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- Free Cash Flow Decline (worsened) — Free cash flow fell 34% year-over-year to $40.9M, driven by a 50% increase in capital expenditures and higher working capital usage.
- Rouse Litigation Settlement Accrual (new) — The company recorded a $34.8M accrual for a probable loss in the Rouse grout lawsuit, compared to no accrual in the prior year.
- Shareholder Activism Risk (new) — A new risk factor discloses an unsolicited proposal from Ancora to acquire the Building Adhesive Solutions segment, which the board rejected as undervaluing the business.
H.B. Fuller Q3 profit rises 17.9% to $79.2M on pricing, but free cash flow halves
Filed September 24, 2026 · Period ending August 29, 2026 · Compared to 10-Q Sep 25, 2025 · ~1 min read
Key Financials
SEC XBRL| Metric | PriorAug 30, 2025 | CurrentAug 29, 2026 | Δ |
|---|---|---|---|
| Revenue | $892.0M | $938.2M | ▲ +5.2% |
| Net income | $67.2M | $79.2M | ▲ +17.9% |
| Diluted EPS | $1.22 | $1.44 | ▲ +18.0% |
| Cash & equivalents | $122.5M | $97.2M | ▼ -20.6% |
| Long-term debt (noncurrent) | $2.08B | $2.05B | ▼ -1.2% |
| Total assets | $5.17B | $5.43B | ▲ +5.1% |
As reported in XBRL by the filer · 10-Q vs 10-Q. Income figures cover the fiscal quarter (not year-to-date); cash & assets are period-end balances. n/m = not meaningful (sign change; a % would mislead). about this table · verify on EDGAR →
Key Number Changes
Prior filing · verify on EDGAR →
We recorded liabilities of $2,818 and $3,445 as of August 30, 2025 and November 30, 2024, respectively, for probable and reasonably estimable environmental remediation costs. Of the amount reserved, $508 and $1,055 as of August 30, 2025 and November 30, 2024, respectively, is attributable to a facility we own in Simpsonville, South Carolina that is a designated site under CERCLA.
Current filing · verify on EDGAR →
We recorded liabilities of $4,676 and $2,625 as of August 29, 2026 and November 29, 2025, respectively, for probable and reasonably estimable environmental remediation costs.
Prior filing · verify on EDGAR →
Lawsuits and claims settled 7 9 25
Settlement amounts $ 369 $ 1,208 $ 5,704
Insurance payments received or expected to be received $ 252 $ 844 $ 3,418
Current filing · verify on EDGAR →
Lawsuits and claims settled 9 7 28
Settlement amounts $ 963 $ 369 $ 5,882
Insurance payments received or expected to be received $ 668 $ 252 $ 3,547
Prior filing · verify on EDGAR →
Gross profit margin increased 200 basis points primarily due to the higher product pricing, lower distribution costs, and the impact of acquisitions/divestitures.
Current filing · verify on EDGAR →
Gross profit margin increased 120 basis points primarily due to higher product pricing and the impact of restructuring actions.
Prior filing · verify on EDGAR →
Net income attributable to H.B. Fuller in the third quarter of 2025 was $67.2 million compared to $55.4 million in the third quarter of 2024. Diluted earnings per share for the third quarter of 2025 was $1.22 per share compared to $0.98 per share for the third quarter of 2024.
Current filing · verify on EDGAR →
Net income attributable to H.B. Fuller in the third quarter of 2026 was $79.2 million compared to $67.2 million in the third quarter of 2025. Diluted earnings per share for the third quarter of 2026 was $1.44 per share compared to $1.22 per share for the third quarter of 2025.
Prior filing · verify on EDGAR →
Other income, net in the third quarter of 2025 included $5.7 million of net defined benefit pension benefits and $0.1 million of other income, partially offset by a $0.5 million of currency transaction losses.
Current filing · verify on EDGAR →
Other income, net in the third quarter of 2026 included $6.5 million of net defined benefit pension benefits, $0.4 million of other income and $19.5 million of currency transaction gains. The currency transaction gains primarily consisted of a $19.7 million unrealized gain on a forward exchange contract related to a pending acquisition.
Prior filing · verify on EDGAR →
Interest expense in the third quarter of 2025 was $33.6 million compared to $35.3 million in the third quarter of 2024 due to lower interest rates partially offset by higher debt levels.
Current filing · verify on EDGAR →
Interest expense in the third quarter of 2026 was $40.9 million compared to $33.6 million in the third quarter of 2025 primarily due to higher debt levels and debt extinguishment costs.
Prior filing · verify on EDGAR →
Income tax expense of $16.5 million in the third quarter of 2025 includes $3.7 million of discrete tax benefit. Excluding the discrete tax benefit, the overall effective tax rate was 24.4 percent.
Current filing · verify on EDGAR →
Income tax expense of $24.7 million in the third quarter of 2026 includes $2.1 million of discrete tax benefit. Excluding the discrete tax benefit, the overall effective tax rate was 26.4 percent.
Prior filing · verify on EDGAR →
Income from equity method investments | $ 0.8 | $ 1.3 | (38.5 )% | $ 2.7 | $ 3.0 | (10.0 )%
Current filing · verify on EDGAR →
Income from equity method investments | $ 2.6 | $ 0.8 | 225.0 % | $ 4.8 | $ 2.7 | 77.8 %
Prior filing · verify on EDGAR →
Total cash and cash equivalents as of August 30, 2025 were $122.5 million compared to $169.4 million as of November 30, 2024 and $131.4 million as of August 31, 2024. T ... otal long and short-term debt was $2,080.5 million as of August 30, 2025, $2,010.6 million as of November 30, 2024 and $2,021.1 million as of August 31, 2024.
Current filing · verify on EDGAR →
Total cash and cash equivalents as of August 29, 2026 were $97.2 million compared to $107.2 million as of November 29, 2025 and $122.5 million as of August 30, 2025. T ... otal long and short-term debt was $2,054.5 million as of August 29, 2026, $2,016.9 million as of November 29, 2025 and $2,080.5 million as of August 30, 2025.
Prior filing · verify on EDGAR →
Free cash flow | $ 62.2 | $ 104.0
Current filing · verify on EDGAR →
Free cash flow | $ 40.9 | $ 62.2
Prior filing · verify on EDGAR →
Accounts receivable DSO (in days)2 | 57 | 57 | Inventory days on hand (in days)3 | 78 | 75 | Trade accounts payable DPO (in days)4 | 69 | 70
Current filing · verify on EDGAR →
Accounts receivable DSO (in days)2 | 63 | 58 | Inventory DOH (in days)3 | 88 | 78 | Accounts payable DPO (in days)4 | 78 | 69
Prior filing · verify on EDGAR →
Purchases of property, plant and equipment were $94.6 million during the first nine months of 2025 compared to $112.8 million for the same period of 2024.
Current filing · verify on EDGAR →
Purchases of property, plant and equipment were $141.7 million during the first nine months of 2026 compared to $94.6 million for the same period of 2025.
Prior filing · verify on EDGAR →
Repurchases of common stock were $60.7 million in the first nine months of 2025 compared to $39.4 million in the same period of 2024.
Current filing · verify on EDGAR →
Repurchases of common stock were $48.9 million in the first nine months of 2026 compared to $60.7 million in the same period of 2025.
Prior filing · verify on EDGAR →
The outstanding payment obligations that were confirmed as valid and remained outstanding as of August 30, 2025, and November 30, 2024, were approximately $8,122 and $5,233, respectively.
Current filing · verify on EDGAR →
The outstanding payment obligations that were confirmed as valid and remained outstanding as of August 29, 2026, and November 29, 2025, were approximately $7,097 and $7,379, respectively.
Prior filing · verify on EDGAR →
Raw materials | $ 220,399 | $ 215,936 | Finished goods | 282,557 | 251,562 | Total inventories | $ 502,956 | $ 467,498
Current filing · verify on EDGAR →
Raw materials $ 265,487 $ 199,031 | Finished goods 317,158 272,932 | Total inventory $ 582,645 $ 471,963
Prior filing · verify on EDGAR →
Balance at November 30, 2024 $ 399,513 $ 581,344 $ 551,364 $ 1,532,221
Acquisitions 90,198 2,572 (851 ) 91,919
Foreign currency translation effect 30,716 24,427 2,604 57,747
Balance at August 30, 2025 $ 520,427 $ 608,343 $ 553,117 $ 1,681,887
Current filing · verify on EDGAR →
Balance at November 29, 2025 $ 517,763 $ 610,107 $ 552,189 $ 1,680,059
Acquisitions 971 5,200 - 6,171
Foreign currency translation effect 7,292 (1,267 ) 5,961 11,986
Balance at August 29, 2026 $ 526,026 $ 614,040 $ 558,150 $ 1,698,216
Prior filing · verify on EDGAR →
Original cost $ 225,700 $ 1,000,997 $ 82,194 $ 7,930 $ 1,316,821
Accumulated amortization (48,520 ) (400,390 ) (33,171 ) (5,310 ) (487,391 )
Net identifiable intangibles $ 177,180 $ 600,607 $ 49,023 $ 2,620 $ 829,430
Current filing · verify on EDGAR →
Original cost $ 233,360 $ 968,871 $ 81,224 $ 1,283,455
Accumulated amortization (70,394 ) (425,247 ) (39,121 ) (534,762 )
Net identifiable intangibles $ 162,966 $ 543,624 $ 42,103 $ 748,693
Prior filing · verify on EDGAR →
Amortization expense with respect to amortizable intangible assets was $22,082 and $22,149 for the three months ended August 30, 2025 and August 31, 2024, respectively, and was $64,525 and $61,723 for the nine months ended August 30, 2025 and August 31, 2024, respectively.
Current filing · verify on EDGAR →
Amortization expense with respect to amortizable intangible assets was $21,536 and $22,082 for the three months ended August 29, 2026 and August 30, 2025, respectively, and was $65,182 and $64,525 for the nine months ended August 29, 2026 and August 30, 2025, respectively.
Prior filing · verify on EDGAR →
Remainder | Fiscal Year | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter
Amortization expense $ 23,632 $ 105,293 $ 103,909 $ 105,102 $ 99,473 $ 392,021
Current filing · verify on EDGAR →
Remainder | Fiscal Year | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter
Amortization expense $ 26,105 $ 109,015 $ 110,636 $ 104,229 $ 75,403 $ 323,305
Prior filing · view on EDGAR →
Net periodic (benefit) cost $ (522 ) $ (1,932 ) $ 307 $ 814 $ (5,512 ) $ (2,436 )
Current filing · view on EDGAR →
Net periodic (benefit) cost $ (791 ) $ (522 ) $ 660 $ 307 $ (6,012 ) $ (5,512 )
Prior filing · verify on EDGAR →
Accumulated other comprehensive loss $ (394,167 ) $ (393,747 ) $ (420 )
Current filing · verify on EDGAR →
Accumulated other comprehensive loss $ (325,965 ) $ (325,965 ) $ -
Prior filing · verify on EDGAR →
As of August 30, 2025, we had a liability of $18,012 recorded for gross unrecognized tax benefits (excluding interest) compared to $15,590 as of November 30, 2024. As of August 30, 2025 and November 30, 2024, we had accrued $3,495 and $4,558 of gross interest relating to unrecognized tax benefits, respectively.
Current filing · verify on EDGAR →
As of August 29, 2026, we had a liability of $8,246 recorded for gross unrecognized tax benefits (excluding interest) compared to $9,206 as of November 29, 2025. As of August 29, 2026 and November 29, 2025, we had accrued $1,372 and $2,158 of gross interest relating to unrecognized tax benefits, respectively.
Prior filing · verify on EDGAR →
Share-based compensation awards of 1,935,970 and 517,442 shares for the three months ended August 30, 2025 and August 31, 2024, respectively, were excluded from diluted earnings per share calculations because they were antidilutive. Share-based compensation awards of 2,132,875 and 957,127 shares for the nine months ended August 30, 2025 and August 31, 2024, respectively, were excluded from diluted earnings per share calculations because they were antidilutive.
Current filing · verify on EDGAR →
Share-based compensation awards of 2,635,442 and 1,935,970 shares for the three months ended August 29, 2026 and August 30, 2025, respectively, were excluded from diluted earnings per share calculations because they were antidilutive. Share-based compensation awards of 2,891,579 and 2,132,875 shares for the nine months ended August 29, 2026 and August 30, 2025, respectively, were excluded from diluted earnings per share calculations because they were antidilutive.
Prior filing · verify on EDGAR →
The fair value of the holdback liability related to the acquisition of GEM and Medifill, based on a discounted cash flow model, was $33,570 as of August 30, 2025.
Current filing · verify on EDGAR →
As of August 29, 2026, the fair value of our Level 3 liabilities includes a holdback liability of $22,521, based on a discounted cash flow model, related to the acquisition of GEM and Medifill. It also includes a $1,271 holdback liability and a $1,933 contingent consideration liability both related to the acquisition of Dongguan Nako.
Prior filing · verify on EDGAR →
Long-term debt had an estimated fair value of $2,082,934 and $2,015,468 as of August 30, 2025 and November 30, 2024, respectively.
Current filing · verify on EDGAR →
Long-term debt had an estimated fair value of $2,076,102 and $2,041,062 as of August 29, 2026 and November 29, 2025, respectively.
Prior filing · verify on EDGAR →
We recorded liabilities of $2,818 and $3,445 as of August 30, 2025 and November 30, 2024, respectively, for probable and reasonably estimable environmental remediation costs.
Current filing · verify on EDGAR →
We recorded liabilities of $4,676 and $2,625 as of August 29, 2026 and November 29, 2025, respectively, for probable and reasonably estimable environmental remediation costs.
Prior filing · verify on EDGAR →
During the third quarter of 2025, there were no shares repurchased under this program. During the nine months ended August 30, 2025, we repurchased shares under this program with an aggregate value of $56,930. Of this amount, $978 reduced common stock and $55,953 reduced additional paid-in capital.
Current filing · verify on EDGAR →
During the third quarter ended August 29, 2026 there were no shares repurchased under this program and during the nine months ended August 29, 2026, we repurchased shares under this program with an aggregate value of $45,579. Of this amount, $750 reduced common stock and $44,829 reduced additional paid-in capital.
Prior filing · verify on EDGAR →
Lawsuits and claims settled 7 9 25
Settlement amounts $ 369 $ 1,208 $ 5,704
Insurance payments received or expected to be received $ 252 $ 844 $ 3,418
Current filing · verify on EDGAR →
Lawsuits and claims settled 9 7 28
Settlement amounts $ 963 $ 369 $ 5,882
Insurance payments received or expected to be received $ 668 $ 252 $ 3,547
Key Changes
-
high
Net income rose 17.9% to $79.2M, or $1.44 per share, as revenue grew 5.2% to $938.2M on 7.4% pricing gains.
-
high
Free cash flow fell to $40.9M as capital spending jumped 50% to $141.7M and working capital use increased.
-
high
Rouse grout lawsuit settled: company accrued $34.8M ($26.3M after tax) for a probable loss, up from no accrual a year ago.
-
medium
New $45M–$50M global footprint restructuring program approved;
-
medium
Pending AMS acquisition backed by up to $3.0B bridge credit; $19.7M unrealized forward-contract gain lifted other income.
Summary
H.B. Fuller's third quarter showed solid operating momentum, with revenue up 5.2% to $938.2M and net income up 17.9% to $79.2M, or $1.44 per share. Pricing gains of 7.4% more than offset a 3.0% volume decline, and gross margin expanded 120 basis points.
However, the bottom line was also helped by a $19.7M unrealized gain on a forward exchange contract tied to the pending AMS acquisition, which boosted other income to $26.4M. Cash generation deteriorated sharply. Free cash flow fell to $40.9M, as capital expenditures jumped 50% to $141.7M and working capital metrics worsened—days sales outstanding rose to 63 from 58, and inventory days on hand increased to 88 from 78.
The company also recorded a $34.8M accrual for the Rouse grout lawsuit settlement, a new liability that did not exist a year ago. Looking ahead, investors should watch whether the AMS acquisition closes as planned and how the new $45M–$50M restructuring program affects margins. The shareholder activism risk from Ancora's unsolicited proposal for the Building Adhesive Solutions segment adds strategic uncertainty, and the higher capital spending needs to translate into revenue growth to reverse the free cash flow decline.
Section-by-Section Diff
Legal Proceedings
Environmental liabilities rose to $4.7M; Rouse grout lawsuit settled with $34.8M accrual; asbestos settlements increased.
Previous filing · verify on EDGAR →
We recorded liabilities of $2,818 and $3,445 as of August 30, 2025 and November 30, 2024, respectively, for probable and reasonably estimable environmental remediation costs. Of the amount reserved, $508 and $1,055 as of August 30, 2025 and November 30, 2024, respectively, is attributable to a facility we own in Simpsonville, South Carolina that is a designated site under CERCLA.
Current filing · verify on EDGAR →
We recorded liabilities of $4,676 and $2,625 as of August 29, 2026 and November 29, 2025, respectively, for probable and reasonably estimable environmental remediation costs.
The current filing reports environmental remediation liabilities of $4,676 as of August 29, 2026, up from $2,818 a year earlier. The baseline also disclosed a specific CERCLA site in Simpsonville, South Carolina with $508 reserved, but that detail is omitted in the current filing. The increase in total liabilities is material, though the company still states no material adverse effect.
Previous filing · verify on EDGAR →
The named plaintiffs seek to represent a class but have not yet moved for class certification. The court has ordered the parties and their insurers to attend a meditation session on or around October 21 and 22, 2025. The Company intends to vigorously defend itself against the claims outlined in this lawsuit. As of August 30, 2025, we are unable to estimate any possible loss or range of possible losses and have not recorded a loss contingency for this matter.
Current filing · verify on EDGAR →
As previously disclosed, 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. Based upon the proposed settlement, 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. On June 10, 2026, the court granted preliminary approval of the terms of a definitive settlement agreement. As of August 29, 2026 and November 29, 2025, we have an accrued balance of $34.8 million included in other accrued expenses in the Consolidated Balance Sheets for both periods.
The Rouse lawsuit has moved from an unquantified contingency to a proposed settlement with a $34.8 million accrual ($26.3 million after tax). The company now records a probable loss, whereas previously no loss contingency was recorded. This is a material development in litigation exposure.
Previous filing · verify on EDGAR →
Lawsuits and claims settled 7 9 25
Settlement amounts $ 369 $ 1,208 $ 5,704
Insurance payments received or expected to be received $ 252 $ 844 $ 3,418
Current filing · verify on EDGAR →
Lawsuits and claims settled 9 7 28
Settlement amounts $ 963 $ 369 $ 5,882
Insurance payments received or expected to be received $ 668 $ 252 $ 3,547
Asbestos settlement amounts for the nine months ended August 29, 2026 were $963, up from $369 in the prior-year period. The number of lawsuits settled increased from 7 to 9. Insurance recoveries also increased from $252 to $668. The three-year cumulative settlement amount rose from $5,704 to $5,882.
MD&A
Revenue and margins improved on pricing and restructuring, but working capital and capex drove free cash flow down sharply.
Previous filing · verify on EDGAR →
Net revenue in the third quarter of 2025 decreased 2.8 percent from the third quarter of 2024. The decrease was due to a 2.9 percent decrease in acquisitions/divestitures, and a 1.9 percent decrease due to sales volume, partially offset by a 1.0 percent increase due to positive currency effects compared to the third quarter of 2024 and a 1.0 percent increase due to pricing.
Current filing · verify on EDGAR →
Net revenue in the third quarter of 2026 increased 5.2 percent from the third quarter of 2025. The increase was due to a 7.4 percent increase due to pricing, a 0.7 percent increase due to positive currency effects and a 0.1 percent increase due to acquisitions, partially offset by a 3.0 percent decrease due to sales volume compared to the third quarter of 2025.
The company shifted from a revenue decline driven by divestitures and volume to revenue growth driven primarily by pricing, with acquisitions contributing only slightly. This reflects a stronger pricing environment and the absence of the prior year's NA Flooring divestiture impact.
Previous filing · verify on EDGAR →
Gross profit margin increased 200 basis points primarily due to the higher product pricing, lower distribution costs, and the impact of acquisitions/divestitures.
Current filing · verify on EDGAR →
Gross profit margin increased 120 basis points primarily due to higher product pricing and the impact of restructuring actions.
Gross margin expansion slowed from 200 basis points to 120 basis points year-over-year, with the current period benefiting from pricing and restructuring rather than the prior year's distribution cost savings and acquisition/divestiture mix.
Previous filing · verify on EDGAR →
Net income attributable to H.B. Fuller in the third quarter of 2025 was $67.2 million compared to $55.4 million in the third quarter of 2024. Diluted earnings per share for the third quarter of 2025 was $1.22 per share compared to $0.98 per share for the third quarter of 2024.
Current filing · verify on EDGAR →
Net income attributable to H.B. Fuller in the third quarter of 2026 was $79.2 million compared to $67.2 million in the third quarter of 2025. Diluted earnings per share for the third quarter of 2026 was $1.44 per share compared to $1.22 per share for the third quarter of 2025.
Net income and diluted EPS both increased significantly in the current quarter, continuing the upward trend from the prior year. The improvement is consistent with higher revenue and gross margin.
Previous filing · verify on EDGAR →
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 $70.0 million to $75.0 million ($47.8 million to $51.2 million after-tax), which include (i) cash expenditures of approximately $41.0 million to $42.0 million ($28.0 million to $28.7 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 $69.7 million under the Plans as of August 30, 2025.
Current filing · verify on EDGAR →
During fiscal year 2023, the Company approved restructuring plans (the “Plans”) related to organizational changes and other actions to optimize operations and integrate acquired businesses. In implementing the Plans, the Company currently expects to incur costs of approximately $87.0 million to $90.0 million ($59.2 million to $61.4 million after tax), which include (i) cash expenditures of approximately $51.0 million to $52.0 million ($34.8 million to $35.5 million after tax) for severance and related employee costs globally and (ii) other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans. We have incurred costs of $85.2 million under the Plans as of August 29, 2026.
The company also added a new restructuring program for global footprint optimization with expected costs of -50 million.
Added in current filing · verify on EDGAR →
The Company approved restructuring actions related to global footprint optimization during the fourth quarter of 2025. In implementing these restructuring actions, the Company currently expects to incur costs of approximately $45.0 million to $50.0 million ($33.3 million to $37.0 million after tax), which include (i) cash expenditures of approximately $14.0 million to $16.0 million ($10.4 million to $11.8 million after tax) for severance and related employee costs globally and (ii) other restructuring costs related to optimizing the Company’s footprint and the payment of anticipated income taxes in certain jurisdictions related to the other restructuring actions. We have incurred costs of $11.6 million under the other restructuring actions as of August 29, 2026.
This is a material new cost initiative not present in the baseline.
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Other income, net in the third quarter of 2025 included $5.7 million of net defined benefit pension benefits and $0.1 million of other income, partially offset by a $0.5 million of currency transaction losses.
Current filing · verify on EDGAR →
Other income, net in the third quarter of 2026 included $6.5 million of net defined benefit pension benefits, $0.4 million of other income and $19.5 million of currency transaction gains. The currency transaction gains primarily consisted of a $19.7 million unrealized gain on a forward exchange contract related to a pending acquisition.
Other income surged from $5.3 million to $26.4 million, driven by a $19.7 million unrealized gain on a forward exchange contract related to a pending acquisition. This is a significant non-operating item that boosted reported earnings.
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Interest expense in the third quarter of 2025 was $33.6 million compared to $35.3 million in the third quarter of 2024 due to lower interest rates partially offset by higher debt levels.
Current filing · verify on EDGAR →
Interest expense in the third quarter of 2026 was $40.9 million compared to $33.6 million in the third quarter of 2025 primarily due to higher debt levels and debt extinguishment costs.
Interest expense increased 21.7% year-over-year, driven by higher debt levels and debt extinguishment costs, reversing the prior year's decline. This reflects increased borrowing and refinancing activity.
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Income tax expense of $16.5 million in the third quarter of 2025 includes $3.7 million of discrete tax benefit. Excluding the discrete tax benefit, the overall effective tax rate was 24.4 percent.
Current filing · verify on EDGAR →
Income tax expense of $24.7 million in the third quarter of 2026 includes $2.1 million of discrete tax benefit. Excluding the discrete tax benefit, the overall effective tax rate was 26.4 percent.
The effective tax rate excluding discrete items increased from 24.4% to 26.4%, indicating a higher underlying tax burden in the current period.
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Income from equity method investments | $ 0.8 | $ 1.3 | (38.5 )% | $ 2.7 | $ 3.0 | (10.0 )%
Current filing · verify on EDGAR →
Income from equity method investments | $ 2.6 | $ 0.8 | 225.0 % | $ 4.8 | $ 2.7 | 77.8 %
Income from the Sekisui-Fuller joint venture increased significantly, from $0.8 million to $2.6 million in the quarter and from $2.7 million to $4.8 million year-to-date, driven by higher joint venture net income.
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The tables below provide certain information regarding the net revenue and operating income of each of our operating segments.
Current filing · verify on EDGAR →
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.
The company changed its segment performance metric from operating income to Adjusted EBITDA and Adjusted EBITDA margin. This aligns with management's stated use of Adjusted EBITDA for resource allocation and performance assessment.
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Total cash and cash equivalents as of August 30, 2025 were $122.5 million compared to $169.4 million as of November 30, 2024 and $131.4 million as of August 31, 2024. T ... otal long and short-term debt was $2,080.5 million as of August 30, 2025, $2,010.6 million as of November 30, 2024 and $2,021.1 million as of August 31, 2024.
Current filing · verify on EDGAR →
Total cash and cash equivalents as of August 29, 2026 were $97.2 million compared to $107.2 million as of November 29, 2025 and $122.5 million as of August 30, 2025. T ... otal long and short-term debt was $2,054.5 million as of August 29, 2026, $2,016.9 million as of November 29, 2025 and $2,080.5 million as of August 30, 2025.
Cash declined from $122.5 million to $97.2 million year-over-year, while total debt decreased slightly from $2,080.5 million to $2,054.5 million. The debt-to-capital ratio improved from 51.5% to 48.7%.
Previous filing · verify on EDGAR →
Free cash flow | $ 62.2 | $ 104.0
Current filing · verify on EDGAR →
Free cash flow | $ 40.9 | $ 62.2
Free cash flow declined from $62.2 million to $40.9 million year-over-year, driven by higher capital expenditures ($141.7 million vs $94.6 million) and increased working capital usage, despite higher operating cash flow.
Previous filing · verify on EDGAR →
Accounts receivable DSO (in days)2 | 57 | 57 | Inventory days on hand (in days)3 | 78 | 75 | Trade accounts payable DPO (in days)4 | 69 | 70
Current filing · verify on EDGAR →
Accounts receivable DSO (in days)2 | 63 | 58 | Inventory DOH (in days)3 | 88 | 78 | Accounts payable DPO (in days)4 | 78 | 69
DSO increased from 58 to 63 days, inventory days on hand increased from 78 to 88 days, and DPO increased from 69 to 78 days. The deterioration in receivables and inventory turnover contributed to the higher working capital use of cash.
Previous filing · verify on EDGAR →
Purchases of property, plant and equipment were $94.6 million during the first nine months of 2025 compared to $112.8 million for the same period of 2024.
Current filing · verify on EDGAR →
Purchases of property, plant and equipment were $141.7 million during the first nine months of 2026 compared to $94.6 million for the same period of 2025.
Capital expenditures increased 50% year-over-year, from $94.6 million to $141.7 million, reflecting timing of capital projects and growth initiatives. This is a key driver of the free cash flow decline.
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Repurchases of common stock were $60.7 million in the first nine months of 2025 compared to $39.4 million in the same period of 2024.
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Repurchases of common stock were $48.9 million in the first nine months of 2026 compared to $60.7 million in the same period of 2025.
Share repurchases decreased from $60.7 million to $48.9 million year-over-year, indicating a slower pace of buybacks in the current period.
Previous filing · verify on EDGAR → · paraphrased
During the first nine months of 2025, we paid $162.1 million in cash for business acquisitions and received $75.7 million in cash related to the sale of our NA Flooring business.
Current filing · verify on EDGAR →
During the first nine months of 2026, we paid $3.8 million in cash for business acquisitions and $11.6 million of a holdback for our acquisitions.
Acquisition spending dropped dramatically from $162.1 million to $3.8 million, and the prior year's $75.7 million divestiture proceeds from NA Flooring did not recur. The current period reflects a much lower level of M&A activity.
Notes
Note 1 updates supplier finance balances, adds a new short-term notes disclosure, and removes a segment reporting ASU.
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As of August 29, 2026, the Company had 10-year unsecured public notes with an aggregate principal balance of $300,000 and a fixed coupon rate of 4.0 percent due February 15, 2027, classified as long term debt on the accompanying Consolidated Balance Sheets based on the Company’s intent and ability to refinance the notes on a long‑term basis. The Company maintains a revolving credit facility with maturity extending beyond twelve months from the balance sheet date and sufficient borrowing capacity to replace the notes with a long-term financing facility.
The current filing adds a new disclosure explaining that $300 million of 4.0% notes due February 2027 are classified as long-term debt because the company intends and has the ability to refinance them using its revolving credit facility. This is a new disclosure not present in the prior year's Note 1.
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On June 25, 2026, the Company issued an announcement pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers, disclosing that the board of directors of the Company and the board of directors of Advanced Medical Solutions Group plc (“AMS”) had reached agreement on the terms of a recommended final cash offer by the Company for the entire issued and to be issued share capital of AMS.
The current filing discloses a new pending acquisition of AMS, a UK-listed medical products company, for approximately 659,000 British pounds. The transaction is expected to close by the end of the calendar year, subject to regulatory approvals. This is a significant new strategic development not present in the baseline.
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On August 26, 2026, we acquired certain assets of Dongguan Nako Technology Co., Ltd. ("Dongguan Nako") for a purchase price of 70,000 China Yuan Renminbi, or approximately $10,416 which was funded through existing cash.
The current filing discloses a new acquisition of Dongguan Nako, a Chinese automated fastener precoating business. The acquisition is expected to accelerate growth in China and includes goodwill. This is a new transaction not present in the baseline.
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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.
The current filing discloses a new acquisition of ND Industries Turkey, a specialty adhesives and fastener locking business. The acquisition is expected to accelerate growth in EIMEA and includes goodwill. This is a new transaction not present in the baseline.
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In implementing the Plans, the Company currently expects to incur pre-tax costs of approximately $70,000 to $75,000 for severance and related employee costs globally, other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans.
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In implementing the Plans, the Company currently expects to incur pre-tax costs of approximately $87,000 to $90,000 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 estimated pre-tax costs for the fiscal 2023 restructuring plans have increased from - -. This indicates higher than initially expected restructuring costs.
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The Company approved restructuring actions related to global footprint optimization during the fourth quarter of 2025. The Company incurred $4,924 of expenses in the fourth quarter of 2025 associated with these actions.
The current filing discloses new restructuring actions related to global footprint optimization, with expected pre-tax costs. These actions are expected to be completed during fiscal year 2028. This is a new restructuring program not present in the baseline.
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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.
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On July 17, 2026, we entered into Amendment No. 3 (the “Amendment”) to our Second Amended and Restated Credit Agreement dated as of February 15, 2023, as previously amended which replaced our senior secured term loan A facility (“Term Loan A”) and our senior secured multicurrency revolving credit facility (“Revolver”).
The current filing discloses a new amendment to the credit agreement that refinanced Term Loan A and the Revolver, increasing the Revolver from $700 million to $800 million and extending the maturity date to July 17, 2031. The baseline filing disclosed a different refinancing amendment related to Term Loan B. This is a significant change in debt structure.
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On June 25, 2026, we entered into (i) a Term Loan and Revolving Facility Secured Bridge Credit Agreement (“Secured Bridge Credit Agreement”) and (ii) a Term Loan Unsecured Bridge Credit Agreement (“Unsecured Bridge Credit Agreement”) to provide us certain borrowings in an aggregate amount of up to $3.0 billion in connection with our pending acquisition of AMS.
The current filing discloses new bridge credit agreements totaling up to $3.0 billion to fund the pending AMS acquisition. The Secured Bridge Credit Agreement was terminated on July 17, 2026, and the Unsecured Bridge Credit Agreement has $917 million of commitments with no amounts drawn as of August 29, 2026. This is a new financing arrangement not present in the baseline.
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Raw materials | $ 220,399 | $ 215,936 | Finished goods | 282,557 | 251,562 | Total inventories | $ 502,956 | $ 467,498
Current filing · verify on EDGAR →
Raw materials $ 265,487 $ 199,031 | Finished goods 317,158 272,932 | Total inventory $ 582,645 $ 471,963
Inventory balances have increased significantly, with total inventory rising. This reflects higher raw materials and finished goods levels, likely due to acquisitions and business growth.
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Income tax expense for the three and nine months ended August 30, 2025 includes $3,742 of discrete tax benefit and $11,210 of discrete tax expense, respectively. The discrete tax benefit for the three months ended August 30, 2025 relates to various U.S. and foreign tax matters. The 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. Excluding the discrete tax benefit and expense, the overall effective tax rate was 24.4 percent and 25.2 percent for the three and nine months ended August 30, 2025, respectively.
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Income tax expense for the three and nine months ended August 29, 2026 includes $2,075 and $1,621 of discrete tax benefit, respectively, relating to various U.S. and foreign tax matters. Excluding the discrete tax benefit, the overall effective tax rate was 26.4 percent and 26.8 percent for the three and nine months ended August 29, 2026, respectively.
The current period reports smaller discrete tax benefits ( and ) compared to the prior year's benefit and expense. The effective tax rate excluding discrete items increased from 24.4%/25.2% to 26.4%/26.8%, indicating a higher underlying tax rate.
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As of August 30, 2025, we had a liability of $18,012 recorded for gross unrecognized tax benefits (excluding interest) compared to $15,590 as of November 30, 2024. As of August 30, 2025 and November 30, 2024, we had accrued $3,495 and $4,558 of gross interest relating to unrecognized tax benefits, respectively.
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As of August 29, 2026, we had a liability of $8,246 recorded for gross unrecognized tax benefits (excluding interest) compared to $9,206 as of November 29, 2025. As of August 29, 2026 and November 29, 2025, we had accrued $1,372 and $2,158 of gross interest relating to unrecognized tax benefits, respectively.
Gross unrecognized tax benefits decreased and accrued interest decreased. This suggests resolution or release of uncertain tax positions during the year.
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On June 25, 2026, the Company entered into a forward exchange contract with a notional amount of 675,000 British pounds to offset the impact of exchange rate fluctuations associated with our pending acquisition of AMS.
A new forward contract was entered into to hedge currency risk on the pending AMS acquisition, with a pretax gain of recognized in the current period.
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The fair value of the holdback liability related to the acquisition of GEM and Medifill, based on a discounted cash flow model, was $33,570 as of August 30, 2025.
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As of August 29, 2026, the fair value of our Level 3 liabilities includes a holdback liability of $22,521, based on a discounted cash flow model, related to the acquisition of GEM and Medifill. It also includes a $1,271 holdback liability and a $1,933 contingent consideration liability both related to the acquisition of Dongguan Nako.
The Level 3 holdback liability decreased and new liabilities related to Dongguan Nako were added. The rollforward shows a payment and additions.
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We recorded liabilities of $2,818 and $3,445 as of August 30, 2025 and November 30, 2024, respectively, for probable and reasonably estimable environmental remediation costs.
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We recorded liabilities of $4,676 and $2,625 as of August 29, 2026 and November 29, 2025, respectively, for probable and reasonably estimable environmental remediation costs.
The environmental remediation liability increased from $2,818 at August 30, 2025 to $4,676 at August 29, 2026, a 66% rise. The prior-year comparison also shifted, with the November 2025 balance of $2,625 now lower than the November 2024 balance of $3,445. The company removed the separate disclosure of the Simpsonville, South Carolina CERCLA site allocation that was present in the baseline.
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The named plaintiffs seek to represent a class but have not yet moved for class certification. The court has ordered the parties and their insurers to attend a meditation session on or around October 21 and 22, 2025. The Company intends to vigorously defend itself against the claims outlined in this lawsuit. As of August 30, 2025, we are unable to estimate any possible loss or range of possible losses and have not recorded a loss contingency for this matter.
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As previously disclosed, 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. Based upon the proposed settlement, 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. On June 10, 2026, the court granted preliminary approval of the terms of a definitive settlement agreement. As of August 29, 2026 and November 29, 2025, we have an accrued balance of $34.8 million included in other accrued expenses in the Consolidated Balance Sheets for both periods.
The Rouse litigation moved from an unestimable contingency with no accrual to a probable loss with a $34.8 million accrual ($26.3 million after tax). The company reached a settlement in principle for up to $75.0 million, with payment obligations limited to valid claims and related costs. Preliminary court approval was granted on June 10, 2026, and the accrual remains on the balance sheet at both August 29, 2026 and November 29, 2025.
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Revenue and operating income of each of our segments are regularly reviewed by our chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance. Segment operating income is identified as gross profit less SG&A expenses.
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Revenue and Adjusted EBITDA of each of our segments are regularly reviewed by our chief executive officer, who acts as our chief operating decision maker, to make decisions about resources to be allocated to the segments and assess their performance. Adjusted EBITDA is defined as net income before interest, income taxes, and depreciation and amortization, adjusted for other items within a relevant period which are not reflective of the segment’s operating performance in the period.
The company changed its segment performance measure from operating income to Adjusted EBITDA. The chief operating decision maker is now explicitly identified as the chief executive officer. The segment tables now present Adjusted EBITDA, depreciation and amortization, and capital expenditures instead of operating income, and a reconciliation from net income to Adjusted EBITDA is provided.
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During the third quarter of 2025, there were no shares repurchased under this program. During the nine months ended August 30, 2025, we repurchased shares under this program with an aggregate value of $56,930. Of this amount, $978 reduced common stock and $55,953 reduced additional paid-in capital.
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During the third quarter ended August 29, 2026 there were no shares repurchased under this program and during the nine months ended August 29, 2026, we repurchased shares under this program with an aggregate value of $45,579. Of this amount, $750 reduced common stock and $44,829 reduced additional paid-in capital.
Share repurchases under the program declined in the first nine months of fiscal 2025 in the first nine months of fiscal 2026, a 20% decrease. No shares were repurchased in the third quarter of either year. The company removed the prior-year comparison for the third quarter of 2024 and nine months ended August 31, 2024 that was present in the baseline.
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Lawsuits and claims settled 7 9 25
Settlement amounts $ 369 $ 1,208 $ 5,704
Insurance payments received or expected to be received $ 252 $ 844 $ 3,418
Current filing · verify on EDGAR →
Lawsuits and claims settled 9 7 28
Settlement amounts $ 963 $ 369 $ 5,882
Insurance payments received or expected to be received $ 668 $ 252 $ 3,547
Asbestos-related lawsuit settlements increased from 7 to 9 in the nine-month period, with settlement amounts rising from $369 to $963. Insurance payments received or expected increased from $252 to $668. The three-year cumulative figures also shifted, with settlements of $5,882 and insurance payments of $3,547 in the current period compared to $5,704 and $3,418 in the baseline.
Show 19 minor / wording changes
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The outstanding payment obligations that were confirmed as valid and remained outstanding as of August 30, 2025, and November 30, 2024, were approximately $8,122 and $5,233, respectively.
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The outstanding payment obligations that were confirmed as valid and remained outstanding as of August 29, 2026, and November 29, 2025, were approximately $7,097 and $7,379, respectively.
The supplier finance program outstanding obligations decreased from $8,122 thousand at August 30, 2025 to $7,097 thousand at August 29, 2026, and the comparative period changed from November 30, 2024 to November 29, 2025. The amounts are updated for the new reporting periods.
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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 this guidance will have on our Consolidated Financial Statements.
The current filing removes the entire paragraph about ASU 2023-07 (Segment Reporting).
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The acquisition fair value measurement was preliminary as of | August 30, 2025 and includes goodwill of | $2,422, other intangible assets of | $2,400 and other net assets of | $3,488.
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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.
The fair value measurement for the ND Industries Taiwan acquisition has been finalized, with goodwill increasing and other net assets decreasing. This reflects the completion of purchase price allocation.
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The acquisition fair value measurement was preliminary as of August 30, 2025 and includes goodwill of $90,198, other intangible assets of $104,723 and other net liabilities of $2,069.
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The acquisition fair value measurement was final as of February 28, 2026 and includes goodwill of $91,430, other intangible assets of $104,723 and other net assets of $837.
The fair value measurement for the GEM and Medifill acquisitions has been finalized, with goodwill increasing and other net liabilities becoming other net assets. This reflects the completion of purchase price allocation.
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On August 5, 2024, we acquired HS Butyl Limited (“HS Butyl”) for a purchase price of 18,342 British pounds, or approximately $23,428 which was funded through existing cash.
The baseline filing disclosed the acquisition of HS Butyl Limited, a UK butyl tape manufacturer. This disclosure is absent from the current filing, likely because the acquisition is no longer considered material or has been fully integrated. This is a lifecycle removal of a completed acquisition.
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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.
The baseline filing disclosed the acquisition of ND Industries, Inc., a specialty adhesives business. This disclosure is absent from the current filing, likely because the acquisition is no longer considered material or has been fully integrated. This is a lifecycle removal of a completed acquisition.
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On December 2, 2024, we completed the sale of certain assets in our North American Flooring business, which was included in our Construction Adhesives segment for $75,727.
The baseline filing disclosed the divestiture of the North America Flooring business for resulting in a loss. This disclosure is absent from the current filing, likely because the divestiture is no longer considered material or has been fully integrated. This is a lifecycle removal of a completed divestiture.
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Balance at November 30, 2024 $ 399,513 $ 581,344 $ 551,364 $ 1,532,221
Acquisitions 90,198 2,572 (851 ) 91,919
Foreign currency translation effect 30,716 24,427 2,604 57,747
Balance at August 30, 2025 $ 520,427 $ 608,343 $ 553,117 $ 1,681,887
Current filing · verify on EDGAR →
Balance at November 29, 2025 $ 517,763 $ 610,107 $ 552,189 $ 1,680,059
Acquisitions 971 5,200 - 6,171
Foreign currency translation effect 7,292 (1,267 ) 5,961 11,986
Balance at August 29, 2026 $ 526,026 $ 614,040 $ 558,150 $ 1,698,216
Goodwill balances have increased driven by acquisitions and foreign currency translation. The current period shows lower acquisition-related goodwill additions compared to the prior period.
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Original cost $ 225,700 $ 1,000,997 $ 82,194 $ 7,930 $ 1,316,821
Accumulated amortization (48,520 ) (400,390 ) (33,171 ) (5,310 ) (487,391 )
Net identifiable intangibles $ 177,180 $ 600,607 $ 49,023 $ 2,620 $ 829,430
Current filing · verify on EDGAR →
Original cost $ 233,360 $ 968,871 $ 81,224 $ 1,283,455
Accumulated amortization (70,394 ) (425,247 ) (39,121 ) (534,762 )
Net identifiable intangibles $ 162,966 $ 543,624 $ 42,103 $ 748,693
The composition of amortizable intangible assets has changed, with the current period showing lower net identifiable intangibles compared in the baseline. This reflects changes in original cost, accumulated amortization, and the removal of the 'Other' category.
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Amortization expense with respect to amortizable intangible assets was $22,082 and $22,149 for the three months ended August 30, 2025 and August 31, 2024, respectively, and was $64,525 and $61,723 for the nine months ended August 30, 2025 and August 31, 2024, respectively.
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Amortization expense with respect to amortizable intangible assets was $21,536 and $22,082 for the three months ended August 29, 2026 and August 30, 2025, respectively, and was $65,182 and $64,525 for the nine months ended August 29, 2026 and August 30, 2025, respectively.
Amortization expense has changed, with the current period showing for the three months and for the nine months, compared and in the baseline. This reflects changes in the intangible asset base.
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Remainder | Fiscal Year | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter
Amortization expense $ 23,632 $ 105,293 $ 103,909 $ 105,102 $ 99,473 $ 392,021
Current filing · verify on EDGAR →
Remainder | Fiscal Year | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter
Amortization expense $ 26,105 $ 109,015 $ 110,636 $ 104,229 $ 75,403 $ 323,305
The estimated future amortization expense has been updated, with the current period showing different amounts for each fiscal year. This reflects changes in the intangible asset base and amortization schedules.
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Non-amortizable intangible assets as of August 30, 2025 and November 30, 2024 were $0 and $461, respectively, and relate to trademarks and trade names. The change in non-amortizable assets as of August 30, 2025 compared to November 30, 2024 was due to impairment.
The baseline filing disclosed non-amortizable intangible assets of $0 and with the change due to impairment. This disclosure is absent from the current filing, likely because the amounts are no longer material.
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Net periodic (benefit) cost $ (522 ) $ (1,932 ) $ 307 $ 814 $ (5,512 ) $ (2,436 )
Current filing · view on EDGAR →
Net periodic (benefit) cost $ (791 ) $ (522 ) $ 660 $ 307 $ (6,012 ) $ (5,512 )
Net periodic benefit costs have changed, with the current period showing different amounts for U.S. plans, non-U.S. plans, and other postretirement benefits. This reflects changes in actuarial assumptions and plan experience.
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Accumulated other comprehensive loss $ (394,167 ) $ (393,747 ) $ (420 )
Current filing · verify on EDGAR →
Accumulated other comprehensive loss $ (325,965 ) $ (325,965 ) $ -
Accumulated other comprehensive loss has decreased primarily due to changes in foreign currency translation and interest rate swaps. This reflects the impact of currency movements and hedging activities.
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Share-based compensation awards of 1,935,970 and 517,442 shares for the three months ended August 30, 2025 and August 31, 2024, respectively, were excluded from diluted earnings per share calculations because they were antidilutive. Share-based compensation awards of 2,132,875 and 957,127 shares for the nine months ended August 30, 2025 and August 31, 2024, respectively, were excluded from diluted earnings per share calculations because they were antidilutive.
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Share-based compensation awards of 2,635,442 and 1,935,970 shares for the three months ended August 29, 2026 and August 30, 2025, respectively, were excluded from diluted earnings per share calculations because they were antidilutive. Share-based compensation awards of 2,891,579 and 2,132,875 shares for the nine months ended August 29, 2026 and August 30, 2025, respectively, were excluded from diluted earnings per share calculations because they were antidilutive.
The number of antidilutive share-based awards excluded from diluted EPS increased significantly in the current period (2,635,442 vs 1,935,970 for Q3; 2,891,579 vs 2,132,875 for nine months). This may reflect higher stock prices or changes in award terms.
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The combined fair value of the interest rate swap was a liability of $3,756 at August 30, 2025 and was included in other liabilities in the Consolidated Balance Sheets.
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The fair value of the interest rate swap was an asset of $2,094 at August 29, 2026 and was included in other assets in the Consolidated Balance Sheets.
The first interest rate swap moved from a liability to an asset, reflecting changes in interest rates. Similar shifts occurred for the other swaps, with the $300,000 swap moving from a liability to an asset, and the $100,000 swap from a liability to an asset.
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On June 15, 2026, we entered into fixed-to-fixed cross-currency interest rate swap agreements for a total notional amount of €100,000 maturing in June 2030. On March 25, 2026, we entered into fixed-to-fixed cross-currency interest rate swap agreements for a total notional amount of €100,000 maturing in March 2029.
The company entered into two new cross-currency swap agreements in 2026 totaling €200,000 notional, expanding its net investment hedging program.
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Long-term debt had an estimated fair value of $2,082,934 and $2,015,468 as of August 30, 2025 and November 30, 2024, respectively.
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Long-term debt had an estimated fair value of $2,076,102 and $2,041,062 as of August 29, 2026 and November 29, 2025, respectively.
The fair value of long-term debt decreased slightly while the prior year comparison increased.
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As of November 30, 2024, our three 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 American Flooring business (“NA Flooring”), previously part of the Construction Adhesives operating segment, and combining our Insulated 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 newly named Building Adhesive Solutions operating segment.
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Our three reportable operating segments consist of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Building Adhesive Solutions.
The current filing states the three reportable segments without repeating the detailed reorganization narrative from the baseline. The baseline described the sale of NA Flooring and the formation of Building Adhesive Solutions effective at the beginning of fiscal 2025. The current filing omits the historical reorganization explanation and the inter-segment revenue policy disclosure.
Risk Factors
Added a new risk factor on shareholder activism, citing an unsolicited proposal from Ancora to acquire the Building Adhesive Solutions segment.
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Shareholder activism efforts could be disruptive and costly and may create uncertainty regarding our strategic direction.
The company added a new risk factor describing potential shareholder activism, including an unsolicited proposal from Ancora Holdings Group to acquire the Building Adhesive Solutions segment. The board rejected the proposal as undervaluing the business, but the company notes ongoing threats of a public campaign and potential disruption.
Financial Statements
Primary statements as printed on the EDGAR filing (iXBRL face). Companyfacts is used only when a statement is not on the HTML face. Not generated by the model.
Consolidated Statements of Income (Unaudited)
(In thousands, except per share amounts)
| Description | Three months ended August 29, 2026 | Three months ended August 30, 2025 | Nine months ended August 29, 2026 | Nine months ended August 30, 2025 |
|---|---|---|---|---|
| Net revenue | 938,175 | 892,043 | 2,659,289 | 2,578,801 |
| Cost of sales | (626,489) | (606,929) | (1,791,902) | (1,780,228) |
| Gross profit | 311,686 | 285,114 | 867,387 | 798,573 |
| Selling, general and administrative expenses | (198,481) | (174,974) | (585,297) | (541,942) |
| Other income, net | 26,429 | 5,308 | 38,805 | 15,655 |
| Interest expense | (40,915) | (33,630) | (106,542) | (100,536) |
| Interest income | 2,489 | 1,110 | 6,524 | 3,064 |
| Income before income taxes and income from equity method investments | 101,208 | 82,928 | 220,877 | 174,814 |
| Income taxes | (24,656) | (16,527) | (57,662) | (55,198) |
| Income from equity method investments | 2,630 | 832 | 4,816 | 2,726 |
| Net income including non-controlling interest | 79,182 | 67,233 | 168,031 | 122,342 |
| Net income attributable to non-controlling interest | - | (73) | - | (106) |
| Net income attributable to H.B. Fuller | 79,182 | 67,160 | 168,031 | 122,236 |
| Earnings per share attributable to H.B. Fuller common stockholders: | ||||
| Basic | 1.46 | 1.23 | 3.09 | 2.24 |
| Diluted | 1.44 | 1.22 | 3.05 | 2.21 |
| Weighted-average common shares outstanding: | ||||
| Basic | 54,235 | 54,428 | 54,465 | 54,623 |
| Diluted | 54,906 | 55,162 | 55,163 | 55,381 |
Consolidated Balance Sheets (Unaudited)
(In thousands, except share and per share amounts)
| Description | August 29, 2026 | November 29, 2025 |
|---|---|---|
| Assets | ||
| Current assets: | ||
| Cash and cash equivalents | 97,230 | 107,213 |
| Accounts receivable (net of allowances of $13,265 and $11,922, as of August 29, 2026 and November 29, 2025, respectively) | 648,012 | 564,339 |
| Inventory | 582,645 | 471,963 |
| Other current assets | 157,985 | 119,750 |
| Total current assets | 1,485,872 | 1,263,265 |
| Property, plant and equipment | 2,061,887 | 1,956,209 |
| Accumulated depreciation | (1,083,003) | (1,020,948) |
| Property, plant and equipment, net | 978,884 | 935,261 |
| Goodwill | 1,698,216 | 1,680,059 |
| Other intangibles, net | 748,693 | 805,867 |
| Other assets | 515,383 | 498,254 |
| Total assets | 5,427,048 | 5,182,706 |
| Liabilities, non-controlling interest and total equity | ||
| Current liabilities: | ||
| Accounts payable | 537,126 | 470,132 |
| Accrued compensation | 100,075 | 114,302 |
| Income taxes payable | 33,078 | 25,018 |
| Other accrued expenses | 147,782 | 133,907 |
| Total current liabilities | 818,061 | 743,359 |
| Long-term debt | 2,054,547 | 2,016,937 |
| Accrued pension liabilities | 51,525 | 51,317 |
| Other liabilities | 334,898 | 367,899 |
| Total liabilities | 3,259,031 | 3,179,512 |
| 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 issued and outstanding – 53,818,019 and 54,174,963 as of August 29, 2026 and November 29, 2025, respectively | 53,818 | 54,175 |
| Additional paid-in capital | 285,521 | 298,017 |
| Retained earnings | 2,154,643 | 2,026,071 |
| Accumulated other comprehensive loss | (325,965) | (375,045) |
| Total H.B. Fuller stockholders' equity | 2,168,017 | 2,003,218 |
| Non-controlling interest | - | (24) |
| Total equity | 2,168,017 | 2,003,194 |
| Total liabilities, non-controlling interest and total equity | 5,427,048 | 5,182,706 |
Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| Description | Nine months ended August 29, 2026 | Nine months ended August 30, 2025 |
|---|---|---|
| Cash flows from operating activities: | ||
| Net income including non-controlling interest | 168,031 | 122,342 |
| Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities: | ||
| Depreciation | 73,278 | 68,314 |
| Amortization | 65,182 | 64,525 |
| Deferred income taxes | (15,478) | (39,227) |
| Loss from equity method investments, net of dividends received | 1,422 | 1,045 |
| Loss on the sale of business | - | 1,515 |
| Loss on impairment of intangible asset | - | 478 |
| Gain on sale or disposal of assets | (1,025) | (178) |
| Share-based compensation | 20,144 | 18,170 |
| Pension and other post-retirement plan benefit | (18,301) | (16,393) |
| Loss on debt extinguishment and bridge financing fees | 6,598 | - |
| Unrealized gain on forward exchange contract related to a pending acquisition | (19,713) | - |
| Change in assets and liabilities, net of effects of acquisitions: | ||
| Accounts receivable, net | (78,868) | (3,336) |
| Inventory | (106,440) | (42,095) |
| Other assets | (4,825) | 2,176 |
| Accounts payable | 93,622 | (25,764) |
| Accrued compensation | (15,184) | (19,230) |
| Other accrued expenses | 21,131 | 6,856 |
| Income taxes payable | (3,409) | (12,993) |
| Pension plan assets and liabilities | 1,385 | (177) |
| Other liabilities | (5,110) | 28,622 |
| Foreign currency remeasurement | 189 | 2,106 |
| Net cash provided by operating activities | 182,629 | 156,756 |
| Cash flows from investing activities: | ||
| Purchased property, plant and equipment | (141,653) | (94,593) |
| Purchased businesses, net of cash acquired | (3,817) | (162,095) |
| Payment of holdback on acquisitions | (11,627) | - |
| Proceeds from sale of property, plant and equipment | 4,638 | 843 |
| Purchase of cost method investment | - | (2,549) |
| Proceeds from the sale of a business | - | 75,727 |
| Net cash used in investing activities | (152,459) | (182,667) |
| Cash flows from financing activities: | ||
| Proceeds from issuance of long-term debt | 1,643,500 | 1,114,300 |
| Repayment of long-term debt | (1,603,993) | (1,053,593) |
| Payment of debt issuance costs | (15,067) | (1,047) |
| Net payment of notes payable | - | (585) |
| Dividends paid | (39,149) | (37,559) |
| Proceeds from stock options exercised | 12,177 | 5,519 |
| Repurchases of common stock | (48,862) | (60,728) |
| Net cash used in financing activities | (51,394) | (33,693) |
| Effect of exchange rate changes on cash and cash equivalents | 11,241 | 12,710 |
| Net change in cash and cash equivalents | (9,983) | (46,894) |
| Cash and cash equivalents at beginning of period | 107,213 | 169,352 |
| Cash and cash equivalents at end of period | 97,230 | 122,458 |
Amounts as printed on the EDGAR/iXBRL face — (In thousands, except per share amounts); (In thousands, except share and per share amounts); (In thousands). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 24, 2026 · How we verify