Every material Form 8-K H.B. Fuller has filed with the SEC since October 21, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
H.B. Fuller completed the sale of $850 million of 7.625% senior unsecured notes due October 15, 2034, and terminated its $917 million unsecured bridge credit agreement that had been set up to help finance its pending acquisition of Advanced Medical Solutions Group plc. The notes carry a special mandatory redemption of $450 million if that acquisition is not completed by the June 25, 2027 deadline, so the financing outcome depends partly on the deal closing.
Notes: $850 million aggregate principal, 7.625% interest, payable semi-annually from April 15, 2027, maturing October 15, 2034
Bridge credit agreement dated June 25, 2026 was terminated on October 21, 2026 with no loans outstanding and no prepayment premium
Company must redeem $450 million of the notes at 100% of issue price if the Acquisition is not consummated by June 25, 2027
Notes are not guaranteed by subsidiaries at issuance; change of control triggers an offer to repurchase at 101% of principal
H.B. Fuller's board unanimously rejected a second unsolicited, non-binding proposal from Ancora Holdings Group to buy its Building Adhesive Solutions business for between $1.2 billion and $1.4 billion in cash. The board said the modest price increase did not capture the business's value and that the offer's terms were highly conditional. The company will run a market check of select market segments and product lines, with proceeds intended for deleveraging, and expects to complete it by year end 2026.
Ancora's second non-binding proposal priced the Building Adhesive Solutions business at $1.2 billion to $1.4 billion in cash
Board unanimously rejected the proposal, citing value and highly conditional terms
Market check covers segments and product lines less integral to the portfolio, with completion expected by year end 2026
H.B. Fuller appointed R. Jeffrey Bailly, former CEO of UFP Technologies, as a Class I director effective September 23, 2026, and he joins the Audit and Compensation Committees. Director Ruth S. Kimmelshue resigned from the board effective immediately, and the company said her departure was not due to any disagreement. The change adds a director with medical technology and M&A experience, which the company says supports its shift toward higher-growth, higher-margin end markets.
Bailly, age 64, elected as a Class I director on September 23, 2026, with a term expiring at the 2027 annual meeting
Bailly receives a $100,000 annual cash retainer, an initial grant of 1,300 restricted stock units, and an annual deferred phantom stock grant valued at $165,000
Kimmelshue resigned effective immediately; the company said she served on the board for nearly a decade
H.B. Fuller reported third-quarter 2026 results for the quarter ended August 29, 2026, with net revenue of $938 million, up 5.2% year-on-year, and diluted EPS of $1.44 against $1.22 a year earlier. The company also updated its fiscal 2026 guidance, now expecting adjusted EBITDA of $655 million to $670 million and adjusted diluted EPS of $4.70 to $4.85, citing year-to-date performance.
Net revenue was $938 million, up 5.2%; organic revenue rose 4.4%, with pricing adding 7.4% and volume lower.
Adjusted EBITDA was $187 million, up 9%, and adjusted EBITDA margin was a record 19.9%, up 80 basis points.
Net income was $79 million versus $67 million a year earlier; net working capital rose to 18.5% of annualized net revenue.
Updated fiscal 2026 guidance: adjusted EBITDA of $655 million to $670 million and adjusted diluted EPS of $4.70 to $4.85; the filing does not state the prior ranges.
H.B. Fuller signed Amendment No. 3 to its credit agreement with JPMorgan Chase Bank on July 17, 2026, refinancing its term A loans and revolving loans and extending their maturity to July 17, 2031. The company also terminated a $2,086,713,188 secured bridge credit agreement from June 2026 with no amounts outstanding, and the revolving facility's size rose to $800 million. The filing states the interest margins on the refinanced loans fell by 25 basis points, which lowers borrowing costs on those facilities.
Term A loans refinanced at $420,000,000; revolving loans refinanced at $700,000,000
Revolving credit facility increased by $100,000,000 to $800,000,000 total
Maturity extended to July 17, 2031; interest margins cut by 25 basis points (0.25% per annum)
Secured Bridge Credit Agreement dated June 25, 2026 terminated with no loans outstanding and no prepayment premium
H.B. Fuller and the board of Advanced Medical Solutions Group plc (AMS) agreed terms on a recommended cash offer, to be implemented through a UK court-sanctioned scheme of arrangement. The company has arranged bridge credit agreements of up to $2,086,713,188 (secured) and $917,000,000 (unsecured) to fund the deal and refinance debt, and expects completion by the end of calendar 2026, which would add new borrowings for shareholders to weigh against the strategic growth case.
AMS shareholders will receive 285 pence in cash per AMS share; the press release cites a total enterprise value of £715 million.
Secured Bridge Credit Agreement of up to $2,086,713,188 and Unsecured Bridge Credit Agreement of up to $917,000,000, both with Goldman Sachs Bank USA; loans would mature 364 days after closing.
Completion is expected by the end of calendar 2026, subject to AMS shareholder approval, High Court sanction, regulatory approvals, and a Long-Stop Date of June 25, 2027.
Company expects approximately $55 million in combined run-rate revenue and cost synergies by 2031.
H.B. Fuller reported second quarter 2026 net revenue of $950 million, up 5.8% year-on-year, and diluted EPS of $1.23 versus $0.76 a year earlier. The company raised the midpoint of its full-year adjusted EBITDA and adjusted EPS guidance, which matters to shareholders because it points to stronger expected profit for fiscal 2026.
Net revenue of $950 million, up 5.8%; organic revenue up 2.6% year-on-year
Diluted EPS of $1.23 versus $0.76 a year earlier; adjusted diluted EPS of $1.41, up 19%
Fiscal 2026 adjusted EBITDA now expected at $650 million to $675 million; adjusted EPS at $4.60 to $4.90
Record second quarter operating cash flow of $121 million; 750 thousand shares repurchased in the quarter
H.B. Fuller reported first-quarter fiscal 2026 net revenue of $771 million, down 2.3% from a year earlier, with organic revenue down 6.6%. Net income rose to $21 million, or $0.38 per diluted share, from $13.2 million, or $0.24, a year earlier, and the company raised its full-year 2026 guidance for revenue, adjusted EBITDA and adjusted EPS. Management also cited Middle East geopolitical instability as adding cost and supply chain complexity.
Q1 adjusted EPS (diluted) was $0.57, up 6% year-on-year; adjusted EBITDA was $119 million, up 4%, with adjusted EBITDA margin at 15.4%.
Full-year 2026 adjusted EBITDA is now expected at $645 million to $675 million, and adjusted EPS (diluted) at $4.55 to $4.90.
Full-year 2026 net revenue is now expected to be up mid-single digits, while organic revenue is expected to be up low-single digits.
Second-quarter 2026 adjusted EBITDA is expected at $175 million to $185 million, with net revenue up low-single digits.
H.B. Fuller reported fourth quarter fiscal 2025 net revenue of $895 million, down 3.1% year-on-year, while adjusted EBITDA rose 14.6% to $170 million and diluted net income was $30 million, compared with a loss of $7 million a year earlier. The company also issued fiscal 2026 guidance calling for adjusted EBITDA of $630 million to $660 million and adjusted EPS of $4.35 to $4.70, which gives shareholders a near-term profit outlook alongside a revenue forecast of flat to up 2%.
Q4 2025 net revenue was $895 million, down 3.1%; adjusted for the flooring divestiture, it rose 0.9%
Q4 2025 adjusted EBITDA was $170 million, up 14.6%, with an adjusted EBITDA margin of 19.0%
Q4 2025 diluted EPS was $0.54; adjusted EPS was $1.28, up 39.1%
Fiscal 2026 guidance: adjusted EBITDA $630 million to $660 million; adjusted EPS $4.35 to $4.70; net revenue flat to up 2%
H.B. Fuller elected Celine Martin, a former Johnson & Johnson MedTech group chairman, as a Class III director effective December 1, 2025. The company said her medical industry experience supports its focus on high-margin medical markets and its goal of a greater than 20% EBITDA margin.
Celine Martin, age 51, elected by the Board on October 2, 2025, effective December 1, 2025; term expires at the 2026 annual meeting
Serves on the Audit and Compensation Committees; receives $100,000 annual cash retainer, initial grant of 1,300 restricted stock units, and eligibility for a $165,000 annual phantom stock grant
Board will have nine directors after December 1, 2025, eight of whom are independent
H.B. Fuller reported third-quarter fiscal 2025 results, with net revenue down 2.8% year-on-year to $892 million while adjusted EPS rose 12% to $1.26 on higher adjusted net income and fewer shares outstanding. The company tightened its fiscal 2025 guidance range, now expecting adjusted EPS of $4.10 to $4.25 and revenue down 2% to 3%, citing a subdued economic backdrop.
Q3 net revenue was $892 million, down 2.8%; up 1.6% excluding the flooring divestiture
Reported diluted EPS was $1.22 versus $0.98 a year earlier; adjusted diluted EPS was $1.26, up 12%
Adjusted EBITDA was $171 million, up 3%, with an adjusted EBITDA margin of 19.1%, up 110 basis points
Fiscal 2025 guidance: adjusted EPS $4.10 to $4.25, adjusted EBITDA $615 million to $625 million, revenue down 2% to 3%
H.B. Fuller reported second-quarter fiscal 2025 results for the quarter ended May 31, 2025, with net revenue of $898 million, down 2.1% year-on-year, and reported diluted EPS of $0.76, down from $0.91. Adjusted EPS rose 5% to $1.18, and the company raised its full-year adjusted EBITDA and adjusted EPS guidance, which matters to shareholders because the updated outlook reflects higher expected profitability on an adjusted basis even as reported results declined.
Net revenue was $898 million, down 2.1% year-on-year; adjusted for the flooring divestiture, it rose 2.8%.
Reported diluted EPS was $0.76 versus $0.91 a year earlier; adjusted diluted EPS was $1.18, up 5%.
Adjusted EBITDA was $166 million, up 5%, and adjusted EBITDA margin rose 130 basis points to 18.4%.
Fiscal 2025 adjusted EBITDA guidance is $615 million to $630 million and adjusted EPS guidance is $4.10 to $4.30.
H.B. Fuller reported first quarter 2025 results for the period ended March 1, 2025. Net revenue fell 2.7% to $789 million, although organic revenue rose 1.9%, and net income declined to $13 million from $31 million a year earlier. Adjusted EBITDA fell 7% to $114 million, which the company said was as expected, and the full-year 2025 outlook was left unchanged.
Net revenue was $789 million, down 2.7% year-on-year; organic revenue rose 1.9%, driven by volume and pricing
Net income was $13 million versus $31 million a year earlier; reported diluted EPS was $0.24 versus $0.55
Adjusted EBITDA was $114 million, down 7%; adjusted diluted EPS was $0.54 versus $0.67
Full-year 2025 outlook is unchanged, including adjusted EBITDA of $600 million to $625 million; second-quarter adjusted EBITDA is expected at $150 million to $160 million
H.B. Fuller reported a fourth-quarter 2024 net loss of $7 million, or $0.13 per diluted share, compared with net income of $45 million a year earlier, after a $38 million after-tax non-cash charge tied to the Flooring divestiture. For fiscal 2025 it expects net revenue to fall 2% to 4% but adjusted EBITDA of $600 million to $625 million and adjusted EPS of $3.90 to $4.20, and it is finalizing a plan to cut manufacturing facilities and warehouses for about $75 million in annualized savings by fiscal 2030.
Q4 2024 net revenue rose 2.3% to $923 million, but adjusted EBITDA fell 14% to $148 million and adjusted diluted EPS was $0.92, versus $1.32 a year earlier.
Fiscal 2024 net revenue was $3.57 billion, up 1.6%, while net income was $130 million, versus $145 million in fiscal 2023.
Fiscal 2025 guidance calls for net revenue down 2% to 4% and adjusted EPS of $3.90 to $4.20, up 2% to 9% from $3.84.
The manufacturing footprint plan would reduce facilities from 82 to 55 and North American warehouses from 55 to about 10 by the end of 2027, with about $150 million in incremental capital over five years.
H.B. Fuller preliminarily expects fiscal 2024 adjusted EBITDA of about $594 million, below its prior guidance of $610 million to $620 million given on September 25, 2024. The company cited weaker fourth-quarter demand, delayed orders, and higher raw material costs, and said the figures are unaudited and subject to change.
Preliminary fiscal 2024 net revenue of about $3.57 billion, adjusted diluted EPS of about $3.84, and adjusted EBITDA of about $594 million
Prior adjusted EBITDA guidance was $610 million to $620 million, communicated September 25, 2024
Expected cash flow from operations of about $300 million for the year
Full fiscal 2024 results are scheduled for release after the market close on January 15, 2025, with a conference call on January 16, 2025
H.B. Fuller said Executive Vice President of Engineering Adhesives Zhiwei Cai notified the company on December 12, 2024 that he will retire, effective March 1, 2025. The filing gives no successor and no financial figures, so the change is limited to a senior management departure.
Zhiwei Cai, Executive Vice President, Engineering Adhesives, notified the company of his retirement on December 12, 2024
Retirement is effective March 1, 2025
Company said Cai served for twelve years and thanked him for his service
Filing does not name a successor or describe any compensation arrangements
H.B. Fuller said Chair Lee R. Mitau notified the company on October 15, 2024, that he will retire as chair effective January 21, 2025, and as a director effective January 23, 2025. The Board appointed director Teresa J. Rasmussen as chair effective January 22, 2025, and the filing says his retirement is not the result of any disagreement with the company. The change is a board leadership transition; the filing contains no financial results or guidance.
Lee R. Mitau notified the company on October 15, 2024, of his retirement as chair, effective January 21, 2025, and as a director, effective January 23, 2025.
Teresa J. Rasmussen was appointed Board chair effective January 22, 2025; she joined the Board in 2020.
The filing states Mitau's retirement is not the result of any disagreement with the company on its operations, policies or practices.
The October 21, 2024 press release, filed as Exhibit 99.1, states CEO Celeste Mastin thanked Mitau and said Rasmussen will bring global perspective and financial services experience to the role.
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