of grant. During the vesting period, ownership of the shares cannot be transferred.

Restricted stock units have dividend equivalent rights equal to the cash dividend paid on restricted stock shares. However, restricted stock units do not have voting rights of common stock and are not considered issued and outstanding upon grant. Restricted stock units become newly issued shares when vested. The dividend equivalent rights for restricted stock units are forfeitable.

We expense the cost, which is the grant date fair market value, of the restricted stock units ratably over the period during which the restrictions lapse. The grant date fair value is our closing stock price on the date of grant.

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We are required to recognize compensation expense when an employee is eligible to retire. We consider employees eligible to retire at age 55 and after 10 years of service. Awards granted to retirement-eligible employees are forfeited if the retirement-eligible employees retire prior to 180 days after the grant. Accordingly, the related compensation expense is recognized during the 180 day period for awards granted to retirement-eligible employees or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period.

2020 Master Incentive Plan

This plan allows for granting of awards to any employee, officer, non-employee director, consultant, independent contractor or advisor providing services to us or any of our affiliates, or any person to whom an offer of employment or engagement with us or any of our affiliates has been made. The plan permits granting of (a) stock options; (b) stock appreciation rights; (c) restricted stock and restricted stock units; (d) performance awards; (e) dividend equivalents; (f) other awards based on our common stock, including shares for amounts employees or non-employee directors deferred under the deferred compensation plans. There were 24,~~854~~122,~~679~~870 common shares available for grant as of November 3029, ~~2024~~2025.

2018 Master Incentive Plan

This plan allows for granting of awards to employees. The plan permits granting of (a) stock options; (b) stock appreciation rights; (c) restricted stock and restricted stock units; (d) performance awards; (e) dividend equivalents; (f) other awards based on our common stock, including shares for amounts employees deferred under the Key Employee Deferred Compensation Plan.

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Year 2016 Master Incentive Plan

This plan allows for granting of awards to employees. The plan permits granting of (a) stock options; (b) stock appreciation rights; (c) restricted stock awards; (d) performance awards; (e) dividend equivalents; and (f) other awards based on our common stock, including shares for amounts employees deferred under the Key Employee Deferred Compensation Plan.

2009 Directors’ Stock Incentive Plan

This plan permits granting of (a) shares for amounts non-employee directors defer under the Directors’ Deferred Compensation Plan and (b) discretionary grants of restricted stock, stock options, stock appreciation rights, performance awards and other stock awards.

Directors' Deferred Compensation Plan

This plan allows non-employee directors to defer all or a portion of their retainer and meeting fees in a number of investment choices, including units representing shares of our common stock. We provide a 10 percent match on deferred compensation invested in these units. These units are required to be paid out in our common stock.

Key Employee Deferred Compensation Plan

This plan allows key employees to defer a portion of their eligible compensation in a number of investment choices, including units representing shares of Company common stock. We provide a 10 percent match on deferred compensation invested in these units.

Grant-Date Fair Value

We use the Black-Scholes option-pricing model to calculate the grant-date fair value of stock option awards. The fair value of options granted during ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 were calculated using the following assumptions:

	2024			2023			2022
	2025			2024			2023
Expected life (in years)		5.86			5.0086			5.00
Weighted-average expected volatility		3534.1224	%		35.2812	%		~~33.~~35.28	%
Expected volatility range		3328.8872-3534.1429	%		3533.0988-35.6914	%		3335.3309-3435.3469	%
Risk-free interest rate		3.7381-4.5840	%		3.4873-4.7258	%		13.5348-4.0672	%
Weighted-average expected dividend		1.1347	%		1.2013	%		01.9520	%
Expected dividend yield range		1.0347-1.1972	%		1.1303-1.2219	%		01.9413-1.2322	%
Weighted-average fair value of grants	$	2822.0731		$	2228.4107		$	2022.9141

Expected life – We use historical employee exercise and option expiration data to estimate the expected life assumption for the Black-Scholes grant-date valuation. We believe that this historical data is currently the best estimate of the expected term of a new option. We use a weighted-average expected life for all awards.

Expected volatility – Volatility is calculated using our stock’s historical volatility for the same period of time as the expected life. We have no reason to believe that its future volatility will differ from the past.

Risk-free interest rate – The rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the same period of time as the expected life.

Expected dividend yield – The calculation is based on the total expected annual dividend payout divided by the closing stock price on the date of grant.

~~Expense~~ 51

We use the straight-line attribution method to recognize share-based compensation expense for option awards and restricted stock units with graded and cliff vesting. Incentive stock options and performance awards are based on certain performance-based metrics and the expense is adjusted quarterly, based on our projections of the achievement of those metrics. The amount of share-based compensation expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The expense is recognized over the requisite service period, which for us is the period between the grant date and the earlier of the award’s stated vesting term or the date the employee is eligible for early vesting based on the terms of the plans.

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~~Total share-based compensation expense was $21,914, $19,911 and $24,368 for 2024, 2023 and 2022, respectively. All share-based compensation was recorded as SG&A expense.~~Expense

AsWe ~~of November~~use ~~30,~~the ~~2024,~~straight-line ~~$9,499 of~~attribution ~~unrecognized~~method to recognize share-based compensation ~~costs~~expense ~~related~~for tooption ~~unvested~~awards and restricted stock ~~option~~units. Incentive stock options and performance awards are based on certain performance-based metrics and the expense is ~~expected~~adjusted toquarterly, bebased ~~recognized~~on ~~over~~our aprojections ~~weighted-average~~of ~~period~~the achievement of 1those metrics.~~1 years.~~ ~~Unrecognized~~The amount of share-based compensation ~~costs~~expense ~~related~~recognized toduring ~~unvested~~a ~~restricted~~period ~~stock~~is ~~units~~based ~~was~~on ~~$9,944 which~~the isvalue of the portion of the awards that are ultimately expected to bevest. The expense is recognized over athe ~~weighted-average~~requisite service period, which for us is the period between the grant date and the earlier of 0the award’s stated vesting term or the date the employee is eligible for early vesting based on the terms of the plans.~~9 years.~~

Total share-based compensation expense was $22,055, $21,914 and $19,911 for 2025, 2024 and 2023, respectively. All share-based compensation was recorded as SG&A expense.

As of November 29, 2025, $9,891 of unrecognized compensation costs related to unvested stock option awards is expected to be recognized over a weighted-average period of 1.1 years. Unrecognized compensation costs related to unvested restricted stock units was $9,866 which is expected to be recognized over a weighted-average period of 1.0 years.

Stock Option Activity

The stock option activity for the years ended November 3029, ~~2024~~2025, ~~December~~November 230, ~~2023~~2024, and December 32, ~~2022~~2023 is summarized below:

				Weighted-
				Average
	Options			Exercise Price
Outstanding at November 27, 2021		4,972,392		$	47.45
Outstanding at December 3, 2022		4,823,070		$	50.42
Granted		549,458			72.75
Exercised		(657,789	)		45.79
Forfeited or cancelled		(40,991	)		61.31
Outstanding at December 3, 2022		4,823,070			50.42
Granted		471,975			68.27
Exercised		(314,832	)		46.43
Forfeited or cancelled		(38,328	)		63.52
Outstanding at December 2, 2023		4,941,885			52.28
Granted		470,748			77.77
Exercised		(746,892	)		48.10
Forfeited or cancelled		(60,637	)		64.07
Outstanding at November 30, 2024		4,605,104			55.40
Granted		564,318			64.13
Exercised		(276,377	)		35.63
Forfeited or cancelled		(58,882	)		69.62
Outstanding at November 29, 2025		4,834,163			57.38

The fair value of options granted during ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 was $1312,~~214~~587, $1013,~~577~~ 214 and $510,~~400~~577, respectively. Total intrinsic value of options exercised during ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 was $256,~~258~~855, $825,~~015~~258 and $168,~~877~~015, respectively. For options outstanding at November 3029, ~~2024~~2025, the weighted-average remaining contractual life was 54.3 9 years and the aggregate intrinsic value was $9927,~~352~~053. There were 3,~~756~~904,~~728~~ 816 options exercisable at November 3029, ~~2024~~2025, with a weighted-average remaining contractual life of 4.6 2 years and an aggregate intrinsic value of $9627,~~416~~031. Intrinsic value is the difference between our closing stock price on the respective trading day and the exercise price, multiplied by the number of options exercised. Proceeds received from option exercises during the year ended November 3029, ~~2024~~2025, ~~December~~November 230, ~~2023~~2024, and December 32, ~~2022~~2023 were $359,~~927~~848, $1435,~~619~~927 and $3014,~~122~~619, respectively. The Company’s actual tax benefits realized for the tax deductions related to the exercise of stock options for ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 was $62,~~114~~037, $16,~~885~~114 and $31,~~687~~885, respectively.

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Restricted Stock Unit Activity

The nonvested restricted stock unit activity for the years ended November 3029, ~~2024~~2025, ~~December~~November 230, ~~2023~~2024, and December 32, ~~2022~~2023 is summarized below:

						Weighted-
				Weighted-		Average
				Average		Remaining
				Grant		Contractual
				Date Fair		Life
	Units			Value		(in Years)
Nonvested at November 27, 2021		552,365		$	50.63		1.9
Nonvested at December 3, 2022		491,120		$	58.98		0.7
Granted		179,603			67.92
Vested		(172,474	)		46.74
Forfeited		(68,374	)		45.83
Nonvested at December 3, 2022		491,120			58.98		0.7
Granted		187,185			63.32
Vested		(113,339	)		53.83
Forfeited		(36,276	)		44.48
Nonvested at December 2, 2023		528,690			62.61		0.7
Granted		194,689			73.34
Vested		(297,035	)		57.32
Forfeited		(15,603	)		70.61
Nonvested at November 30, 2024		410,741			71.21		0.9
Granted		225,227			60.95
Vested		(181,058	)		70.82
Forfeited		(15,509	)		67.10
Nonvested at November 29, 2025		439,401			66.25		1.0

Total fair value of restricted stock units vested during 2024, 2023, and 2022 was $17,027, $6,101 and $8,062, respectively. The total fair value of nonvested restricted stock at November 30, 2024 was $29,250. 52

We indirectly repurchased 100,560, 37,715 and 55,081 shares during 2024, 2023 and 2022, respectively, through a net-settlement feature in connection with the statutory minimum tax withholding related to vesting of restricted stock. The Company’s actual tax benefits realized for the tax deductions related to the restricted stock vested for 2024, 2023 and 2022 was $4,237, $1,396 and $2,569, respectively.

Deferred Compensation Activity

Deferred compensation units are fully vested at the date of contribution. The deferred compensation units outstanding for the years ended November 30, 2024, December 2, 2023, and December 3, 2022 is summarized below:

	Non-employee
	Directors			Employees			Total
Units outstanding November 27, 2021		468,524			48,361			516,885
Participant contributions		89,054			12,985			102,039
Company match contributions1		26,843			1,299			28,142
Payouts		(118,429	)		(6,073	)		(124,502	)
Units outstanding December 3, 2022		465,992			56,572			522,564
Participant contributions		13,187			12,219			25,406
Company match contributions1		18,899			1,222			20,121
Payouts		(102,108	)		(6,826	)		(108,934	)
Units outstanding December 2, 2023		395,970			63,187			459,157
Participant contributions		13,103			9,309			22,412
Company match contributions1		15,236			931			16,167
Payouts		(20,691	)		(8,357	)		(29,048	)
Units outstanding November 30, 2024		403,618			65,070			468,688

1 The non-employee directors’ company match includes 13,926, 17,580 and 17,937 deferred compensation units paid as discretionary awards to all non-employee directors in 2024, 2023 and 2022, respectively.

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~~The~~Total fair value of ~~non-employee~~restricted ~~directors’~~stock ~~company~~units ~~matches~~vested ~~for 2024~~during 2025, ~~2023 and 2022 was $182~~2024, ~~$172~~ and 2023 ~~$172, respectively. The fair value of the non-employee directors’ discretionary award~~ was $112,~~200~~822, $117,~~200~~ 027 and $16,~~080 for 2024~~101, ~~2023~~ ~~and 2022,~~ respectively. The total fair value of ~~employee~~nonvested ~~company~~restricted ~~matches~~stock ~~was~~at November ~~$78~~29, ~~$79~~2025 ~~and~~was $~~86 for 2024~~29, ~~2023 and 2022, respectively~~110.

We indirectly repurchased 57,115, 100,560 and 37,715 shares during 2025, 2024 and 2023, respectively, through a net-settlement feature in connection with the statutory minimum tax withholding related to vesting of restricted stock. The Company’s actual tax benefits realized for the tax deductions related to the restricted stock vested for 2025, 2024 and 2023 was $2,793, $4,237 and $1,396, respectively.

Deferred Compensation Activity

Deferred compensation units are fully vested at the date of contribution. The deferred compensation units outstanding for the years ended November 29, 2025, November 30, 2024, and December 2, 2023 is summarized below:

	*Non-employee*
	*Directors*			*Employees*			*Total*
Units outstanding December 3, 2022		465,992			56,572			522,564
Participant contributions		13,187			12,219			25,406
Company match contributions¹		18,899			1,222			20,121
Payouts		(102,108	)		(6,826	)		(108,934	)
Units outstanding December 2, 2023		395,970			63,187			459,157
Participant contributions		13,103			9,309			22,412
Company match contributions¹		15,236			931			16,167
Payouts		(20,691	)		(8,357	)		(29,048	)
Units outstanding November 30, 2024		403,618			65,070			468,688
Participant contributions		18,296			15,917			34,213
Company match contributions¹		20,961			1,592			22,553
Payouts		(87,775	)		(6,415	)		(94,190	)
Units outstanding November 29, 2025		355,100			76,164			431,264

¹ The non-employee directors’ company match includes 19,132, 13,926 and 17,580 deferred compensation units paid as discretionary awards to all non-employee directors in 2025, 2024 and 2023, respectively.

The fair value of non-employee directors’ company matches for 2025, 2024 and 2023 was $181, $182 and $172, respectively. The fair value of the non-employee directors’ discretionary award was $1,155, $1,200 and $1,200 for 2025, 2024 and 2023, respectively. The fair value of employee company matches was $97, $78 and $79 for 2025, 2024 and 2023, respectively.

Note 10: Pension and Postretirement Benefits

Defined Contribution Plan

All U.S. employees have the option of contributing up to 75 percent of their pre-tax earnings to a 401(k) plan, subject to IRS limitations. We match up to the first 4 percent of each employee's pre-tax earnings, based on the employee’s contributions. All U.S. employees are eligible for a separate annual non-discretionary retirement contribution to the 401(k) plan of 1 percent of pay, that is invested based on the election of the individual participant. The 1 percent contribution is in addition to our 4 percent matching contribution described above and is in lieu of participation in our defined benefit pension plan. The total contribution to the 401(k) plan for ~~2024~~2025 was $1516,~~590~~537 which included the cost of the 4 percent company match of $10,~~070~~389 and the additional 1 percent contribution of $56,~~520~~148. The total contributions to the 401(k) plan were $1415,~~221~~ 590 and $1214,~~113~~221 in ~~2023~~2024 and ~~2022~~2023, respectively.

All U.S. employees are eligible to receive an annual discretionary non-elective contribution to the 401(k) plan of up to 3 percent based on achieving the Company’s earnings per share target. This discretionary contribution is in addition to the contributions described above. There was $2,819 accrued for a discretionary non-elective contribution for 2025 and no discretionary non-elective contribution for 2024 ~~and 2023~~.

The defined contribution plan liability recorded in the Consolidated Balance Sheets was $1113,~~992~~011 and $11,~~626~~992 in ~~2024~~2025 and ~~2023~~2024, respectively, for the U.S. Plan and several statutorily required non-U.S. Plans.

Defined Benefit Plans

Noncontributory defined benefit pension plans cover all U.S. employees employed prior to January 1, 2007. Benefits for these plans are based primarily on each employee’s years of service and average compensation. During 2011, we made significant changes to our U.S. pension plan. The changes included: benefits under the plan were locked-in using service and salary as of May 31, 2011, participants no longer earn benefits for future service and salary as they had in the past, affected participants receive a three percent increase to the locked-in benefit for every year they continue to work for us and we are making a retirement contribution of three percent of eligible compensation to the 401(k) Plan for those participants. The funding policy is consistent with the funding requirements of federal law and regulations. Plan assets consist principally of listed equity securities and bonds. Other U.S. postretirement benefits are funded through a Voluntary Employees' Beneficiaries Association Trust.

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Health care and life insurance benefits are provided for eligible retired employees and their eligible dependents. These benefits are provided through various insurance companies and health care providers. Costs are accrued during the years the employee renders the necessary service.

Certain non-U.S. subsidiaries provide pension benefits for their employees consistent with local practices and regulations. These plans are primarily defined benefit plans covering substantially all employees upon completion of a specified period of service. Benefits for these plans are generally based on years of service and annual compensation.

Following is a reconciliation of the beginning and ending balances of the benefit obligation and fair value of plan assets as of November 3029, ~~2024~~2025 and ~~December~~November 230, ~~2023~~2024:

	Pension Benefits												Other Postretirement
	U.S. Plans						Non-U.S. Plans						Benefits
	2024			2023			2024			2023			2024			2023
	2025			2024			2025			2024			2025			2024
Change in projected benefit obligation
Benefit obligation at beginning of year	$	~~255~~258,~~390~~810		$	~~269~~255,~~874~~390		$	~~146~~148,~~796~~310		$	~~154~~146,~~850~~796		$	2220,~~133~~850		$	2422,~~173~~133
Acquisitions		-			-			~~951~~-			-951			-			-
Service cost		-			-			1,~~538~~572			1,~~670~~538			-			-
Interest cost		1312,~~855~~968			13,~~901~~855			6,~~215~~083			56,~~726~~215			~~1,166~~995			1,~~205~~166
Participant contributions		-			-			-			-			~~252~~358			~~232~~252
Actuarial gain1		10,747			(7,298	)		3,391			(12,435	)		(125	)		(611	)
Actuarial gain (loss)1		1,391			10,747			(11,028	)		3,391			(404	)		(125	)
Plan amendments		-			-			~~497~~-			-497			-			-
Settlement payments		-			(141	)		-			(252	)		-			-
Benefits paid		(21,509	)		(21,182	)		(8,883	)		(8,526	)		(2,556	)		(2,576	)
Benefits paid		(21,182	)		(20,946	)		(8,526	)		(7,663	)		(2,576	)		(2,866	)
Foreign currency translation effect		-			-			10,694			(2,552	)		-			-
Foreign currency translation effect		-			-			(2,552	)		4,900			-			-
Benefit obligation at end of year		251,660			258,810			146,748			148,310			19,243			20,850
Benefit obligation at end of year		258,810			255,390			148,310			146,796			20,850			22,133
Change in plan assets
Fair value of plan assets at beginning of year		~~319~~349,~~738~~024			~~326~~319,~~786~~738			~~134~~135,~~622~~567			~~141~~134,~~908~~622			~~133~~175,~~453~~375			~~120~~133,~~782~~453
Acquisitions		-			-			~~615~~-			-615			-			-
Actual return on plan assets		4936,~~271~~214			1249,~~811~~271			91,~~189~~649			(59,~~545~~189	)		4423,~~160~~737			1544,160
Employer contributions		1,~~197~~316			1,~~228~~197			1,~~624~~818			1,~~744~~624			85132			~~145~~85
Participant contributions		-			-			-			-			~~252~~318			~~232~~252
Settlement payments		-			(141	)		-			-			-			-
Benefits paid2		(21,509	)		(21,182	)		(8,883	)		(8,526	)		(2,350	)		(2,575	)
Benefits paid2		(21,182	)		(20,946	)		(8,526	)		(7,663	)		(2,575	)		(2,866	)
Foreign currency translation effect		-			-			9,513			(1,957	)		-			-
Foreign currency translation effect		-			-			(1,957	)		4,178			-			-
Fair value of plan assets at end of year		365,045			349,024			139,664			135,567			197,212			175,375
Fair value of plan assets at end of year		349,024			319,738			135,567			134,622			175,375			133,453
Plan assets in excess of (less than) benefit obligation as of year end	$	113,385		$	90,214		$	(7,084	)	$	(12,743	)	$	177,969		$	154,525
Plan assets in excess of (less than) benefit obligation as of year end	$	90,214		$	64,348		$	(12,743	)	$	(12,174	)	$	154,525		$	111,320

1 Actuarial gain (loss) in ~~2024~~2025 for the U.S. Plans and ~~2023~~the Non-U.S. Plans are due to both assumption changes and plan experience. Actuarial gain (loss) in 2024 for the U.S. Plans is primarily due to assumption changes. Actuarial gain in 2024 ~~and 2023~~ for the Non-U.S. Plans are due to both assumption changes and plan experience.

² Amount excludes benefit payments made from sources other than plan assets.

Amounts in accumulated other comprehensive income (loss) that have not been recognized as components of net periodic benefit cost	*Pension Benefits*								*Other Postretirement*
	*U.S. Plans*				*Non-U.S. Plans*				*Benefits*
	*2025*		*2024*		*2025*		*2024*		*2025*			*2024*
Unrecognized actuarial loss (gain)	$	106,815	$	126,583	$	41,923	$	47,595	$	(48,628	)	$	(47,532	)
Unrecognized prior service cost		-		-		1,570		1,600		-			-
Ending balance	$	106,815	$	126,583	$	43,493	$	49,195	$	(48,628	)	$	(47,532	)

	*Pension Benefits*												*Other Postretirement*
	*U.S. Plans*						*Non-U.S. Plans*						*Benefits*
	*2025*			*2024*			*2025*			*2024*			*2025*			*2024*
Statement of financial position as of fiscal year-end
Non-current assets	$	125,040		$	102,637		$	21,597		$	16,846		$	179,861		$	156,576
Accrued benefit cost
Current liabilities		(1,206	)		(1,239	)		(1,571	)		(1,443	)		(201	)		(214	)
Non-current liabilities		(10,449	)		(11,184	)		(27,111	)		(28,146	)		(1,691	)		(1,837	)
Ending balance	$	113,385		$	90,214		$	(7,085	)	$	(12,743	)	$	177,969		$	154,525

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Amounts in accumulated other comprehensive income (loss) that have not been recognized as components of net periodic benefit cost	Pension Benefits								Other Postretirement
	U.S. Plans				Non-U.S. Plans				Benefits
	2024		2023		2024		2023		2024			2023
Unrecognized actuarial loss (gain)	$	126,583	$	143,522	$	47,595	$	49,128	$	(47,532	)	$	(14,442	)
Unrecognized prior service cost		-		-		1,600		1,196		-			-
Ending balance	$	126,583	$	143,522	$	49,195	$	50,324	$	(47,532	)	$	(14,442	)

The accumulated benefit obligation of the U.S. pension and other postretirement plans was $267,388 at November 29, 2025 and $275,599 at November 30, 2024. The accumulated benefit obligation of the non-U.S. pension plans was $142,034 at November 29, 2025 and $142,503 at November 30, 2024.

	Pension Benefits												Other Postretirement
	U.S. Plans						Non-U.S. Plans						Benefits
	2024			2023			2024			2023			2024			2023
Statement of financial position as of fiscal year-end
Non-current assets	$	102,637		$	76,677		$	16,846		$	15,635		$	156,576		$	113,431
Accrued benefit cost
Current liabilities		(1,239	)		(1,239	)		(1,443	)		(1,464	)		(214	)		(218	)
Non-current liabilities		(11,184	)		(11,089	)		(28,146	)		(26,345	)		(1,837	)		(1,893	)
Ending balance	$	90,214		$	64,349		$	(12,743	)	$	(12,174	)	$	154,525		$	111,320

The following amounts relate to pension plans with accumulated benefit obligations in excess of plan assets as of November 29, 2025 and November 30, 2024:

The accumulated benefit obligation of the U.S. pension and other postretirement plans was $275,599 at November 30, 2024 and $273,197 at December 2, 2023. The accumulated benefit obligation of the non-U.S. pension plans was $142,503 at November 30, 2024 and $141,402 at December 2, 2023.

	*Pension Benefits and Other Postretirement Benefits*
	*U.S. Plans*				*Non-U.S. Plans*
	*2025*		*2024*		*2025*		*2024*
Accumulated benefit obligation	$	11,655	$	12,423	$	37,180	$	36,809
Fair value of plan assets		-		-		10,995		10,046

The following amounts relate to pension plans with ~~accumulated~~projected benefit obligations in excess of plan assets as of November 3029, ~~2024~~2025 and ~~December~~November 230, ~~2023~~2024:

	Pension Benefits and Other Postretirement Benefits
	U.S. Plans				Non-U.S. Plans
	2024		2023		2024		2023
	2025		2024		2025		2024
Accumulated benefit obligation	$	12,423	$	12,329	$	36,809	$	35,034
Projected benefit obligation	$	11,655	$	12,423	$	39,677	$	39,635
Fair value of plan assets		-		-	$	10,~~046~~995		910,~~700~~046

The following amounts relate to pension plans with projected benefit obligations in excess of plan assets as of November 30, 2024 and December 2, 2023:

	Pension Benefits and Other Postretirement Benefits
	U.S. Plans				Non-U.S. Plans
	2024		2023		2024		2023
Projected benefit obligation	$	12,423	$	12,329	$	39,635	$	37,510
Fair value of plan assets		-		-	$	10,046		9,700

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Information about the expected cash flows is as follows:

	Pension Benefits				Other
			Non-U.S.		Postretirement
	U.S. Plans		Plans		Benefits
Employer contributions
2025	$	-	$	-	$	-
2026	$	-	$	-	$	-
Expected benefit payments
2025		21,474		8,332		2,606
2026		21,368		9,280		2,458
2026		21,376		8,573		2,491
2027		21,258		9,612		2,313
2027		21,267		8,897		2,338
2028		21,212		9,313		2,170
2028		21,215		8,634		2,210
2029		20,897		9,639		2,036
2029- 2034		119,274		53,638		10,424
2030- 2035		116,239		57,380		9,436

The components of our net period defined benefit pension and postretirement benefit plan costs other than service cost are presented asin non-operating expenses and service cost is presented in operating expenses.

Components of net periodic benefit cost and other supplemental information for the years ended November 3029, ~~2024~~2025, ~~December~~November 230, ~~2023~~2024, and December 32, ~~2022~~2023 are as follows:

	Pension Benefits																		Other
	U.S. Plans									Non-U.S. Plans									Postretirement Benefits
Net periodic cost (benefit)	~~2024~~2025			~~2023~~2024			~~2022~~2023			~~2024~~2025			~~2023~~2024			~~2022~~2023			~~2024~~2025			~~2023~~2024			~~2022~~2023
Service cost	$	-		$	-		$	-		$	1,~~538~~572		$	1,~~670~~538		$	21,~~765~~670		$	-		$	-		$	-
Interest cost		1312,~~855~~968			13,~~901~~855			913,~~653~~901			6,~~215~~083			56,~~726~~215			25,~~893~~726			~~1,166~~995			1,~~205~~166			~~748~~1,205
Expected return on assets		(2622,~~220~~868	)		(2826,~~821~~220	)		(2928,~~018~~821	)		(6,~~587~~861	)		(76,~~027~~587	)		(67,~~465~~027	)		(1013,~~909~~936	)		(910,~~859~~909	)		(119,~~084~~859	)
Amortization:
Prior service (benefit) cost		-			-			(3	)		84			62			63			-			-			-
Prior service cost		-			-			-			116			84			62			-			-			-
Actuarial loss (gain)		47,~~637~~812			24,~~541~~637			42,~~132~~541			21,~~066~~987			12,~~993~~066			21,~~411~~993			(~~287~~9,108	)		-(287	)		~~(3,445~~-	)
Settlement charge		-			-			-			-			19-			~~3,329~~19			-			-			-
Net periodic (benefit) cost	$	(72,~~728~~088	)	$	(127,~~379~~728	)	$	(1512,~~237~~379	)	$	32,~~314~~897		$	23,~~443~~314		$	42,~~996~~443		$	(1022,~~030~~049	)	$	(810,~~654~~030	)	$	(138,~~781~~654	)

	Pension Benefits																		Other
	U.S. Plans									Non-U.S. Plans									Postretirement Benefits
Weighted-average assumptions used to determine benefit obligations	~~2024~~2025			~~2023~~2024			~~2022~~2023			~~2024~~2025			~~2023~~2024			~~2022~~2023			~~2024~~2025			~~2023~~2024			~~2022~~2023
Discount rate		5.2315	%		5.6623	%		5.3666	%		4.0360	%		4.3703	%		34.7037	%		54.0985	%		5.6109	%		5.2961	%
Rate of compensation increase1		0.00	%		0.00	%		0.00	%		1.7673	%		1.8276	%		1.8382	%		N/A			N/A			N/A

Weighted-average assumptions used to determine net costs for years ended	~~2024~~2025			~~2023~~2024			~~2022~~2023			~~2024~~2025			~~2023~~2024			~~2022~~2023			~~2024~~2025			~~2023~~2024			~~2022~~2023
Discount rate		5.6623	%		5.3666	%		25.7536	%		4.3605	%		34.7136	%		13.2971	%		5.6109	%		5.2961	%		25.5129	%
Expected return on plan assets		7.7550	%		7.75	%		7.0075	%		5.0103	%		5.0201	%		35.4902	%		8.2500	%		8.25	%		8.25	%
Rate of compensation increase1		0.00	%		0.00	%		0.00	%		1.8673	%		1.8286	%		1.6882	%		0.00	%		0.00	%		0.00	%

1 Under the U.S. pension plan, the compensation amount was locked-in as of May 31, 2011, and thus the benefit no longer includes compensation increases.

7655

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The discount rate assumption is determined using an actuarial yield curve approach, which results in a discount rate that reflects the characteristics of the plan. The approach identifies a broad population of corporate bonds that meet the quality and size criteria for the particular plan. We use this approach rather than a specific index that has a certain set of bonds that may or may not be representative of the characteristics of our particular plan. A higher discount rate reduces the present value of the pension obligations. The discount rate for the U.S. pension plan was 5.23 15 percent at November 3029, ~~2024~~2025, 5.6623 percent at ~~December~~November 230, ~~2023~~2024 and 5.3666 percent at December 32, ~~2022~~2023. Net periodic pension cost for a given fiscal year is based on assumptions developed at the end of the previous fiscal year. A discount rate change of 0.5 percentage points at November 3029, ~~2024~~2025 would impact U.S. pension and other postretirement plan (income) expense by approximately $~~144~~148 (pre-tax) in fiscal 2025. Discount rates for non-U.S. plans are determined in a manner consistent with the U.S. plans.

For the U.S. pension plan, we adopted the Adjusted Pri-2012 base mortality table projected generationally using scale MP-2021.

The expected long-term rate of return on plan assets assumption for the U.S. pension plan was 7.75 50 percent in ~~2024,~~2025 and 7.75 percent in both ~~2023~~2024 and 72023.~~00 percent in~~ ~~2022.~~ Our expected long-term rate of return on U.S. plan assets was based on our target asset allocation assumption of 55 percent equities and 45 percent fixed-income. Management, in conjunction with our external financial advisors, determines the expected long-term rate of return on plan assets by considering the expected future returns and volatility levels for each asset class that are based on historical returns and forward-looking observations. For ~~2024~~2025, the expected long-term rate of return on the target equities allocation was 8.50 percent and the expected long-term rate of return on the target fixed-income allocation was 5.60 percent. The total plan rate of return assumption included an estimate of the effect of diversification and the plan expense. A change of 0.5 percentage points for the expected return on assets assumption would impact U.S. net pension and other postretirement plan expense by approximately $2,~~622~~811 (pre-tax).

The expected long-term rate of return on plan assets assumption for non-U.S. pension plans was a weighted-average of 5.01 03 percent in ~~2024~~2025 compared to 5.0201 percent in ~~2023~~2024 and 35.4902 percent in ~~2022~~2023. The expected long-term rate of return on plan assets assumption used in each non-U.S. plan is determined on a plan-by-plan basis for each local jurisdiction and is based on expected future returns for the investment mix of assets currently in the portfolio for that plan. Management, in conjunction with our external financial advisors, develops expected rates of return for each plan, considers expected long-term returns for each asset category in the plan, reviews expectations for inflation for each local jurisdiction, and estimates the effect of active management of the plan’s assets. Our largest non-U.S. pension plans are in the United Kingdom and Germany. The expected long-term rate of return on plan assets for the United Kingdom was 4.50 percent and the expected long-term rate of return on plan assets for Germany was 5.50 percent. Management, in conjunction with our external financial advisors, uses actual historical returns of the asset portfolio to assess the reasonableness of the expected rate of return for each plan.

Assumed health care trend rates	2024			2023			2022
Health care cost trend rate assumed for next year		6.00	%		6.25	%		6.50	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		5.75	%		5.75	%		5.75	%
Fiscal year that the rate reaches the ultimate trend rate	2026			2026			2026

The projected salary increase assumption is based on historic trends and comparisons to the external market. Higher rates of increase result in higher pension expenses. As this rate is also a long-term expected rate, it is less likely to change on an annual basis. Under the U.S. pension plan, the compensation amount was locked-in as of May 31, 2011 and thus the benefit no longer includes compensation increases.

The asset allocation for the Company’s U.S. and non-U.S. pension plans at the end of 2024 and 2023 follows.

Assumed health care trend rates	*2025*			*2024*			*2023*
Health care cost trend rate assumed for next year		7.00	%		6.00	%		6.25	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		6.00	%		5.75	%		5.75	%
Fiscal year that the rate reaches the ultimate trend rate	2030			2026			2026

	U.S. Pension Plans									Non-U.S. Pension Plans									Other Postretirement Plans
				Percentage of									Percentage of									Percentage of
				Plan Assets at									Plan Assets at									Plan Assets at
	Target			Year-End						Target			Year-End						Target			Year-End
Asset Category	2024			2024			2023			2024			2024			2023			2024			2024			2023
Equities		55.0	%		52.4	%		53.8	%		21.7	%		23.0	%		22.0	%		0.0	%		0.0	%		0.0	%
Fixed income		45.0	%		46.1	%		44.9	%		78.3	%		76.5	%		77.2	%		0.0	%		0.0	%		0.0	%
Insurance		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		100.0	%		98.0	%		99.5	%
Cash1		0.0	%		1.5	%		1.3	%		0.0	%		0.5	%		0.8	%		0.0	%		2.0	%		0.5	%
Total		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

The asset allocation for the Company’s U.S. and non-U.S. pension plans at the end of 2025 and 2024 follows.

U.S. Pension Plans

Non-U.S. Pension Plans

Other Postretirement Plans

Percentage of

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