Earnings release
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1 `cGross Worldwide Headquarters 1200 Willow Lake Boulevard St. Paul, Minnesota 55110-5101 Scott Jensen Investor Relations Contact 651-236-5060 NEWS September 24, 2025 H.B. Fuller Reports Third Quarter 2025 Results Reported EPS (diluted) of $1.22; Adjusted EPS (diluted) of $1.26, up 12% year-on-year Net income of $67 million; Adjusted EBITDA of $171 million, up 3% year-on-year Adjusted EBITDA margin of 19.1%, up 110 basis points year-on-year ST. PAUL, Minn. – H.B. Fuller Company (NYSE: FUL) today reported financial results for its third quarter that ended August 30, 2025. Third Quarter 2025 Noteworthy Items: Net revenue for the third quarter of fiscal 2025 was $892 million, down 2.8% versus the third quarter of fiscal 2024; adjusting for the flooring divestiture, net revenue was up 1.6% year-on-year; Gross profit margin was 32.0%; adjusted gross profit margin was 32.3%, up 190 basis points year-on-year, driven principally by favorable net pricing and raw material cost actions, the impact of acquisitions and divestitures, and cost reduction efforts; Net income was $67 million; adjusted EBITDA was $171 million, up 3% year-on-year; adjusted EBITDA margin expanded 110 basis points year-on-year to 19.1%; Cash flow from operations increased 13% year-on-year to $99 million; Reported EPS (diluted) was $1.22; adjusted EPS (diluted) was $1.26, up 12% year-on-year, driven by higher adjusted net income and lower shares outstanding. Summary of Third Quarter 2025 Results: The Company’s net revenue for the third quarter of fiscal 2025 was $892 million, down 2.8%; adjusting for the flooring divestiture, net revenue was up 1.6% year-on-year versus the third quarter of fiscal 2024. Pricing increased net revenue by 1.0%, which was more than offset by lower volume, resulting in a 0.9% organic revenue decline year-on-year. Foreign currency translation increased net revenue by 1.0% and the net impact of acquisitions and divestitures decreased net revenue by 2.9%.
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2 Gross profit in the third quarter of fiscal 2025 was $285 million. Adjusted gross profit was $288 million. Adjusted gross profit margin of 32.3% increased 190 basis points year-on-year. The net impact of pricing and raw material cost actions, the impact of acquisitions and divestitures, and targeted cost reduction efforts drove the year-on-year increase in adjusted gross profit margin. Selling, general and administrative (SG&A) expense was $175 million in the third quarter of fiscal 2025 and adjusted SG&A was $169 million versus $164 million in the third quarter of fiscal 2024. Adjusting for the net impact of acquisitions and divestitures, foreign exchange, and variable compensation, adjusted SG&A was flat year-on-year, reflecting diligent expense management. Net income attributable to H.B. Fuller for the third quarter of fiscal 2025 was $67 million, or $1.22 per diluted share. Adjusted net income attributable to H.B. Fuller for the third quarter of fiscal 2025 was $69 million. Adjusted EPS was $1.26 per diluted share, up 12% year-on-year driven by higher adjusted net income and lower shares outstanding. Adjusted EBITDA in the third quarter of fiscal 2025 was $171 million, up 3% year-on-year driven principally by the net impact of pricing and raw material cost actions. Adjusted EBITDA margin increased 110 basis points year-on-year to 19.1%. Commenting on the third quarter, H.B. Fuller President and CEO Celeste Mastin said, “We delivered a strong quarter, evidenced by continued margin expansion and double-digit EPS growth despite the challenging operating environment. Our continued operational discipline, strong execution, and ongoing portfolio shift keep us on track to achieve our greater than 20% EBITDA margin target. Despite our strong performance, we remain cautious and have tightened our guidance range for the year to reflect a globally subdued economic backdrop. Looking forward, we expect volume growth to remain elusive, and end market conditions to be challenging. However, we continue to actively focus on enhancing the composition of our portfolio, driving continued efficiencies, and structurally repositioning the company for growth and continued margin expansion, consistent with our long-term strategy.” Balance Sheet and Working Capital: As a percentage of annualized revenue, net working capital increased 90 basis points year-on-year to 17.0% due to slightly higher inventory days on hand in preparation for our manufacturing footprint optimization. Net debt at the end of the third quarter of fiscal 2025 was $1,958 million, down $58 million sequentially versus the second quarter and up $68 million year-on-year. Net debt-to-adjusted EBITDA decreased from 3.4X at the end of the second quarter of fiscal 2025, to 3.3X at the end of the third quarter of fiscal 2025, consistent with our plan to bring down leverage. Solid cash flow from operations and growth in adjusted EBITDA drove the sequential decrease in the ratio.
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3 Fiscal 2025 Outlook: As a result of our year-to-date performance and current macroeconomic conditions, we are updating our previously communicated financial guidance for fiscal 2025 as follows: Net revenue for fiscal 2025 is expected to be down 2% to 3%; organic revenue for fiscal 2025 is now expected to be flat to up 1%; we now expect foreign exchange to adversely impact net revenue by approximately 1.0%; Adjusted EBITDA for fiscal 2025 is now expected to be in the range of $615 million to $625 million, equating to growth of 4% to 5% year-on-year; Adjusted EPS (diluted) is now expected to be in the range of $4.10 to $4.25, equating to growth of 7% to 11% year- on-year; Cash flow from operations is now expected to be in the range of $275 million to $300 million and capital expenditures are now expected to be approximately $140 million for the year; We now expect net interest expense for the year to be approximately $125 million to $130 million and the full year adjusted tax rate to be between 26.0% and 26.5%. Conference Call: The Company will hold a conference call on September 25, 2025, at 9:30 a.m. CT (10:30 a.m. ET) to discuss its results. Interested parties may listen to the conference call on a live webcast. The webcast, along with a supplemental presentation, may be accessed from the Company’s website at https://investors.hbfuller.com. Participants must register prior to accessing the webcast using this link and should do so at least 10 minutes prior to the start of the call to install and test any necessary software and audio connections. A telephone replay of the conference call will be available from 12:30 p.m. CT on September 25, 2025, to 10:59 p.m. CT on October 2, 2025. To access the telephone replay dial 1-800-770- 2030 (toll free) or 1-609-800-9909 and enter the Conference ID: 6370505.
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4 Regulation G: The information presented in this earnings release regarding consolidated and segment organic revenue growth, operating income, adjusted gross profit, adjusted gross profit margin, adjusted selling, general and administrative expense, adjusted income before income taxes and income from equity investments, adjusted income taxes, adjusted effective tax rate, adjusted net income, adjusted diluted earnings per share, adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted EBITDA margin, net debt, net debt-to-adjusted EBITDA, trailing twelve months adjusted EBITDA, net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue does not conform to U.S. generally accepted accounting principles (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Management has included this non- GAAP information to assist in understanding the operating performance of the Company and its operating segments as well as the comparability of results to the results of other companies. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported U.S. GAAP results in the “Regulation G Reconciliation” tables in this press release with the exception of our forward-looking non-GAAP measures contained above in our Fiscal 2025 Outlook, which the Company cannot reconcile to forward- looking GAAP results without unreasonable effort. About H.B. Fuller: As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2024 revenue of $3.6 billion, our mission to Connect What Matters is brought to life by more than 7,500 global team members who collaborate with customers across more than 30 market segments in over 140 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com. Safe Harbor for Forward-Looking Statements: Certain statements in this press release may be considered forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases. These statements are subject to various risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including but not limited to the following: the availability and pricing of raw materials; the impact of potential cybersecurity attacks and security breaches; failures in our information technology systems; the impact on the supply chain, raw material costs and pricing of our products due to military conflict, including between Russia and Ukraine and in the Middle East; the impact on our margins and product demand
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5 due to inflationary pressures; the substantial amount of debt we have incurred to finance our acquisition of Royal, our ability to repay or refinance our debt or to incur additional debt in the future, our need for a significant amount of cash to service and repay the debt and to pay dividends on our common stock, and the effect of debt covenants that limit the discretion of management in operating the business or in paying dividends; our ability to pay dividends and to pursue growth opportunities if we continue to pay dividends according to our current dividend policy; our ability to effectively manage and realize expected benefits from completed and future mergers, acquisitions, and divestitures; our ability to achieve expected synergies, cost savings and operating efficiencies from our restructuring initiatives and operational improvement projects within the expected time frames or at all; our ability to effectively implement Project ONE; uncertain political and economic conditions; fluctuations in product demand; competing products and pricing; our geographic and product mix; disruptions to our relationships with our major customers and suppliers; regulatory compliance across our global footprint; trade policies and economic sanctions impacting our markets; changes in tax laws and tariffs; devaluations and other foreign exchange rate fluctuations; the impact of litigation and investigations, including for product liability and environmental matters; impairment charges on our goodwill or long-lived assets; the consequences of the COVID-19 outbreak and other pandemics on our operations and financial results; the effect of new accounting pronouncements and accounting charges and credits; and similar matters. Additional information about these various risks and uncertainties can be found in the “Risk Factors” section of our Form 10-K filings, and any updates to the risk factors in our Form 10-Q and 8-K filings with the SEC, but there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.
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6 H.B. FULLER COMPANY AND SUBSIDIARIES CONSOLIDATED FINANCIAL INFORMATION In thousands, except per share amounts (unaudited) Three Months Ended Three Months Ended August 30, 2025 Percent of Net Revenue August 31, 2024 Percent of Net Revenue Net revenue $ 892,043 100.0 % $ 917,927 100.0 % Cost of sales (606,929 ) (68.0 )% (642,198 ) (70.0 )% Gross profit 285,114 32.0 % 275,729 30.0 % Selling, general and administrative expenses (174,974 ) (19.6 )% (171,388 ) (18.7 )% Other income, net 5,308 0.6 % 2,148 0.2 % Interest expense (33,630 ) (3.8 )% (35,288 ) (3.8 )% Interest income 1,110 0.1 % 1,092 0.1 % Income before income taxes and income from equity method investments 82,928 9.3 % 72,293 7.9 % Income taxes (16,527 ) (1.9 )% (18,264 ) (2.0 )% Income from equity method investments 832 0.1 % 1,310 0.1 % Net income including non-controlling interest 67,233 7.5 % 55,339 6.0 % Net (income) loss attributable to non-controlling interest (73 ) (0.0 )% 22 0.0 % Net income attributable to H.B. Fuller $ 67,160 7.5 % $ 55,361 6.0 % Basic income per common share attributable to H.B. Fuller $ 1.23 $ 1.01 Diluted income per common share attributable to H.B. Fuller $ 1.22 $ 0.98 Weighted-average common shares outstanding: Basic 54,428 54,975 Diluted 55,162 56,650
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7 H.B. FULLER COMPANY AND SUBSIDIARIES CONSOLIDATED FINANCIAL INFORMATION In thousands, except per share amounts (unaudited) Nine Months Ended Nine Months Ended August 30, 2025 Percent of Net Revenue August 31, 2024 Percent of Net Revenue Net revenue $ 2,578,801 100.0 % $ 2,645,452 100.0 % Cost of sales (1,780,228 ) (69.0 )% (1,848,435 ) (69.9 )% Gross profit 798,573 31.0 % 797,017 30.1 % Selling, general and administrative expenses (541,942 ) (21.0 )% (525,204 ) (19.9 )% Other income, net 15,655 0.6 % 7,282 0.3 % Interest expense (100,536 ) (3.9 )% (99,504 ) (3.8 )% Interest income 3,064 0.1 % 3,597 0.1 % Income before income taxes and income from equity method investments 174,814 6.8 % 183,188 6.9 % Income taxes (55,198 ) (2.1 )% (48,496 ) (1.8 )% Income from equity method investments 2,726 0.1 % 2,955 0.1 % Net income including non-controlling interest 122,342 4.7 % 137,647 5.2 % Net (income) loss attributable to non-controlling interest (106 ) (0.0 )% (32 ) (0.0 )% Net income attributable to H.B. Fuller $ 122,236 4.7 % $ 137,615 5.2 % Basic income per common share attributable to H.B. Fuller $ 2.24 $ 2.51 Diluted income per common share attributable to H.B. Fuller $ 2.21 $ 2.43 Weighted-average common shares outstanding: Basic 54,623 54,874 Diluted 55,381 56,620
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8 H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands, except per share amounts (unaudited) Three Months Ended Nine Months Ended August 30, August 31, August 30, August 31, 2025 2024 2025 2024 Net income attributable to H.B. Fuller $ 67,160 $ 55,361 $ 122,236 $ 137,615 Adjustments: Acquisition project costs1 518 3,474 13,948 6,984 Organizational realignment2 4,620 9,471 20,028 24,038 Project One3 2,499 3,154 8,146 9,213 Other4 1,711 (2,904 ) 1,755 (2,021 ) Discrete tax items5 (3,742 ) (2,937 ) 11,210 (4,147 ) Income tax effect on adjustments6 (3,402 ) (1,624 ) (13,309 ) (6,472 ) Adjusted net income attributable to H.B. Fuller7 69,364 63,995 164,014 165,210 Add: Interest expense 33,369 35,287 99,884 99,502 Interest income (1,110 ) (1,090 ) (3,064 ) (3,594 ) Adjusted Income taxes 23,671 22,825 57,297 59,114 Depreciation and Amortization expense8 45,298 44,235 132,477 125,288 Adjusted EBITDA7 170,592 165,252 450,608 445,520 Diluted Shares 55,162 56,650 55,381 56,620 Adjusted diluted income per common share attributable to H.B. Fuller7 $ 1.26 $ 1.13 $ 2.96 $ 2.92 Revenue $ 892,043 $ 917,927 $ 2,578,801 $ 2,645,452 Adjusted EBITDA margin7 19.1 % 18.0 % 17.5 % 16.8 % 1 Acquisition project costs include costs related to evaluating, acquiring and integrating business acquisitions. Acquisition project costs include $1,870 and $2,457 in transaction costs (primarily consulting and professional fees, representations and warranties insurance premiums and employee acquisition -related travel expenses) and $350 and $1,017 in purchase accounting costs (primarily professional fees for valuation services, inventory step -up cost and the impact of changes to contingent consideration liabilities after the completion of the purchase price allocation) for the three months ended August 30, 2025 and August 31, 2024, respectively. Acquisition project costs include $14,770 and $5,135 in transaction costs (primarily consulting and professional fees, representations and warranties insurance premiums and employee acquisition-related travel expenses) and $880 and $1,272 in purchase accounting costs (primarily professional fees for valuation services, inventory step-up cost and the impact of changes to contingent consideration liabilities after the completion of the purchase price allocation) and $0 and $577 in business integration costs (primarily costs of transition services agreements and for the three months ended March 2, 2024, retention bonuses paid to employees of the acquired entities) for the nine months ended August 30, 2025 and August 31, 2024, respectively. 2 Organizational realignment includes costs incurred as a direct result of the organizational realignment program, including pr ofessional fees related to legal entity and business structure changes, employee retention and severance costs, and facility rationalization costs related to the closure of production facilities and consolidation of business activities. Facility rationalization costs include plant closure costs, the impact of accelerated depreciation and for the three months ended March 2, 2024, operational inefficiencies. Organizational realignment includes $1,174 and $2,939 in professional fees related to legal entity and business structure changes, $478 and $5,363 in employee severance and other related costs, and $2,968 and $1,169 related to facility rationalization costs for the three months ended August 30, 2025 and August 31, 2024, respectively. Organizational realignment includes $3,893 and $6,915 in professional fees related to legal entity and business structure changes, $5,667 and $9,721 in employee severance and other related costs, and $10,468 and $7,402 related to facility rationalization costs for the nine months ended August 30, 2025 and August 31, 2024, respectively. 3 Project One includes non-capitalizable project costs related to implementing our global Enterprise Resource Planning system, including upgrading to SAP S/4HANA®, which has upgraded and standardized our information system. 4 Other includes product claims related to a divested business for the three and nine months ended August 30, 2025. Other includes a gain from insurance recoveries and a loss from the write-off of a cost method investment for the three and nine months ended August 31, 2024. 5 Discrete tax benefit for the three months ended August 30, 2025 relates to various U.S. and foreign tax matters. Discrete tax expense for the nine months ended August 30, 2025 relates to the impact of withholding tax recorded on earnings that are no longer permanently reinvested, offset by various U. S. and foreign tax matters. Discrete tax items for the three and nine months ended August 31, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation. 6 The income tax effect on adjustments represents the difference between income taxes on net income before income taxes and income from equity method investments reported in accordance with U.S. GAAP and adjusted net income before income taxes and income from equity method investments. 7 Adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin are non- GAAP financial measures. Adjusted net income attributable to H.B. Fuller is defined as net income before the specific adjustments shown above. Adjusted diluted income per common share is defined as adjusted net income attributable to H.B. Fuller divided by the number of diluted common shares. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation, amortization and the specific adjustments shown above. Adjusted EBITDA margin is defined as adjusted EBITDA divided by net revenue. The table above provides a reconciliation of adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin to net income attributable to H.B. Fuller, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. 8 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income a ttributable to H.B. Fuller totaling ($261) and $194 for the three months ended August 30, 2025 and August 31, 2024, respectively and. ($362) and ($3,425) for the nine month s ended August 30, 2025 and August 31, 2024, respectively.
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9 H.B. FULLER COMPANY AND SUBSIDIARIES SEGMENT FINANCIAL INFORMATION In thousands (unaudited) Three Months Ended Nine Months Ended August 30, August 31, August 30, August 31, 2025 2024 2025 2024 Net Revenue: Hygiene, Health and Consumable Adhesives $ 386,068 $ 389,980 $ 1,151,768 $ 1,151,371 Engineering Adhesives 272,297 260,038 785,474 743,726 Building Adhesive Solutions 233,678 228,408 641,559 630,558 Corporate unallocated - 39,501 - 119,797 Total H.B. Fuller $ 892,043 $ 917,927 $ 2,578,801 $ 2,645,452 Segment Operating Income (Loss): Hygiene, Health and Consumable Adhesives $ 46,491 $ 48,677 $ 119,840 $ 145,910 Engineering Adhesives 46,852 40,087 121,880 104,894 Building Adhesive Solutions 25,859 25,976 54,550 55,102 Corporate unallocated (9,062 ) (10,399 ) (39,639 ) (34,093 ) Total H.B. Fuller $ 110,140 $ 104,341 $ 256,631 $ 271,813 Adjusted EBITDA7 Hygiene, Health and Consumable Adhesives $ 65,324 $ 63,953 $ 174,178 $ 191,493 Engineering Adhesives 63,427 55,631 170,956 144,944 Building Adhesive Solutions 41,473 40,242 100,810 97,515 Corporate unallocated 368 5,426 4,664 11,568 Total H.B. Fuller $ 170,592 $ 165,252 $ 450,608 $ 445,520 Adjusted EBITDA Margin7 Hygiene, Health and Consumable Adhesives 16.9 % 16.4 % 15.1 % 16.6 % Engineering Adhesives 23.3 % 21.4 % 21.8 % 19.5 % Building Adhesive Solutions 17.7 % 17.6 % 15.7 % 15.5 % Corporate unallocated 0.0 % 13.7 % NMP NMP Total H.B. Fuller 19.1 % 18.0 % 17.5 % 16.8 % NMP = non-meaningful percentage
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10 H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands, except per share amounts (unaudited) Three Months Ended Nine Months Ended August 30, August 31, August 30, August 31, 2025 2024 2025 2024 Income before income taxes and income from equity method investments $ 82,928 $ 72,293 $ 174,814 $ 183,188 Adjustments: Acquisition project costs1 518 3,474 13,948 6,984 Organizational realignment2 4,620 9,471 20,028 24,038 Project One3 2,499 3,154 8,146 9,213 Other4 1,711 (2,904 ) 1,755 (2,021 ) Adjusted income before income taxes and income from equity method investments9 $ 92,276 $ 85,488 $ 218,691 $ 221,402 9 Adjusted income before income taxes and income from equity investments is a non-GAAP financial measure. Adjusted income before income taxes and income from equity investments is defined as income before income taxes and income from equity investments before the specific adjustments shown above. The table above provides a reconciliation of adjusted income before income taxes and income from equity investments to income before income taxes and income from equity investments, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands, except per share amounts (unaudited) Three Months Ended Nine Months Ended August 30, August 31, August 30, August 31, 2025 2024 2025 2024 Income Taxes $ (16,527 ) $ (18,264 ) $ (55,198 ) $ (48,496 ) Adjustments: Acquisition project costs1 (188 ) (428 ) (3,988 ) (1,147 ) Organizational realignment2 (1,681 ) (1,166 ) (6,136 ) (3,985 ) Project One3 (910 ) (388 ) (2,548 ) (1,587 ) Other4 (623 ) 358 (637 ) 248 Discrete tax items5 (3,742 ) (2,937 ) 11,210 (4,147 ) Adjusted income taxes10 $ (23,671 ) $ (22,825 ) $ (57,297 ) $ (59,114 ) Adjusted income before income taxes and income from equity method investments $ 92,276 $ 85,488 $ 218,691 $ 221,402 Adjusted effective income tax rate10 25.7 % 26.7 % 26.2 % 26.7 % 10 Adjusted income taxes and adjusted effective income tax rate are non-GAAP financial measures. Adjusted income taxes is defined as income taxes before the specific adjustments shown above. Adjusted effective income tax rate is defined as income taxes divided by adjusted income before income taxes and income from equity method investments. The table above provides a reconciliation of adjusted income taxes and adjusted effective income tax rate to income taxes, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.
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11 H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands (unaudited) Three Months Ended Nine Months Ended August 30, August 31, August 30, August 31, 2025 2024 2025 2024 Net revenue $ 892,043 $ 917,927 $ 2,578,801 $ 2,645,452 Gross profit $ 285,114 $ 275,729 $ 798,573 $ 797,017 Gross profit margin 32.0 % 30.0 % 31.0 % 30.1 % Adjustments: Acquisition project costs1 89 927 764 1,000 Organizational realignment2 3,216 2,799 11,140 10,679 Project One3 - - - 13 Adjusted gross profit11 $ 288,419 $ 279,455 $ 810,477 $ 808,709 Adjusted gross profit margin11 32.3 % 30.4 % 31.4 % 30.6 % 11 Adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit and adjusted gross profit margin is defined as gross profit and gross profit margin excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted gross profit and gross profit margin to gross profit and gross profit margin, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands (unaudited) Three Months Ended Nine Months Ended August 30, August 31, August 30, August 31, 2025 2024 2025 2024 Selling, general and administrative expenses $ (174,974 ) $ (171,388 ) $ (541,942 ) $ (525,204 ) Adjustments: Acquisition project costs1 168 2,524 11,528 5,962 Organizational realignment2 1,373 6,307 6,302 12,322 Project One3 2,500 3,154 8,146 9,200 Other4 1,711 (4,871 ) 1,755 (3,988 ) Adjusted selling, general and administrative expenses12 $ (169,222 ) $ (164,274 ) $ (514,211 ) $ (501,708 ) 12 Adjusted selling, general and administrative expenses is a non -GAAP financial measure. Adjusted selling, general and administrative expenses is defined as selling, general and administrative expenses excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted selling, general and administrative expenses to selling, general and administrative expenses, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.
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12 H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands (unaudited) Hygiene, Health Building Three Months Ended: and Consumable Engineering Adhesive Corporate H.B. Fuller August 30, 2025 Adhesives Adhesives Solutions Total Unallocated Consolidated Net income attributable to H.B. Fuller $ 48,697 $ 47,820 $ 28,409 $ 124,926 $ (57,766 ) $ 67,160 Adjustments: Acquisition project costs1 - - - - 518 518 Organizational realignment2 - - - - 4,620 4,620 Project One3 - - - - 2,499 2,499 Other4 - - - - 1,711 1,711 Discrete tax items5 - - - - (3,742 ) (3,742 ) Income tax effect on adjustments6 - - - - (3,402 ) (3,402 ) Adjusted net income attributable to H.B. Fuller7 48,697 47,820 28,409 124,926 (55,562 ) 69,364 Add: Interest expense - - - - 33,369 33,369 Interest income - - - - (1,110 ) (1,110 ) Adjusted Income taxes - - - - 23,671 23,671 Depreciation and amortization expense8 16,627 15,607 13,064 45,298 - 45,298 Adjusted EBITDA7 $ 65,324 $ 63,427 $ 41,473 $ 170,224 $ 368 $ 170,592 Revenue $ 386,068 $ 272,297 $ 233,678 $ 892,043 - $ 892,043 Adjusted EBITDA Margin7 16.9 % 23.3 % 17.7 % 19.1 % NMP 19.1 % Hygiene, Health Building Nine Months Ended and Consumable Engineering Adhesive Corporate H.B. Fuller August 30, 2025 Adhesives Adhesives Solutions Total Unallocated Consolidated Net income attributable to H.B. Fuller $ 126,467 $ 124,791 $ 62,209 $ 313,467 $ (191,231 ) $ 122,236 Adjustments: Acquisition project costs1 - - - - 13,948 13,948 Organizational realignment2 - - - - 20,028 20,028 Project One3 - - - - 8,146 8,146 Other4 - - - - 1,755 1,755 Discrete tax items5 - - - - 11,210 11,210 Income tax effect on adjustments6 - - - - (13,309 ) (13,309 ) Adjusted net income attributable to H.B. Fuller7 126,467 124,791 62,209 313,467 (149,453 ) 164,014 Add: Interest expense - - - - 99,884 99,884 Interest income - - - - (3,064 ) (3,064 ) Adjusted Income taxes - - - - 57,297 57,297 Depreciation and amortization expense8 47,711 46,165 38,601 132,477 - 132,477 Adjusted EBITDA7 $ 174,178 $ 170,956 $ 100,810 $ 445,944 $ 4,664 $ 450,608 Revenue 1,151,768 785,474 641,559 2,578,801 - 2,578,801 Adjusted EBITDA Margin7 15.1 % 21.8 % 15.7 % 17.3 % NMP 17.5 % Note: Adjusted EBITDA is a non -GAAP financial measure. The table above provides a reconciliation of adjusted EBITDA for each segment to net income attributable to H.B. Fuller for each segment, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. NMP = Non-meaningful percentage
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13 H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands (unaudited) Hygiene, Health Building Three Months Ended: and Consumable Engineering Adhesive Corporate H.B. Fuller August 31, 2024 Adhesives Adhesives Solutions Total Unallocated Consolidated Net income attributable to H.B. Fuller $ 50,176 $ 40,742 $ 27,804 $ 118,722 $ (63,361 ) $ 55,361 Adjustments: Acquisition project costs1 - - - - 3,474 3,474 Organizational realignment2 - - - - 9,471 9,471 Project One3 - - - - 3,154 3,154 Other4 - - - - (2,904 ) (2,904 ) Discrete tax items5 - - - - (2,937 ) (2,937 ) Income tax effect on adjustments6 - - - - (1,624 ) (1,624 ) Adjusted net income attributable to H.B. Fuller7 50,176 40,742 27,804 118,722 (54,727 ) 63,995 Add: Interest expense - - - - 35,287 35,287 Interest income - - - - (1,090 ) (1,090 ) Adjusted Income taxes - - - - 22,825 22,825 Depreciation and amortization expense8 13,777 14,889 12,438 41,104 3,131 44,235 Adjusted EBITDA7 $ 63,953 $ 55,631 $ 40,242 $ 159,826 $ 5,426 $ 165,252 Revenue $ 389,980 $ 260,038 $ 228,408 $ 878,426 39,501 $ 917,927 Adjusted EBITDA Margin7 16.4 % 21.4 % 17.6 % 18.2 % 13.7 % 18.0 % Hygiene, Health Building Nine Months Ended and Consumable Engineering Adhesive Corporate H.B. Fuller August 31, 2024 Adhesives Adhesives Solutions Total Unallocated Consolidated Net income attributable to H.B. Fuller $ 150,399 $ 106,861 $ 60,586 $ 317,846 $ (180,231 ) $ 137,615 Adjustments: Acquisition project costs1 - - - - 6,984 6,984 Organizational realignment2 - - - - 24,038 24,038 Project One3 - - - - 9,213 9,213 Other4 - - - - (2,021 ) (2,021 ) Discrete tax items5 - - - - (4,147 ) (4,147 ) Income tax effect on adjustments6 - - - - (6,472 ) (6,472 ) Adjusted net income attributable to H.B. Fuller7 150,399 106,861 60,586 317,846 (152,636 ) 165,210 Add: Interest expense - - - - 99,502 99,502 Interest income - - - - (3,594 ) (3,594 ) Adjusted Income taxes - - - - 59,114 59,114 Depreciation and amortization expense8 41,094 38,083 36,929 116,106 9,182 125,288 Adjusted EBITDA7 $ 191,493 $ 144,944 $ 97,515 $ 433,952 $ 11,568 $ 445,520 Revenue $ 1,151,371 $ 743,726 $ 630,558 $ 2,525,655 119,797 $ 2,645,452 Adjusted EBITDA Margin7 16.6 % 19.5 % 15.5 % 17.2 % NMP 16.8 % Note: Adjusted EBITDA is a non -GAAP financial measure. The table above provides a reconciliation of adjusted EBITDA for each segment to net income attributable to H.B. Fuller for each segment, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. NMP = Non-meaningful percentage
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14 H.B. FULLER COMPANY AND SUBSIDIARIES SEGMENT FINANCIAL INFORMATION NET REVENUE GROWTH (DECLINE) (unaudited) Three Months Ended Nine Months Ended August 30, 2025 August 30, 2025 Price 1.0 % 0.6 % Volume (1.9 )% (0.2 )% Organic Growth13 (0.9 )% 0.4 % M&A (2.9 )% (1.8 )% Constant currency (3.8 )% (1.4 )% F/X 1.0 % (1.1 )% Total H.B. Fuller Net Revenue (2.8 )% (2.5 )% Revenue growth versus 2024 Three Months Ended August 30, 2025 Net Revenue F/X Constant Currency M&A Organic Growth13 Hygiene, Health and Consumable Adhesives (1.0 )% 0.6 % (1.6 )% 1.5 % (3.1 )% Engineering Adhesives 4.7 % 1.2 % 3.5 % 1.3 % 2.2 % Building Adhesive Solutions 2.3 % 1.6 % 0.7 % 1.7 % (1.0 )% Corporate Unallocated14 (100.0 )% 0.0 % (100.0 )% (100.0 )% 0.0 % Total H.B. Fuller (2.8 )% 1.0 % (3.8 )% (2.9 )% (0.9 )% Revenue growth versus 2024 Nine Months Ended August 30, 2025 Net Revenue F/X Constant Currency M&A Organic Growth13 Hygiene, Health and Consumable Adhesives 0.0 % (2.1 )% 2.1 % 1.3 % 0.8 % Engineering Adhesives 5.6 % (0.5 )% 6.1 % 6.0 % 0.1 % Building Adhesive Solutions 1.7 % (0.3 )% 2.0 % 2.0 % 0.0 % Corporate Unallocated14 (100.0 )% 0.0 % (100.0 )% (100.0 )% 0.0 % Total H.B. Fuller (2.5 )% (1.1 )% (1.4 )% (1.8 )% 0.4 % 13 We use the term “organic revenue” to refer to net revenue, excluding the effect of foreign currency changes and acquisitions and divestitures. Organic growth reflects adjustments for the impact of period-over-period changes in foreign currency exchange rates on revenues and the revenues associated with acquisitions and divestitures. 14 Corporate Unallocated includes revenue for the North America Flooring business for the nine months ended August 31, 2024. This business was sold in the first quarter of 2025 and as a result all activity for prior years was moved to Corporate Unallocated.
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15 H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands (unaudited) Trailing Twelve Three Months Ended Months18 Ended November 30, 2024 March 1, 2025 May 31, 2025 August 30, 2025 August 30, 2025 Net income attributable to H.B. Fuller $ (7,359 ) $ 13,248 $ 41,828 $ 67,160 $ 114,877 Adjustments: Acquisition project costs1 4,051 9,828 3,602 518 17,999 Organizational realignment2 15,958 8,774 6,635 4,620 35,987 Project One3 2,672 3,064 2,581 2,499 10,816 Business divestiture15 47,267 - - - 47,267 Other4 39 - 44 1,711 1,794 Discrete tax items16 (1,322 ) 992 13,961 (3,742 ) 9,889 Income tax effect on adjustments6 (9,339 ) (5,909 ) (3,999 ) (3,402 ) (22,649 ) Adjusted net income attributable to H.B. Fuller7 51,967 29,997 64,652 69,364 215,980 Add: Interest expense 33,621 32,030 34,484 33,369 133,504 Interest income (1,084 ) (1,100 ) (854 ) (1,110 ) (4,148 ) Adjusted Income taxes 18,546 10,862 22,765 23,671 75,844 Depreciation and Amortization expense17 45,286 42,567 44,613 45,298 177,764 Adjusted EBITDA7 $ 148,336 $ 114,356 $ 165,660 $ 170,592 $ 598,944 15 Business divestiture for the three months and year ended November 30, 2024 includes impairment losses for goodwill and long-lived assets, and project costs incurred as a direct result of the pending sale of the North America Flooring business. Impairment losses represent the difference between the book value of the assets held for sale and their net realizable value. 16 Discrete tax items for the three months ended November 30, 2024 are related to various foreign tax matters. Discrete tax items for the three months ended March 1, 2025 are related to various foreign tax matters. Discrete tax items for the three months ended May 31, 2025 are primarily related to the impact of withholding tax recorded on earnings that are no longer permanently reinvested, as well as other various U.S. and foreign tax matters. Discrete tax benefit for the three months ended August 30, 2025 relates to various U.S. and foreign tax matters. 17 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller. Depreciation and amortization expense added back was ($711) for the three months ended November 30, 2024, ($30) for the three months ended March 1, 2025, ($70) for the three months ended May 31, 2025 and ($261) for the three months ended August 30, 2025.. 18 Trailing twelve months adjusted EBITDA is a non-GAAP financial measure and is defined as adjusted EBITDA for the twelve-month period ended on the date presented. The table above provides a reconciliation of trailing twelve month adjusted EBITDA to net income attributable to H.B. Fuller for the trailing twelve-month period presented, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.
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16 H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands (unaudited) August 30, 2025 May 31, 2025 August 31, 2024 Total debt $ 2,080,470 $ 2,112,428 $ 2,021,070 Less: Cash and cash equivalents 122,458 96,785 131,412 Net debt19 $ 1,958,012 $ 2,015,643 $ 1,889,658 Trailing twelve months18 / Year ended Adjusted EBITDA $ 598,944 $ 593,604 $ 618,122 Net Debt-to-Adjusted EBITDA19 3.3 3.4 3.1 19 Net debt and net debt-to-adjusted EBITDA are non-GAAP financial measures. Net debt is defined as total debt less cash and cash equivalents. Net debt-to-adjusted EBITDA is defined as net debt divided by trailing twelve months adjusted EBITDA. The calculations of these non-GAAP financial measures are shown in the table above. The table above provides a reconciliation of each of these non-GAAP financial measures to total debt, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands (unaudited) August 30, 2025 August 31, 2024 November 30, 2024 Trade receivables, net $ 563,579 $ 574,781 $ 558,336 Inventory 502,956 509,029 467,498 Trade payables 459,409 493,550 491,435 Net working capital20 $ 607,126 $ 590,260 $ 534,399 Net revenue three months ended $ 892,043 $ 917,927 Annualized net revenue20 3,568,172 3,671,708 Net working capital as a percentage of annualized revenue20 17.0 % 16.1 % 20 Net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue are non-GAAP financial measures. Net working capital is defined as trade receivables, net plus inventory less trade payables. Annualized net revenue is defined as net revenue for the three months ended on the date presented multiplied by four. Net working capital as a percentage of annualized net revenue is net working capital divided by annualized net revenue. The calculations of these non-GAAP financial measures are shown in the table above. The table above provides a reconciliation of each of these non-GAAP financial measures to the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.
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17 CONSOLIDATED BALANCE SHEETS H.B. Fuller Company and Subsidiaries (In thousands, except share and per share amounts) August 30, November 30, 2025 2024 Assets Current assets: Cash and cash equivalents $ 122,458 $ 169,352 Trade receivables (net of allowances of $11,661 and $11,621, as of August 30, 2025 and November 30, 2024, respectively) 563,579 558,336 Inventories 502,956 467,498 Other current assets 111,752 104,019 Total current assets 1,300,745 1,299,205 Property, plant and equipment 1,913,345 1,864,558 Accumulated depreciation (1,023,758 ) (982,631 ) Property, plant and equipment, net 889,587 881,927 Goodwill 1,681,887 1,532,221 Other intangibles, net 829,430 770,226 Other assets 464,453 449,665 Total assets $ 5,166,102 $ 4,933,244 Liabilities, non-controlling interest and total equity Current liabilities Notes payable $ - $ 587 Trade payables 459,409 491,435 Accrued compensation 90,283 106,005 Income taxes payable 18,774 24,225 Other accrued expenses 105,766 97,038 Total current liabilities 674,232 719,290 Long-term debt 2,080,470 2,010,052 Accrued pension liabilities 56,188 51,755 Other liabilities 396,240 322,299 Total liabilities $ 3,207,130 $ 3,103,396 Commitments and contingencies (Note 13) Equity H.B. Fuller stockholders' equity: Preferred stock (no shares outstanding) shares authorized – 10,045,900 - - Common stock, par value $1.00 per share, shares authorized – 160,000,000, shares outstanding – 54,043,300 and 54,657,103 as of August 30, 2025 and November 30, 2024, respectively $ 54,043 $ 54,657 Additional paid-in capital 288,195 322,636 Retained earnings 2,009,152 1,924,761 Accumulated other comprehensive loss (393,747 ) (473,395 ) Total H.B. Fuller stockholders' equity 1,957,643 1,828,659 Non-controlling interest 1,329 1,189 Total equity 1,958,972 1,829,848 Total liabilities, non-controlling interest and total equity $ 5,166,102 $ 4,933,244
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18 CONSOLIDATED STATEMENTS of CASH FLOWS H.B. Fuller Company and Subsidiaries (In thousands) Nine Months Ended August 30, 2025 August 31, 2024 Cash flows from operating activities: Net income including non-controlling interest $ 122,342 $ 137,647 Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities: Depreciation 68,314 66,990 Amortization 64,525 61,723 Deferred income taxes (39,227 ) (45,998 ) Loss from equity method investments, net of dividends received 1,045 622 Gain on insurance claims - (7,264 ) Loss on equity investment - 1,966 Loss on the sale of a business 1,515 - Loss on impairment of intangible asset 478 - Gain on sale or disposal of assets (178 ) (501 ) Share-based compensation 18,170 17,662 Pension and other post-retirement benefit plan activity (7,047 ) (6,671 ) Change in assets and liabilities, net of effects of acquisitions: Trade receivables, net (3,336 ) 26,373 Inventories (42,095 ) (62,206 ) Other assets (7,530 ) (39,025 ) Trade payables (25,764 ) 49,705 Accrued compensation (19,230 ) (11,566 ) Other accrued expenses 6,856 (5,244 ) Income taxes payable (12,993 ) (17,873 ) Other liabilities 28,622 856 Foreign currency remeasurement 2,289 49,591 Net cash provided by operating activities 156,756 216,787 Cash flows from investing activities: Purchased property, plant and equipment (94,593 ) (112,799 ) Purchased businesses, net of cash acquired (162,095 ) (274,067 ) Purchase of cost method investment (2,549 ) - Proceeds from sale of property, plant and equipment 843 1,048 Proceeds from the sale of a business 75,727 - Net cash used in investing activities (182,667 ) (385,818 ) Cash flows from financing activities: Proceeds from issuance of long-term debt 1,114,300 1,732,900 Repayment of long-term debt (1,053,593 ) (1,556,135 ) Payment of debt issuance costs (1,047 ) (3,493 ) Net payment of notes payable (585 ) (1,014 ) Dividends paid (37,559 ) (35,440 ) Proceeds from stock options exercised 5,519 34,161 Repurchases of common stock (60,728 ) (39,371 ) Net cash (used in) provided by financing activities (33,693 ) 131,608 Effect of exchange rate changes on cash and cash equivalents 12,710 (10,618 ) Net change in cash and cash equivalents (46,894 ) (48,041 ) Cash and cash equivalents at beginning of period 169,352 179,453 Cash and cash equivalents at end of period $ 122,458 $ 131,412