FUL.NYSEFuller H B CO
Form 4: H.B. Fuller Exec Discloses Equity Holdings
Sentiment:
Insider Holdings Report
Nathan D. Weaver, Executive VP of Business Transformation at H.B. Fuller Co., filed a Form 4 detailing his beneficial ownership of common stock, performance stock units, employee stock options, phantom units, and restricted stock units.
Summary
- Nathan D. Weaver, Executive VP, Business Transformation at H.B. Fuller Co. (FUL), reported his beneficial ownership of company securities.
- He directly owns 9,552 shares of Common Stock, which includes shares acquired through a dividend reinvestment plan.
- He holds 1,271 Performance Stock Units (PSUs) acquired on January 20, 2026, which are contingent rights to receive common stock on a 1-for-1 basis upon vesting on January 24, 2026. This award reflects H.B. Fuller achieving 80% of its target Return on Invested Capital payout.
- Weaver holds various Employee Stock Options (Right-to-Buy) with exercise prices ranging from $26.66 to $77.72 and expiration dates between 2027 and 2035. Some options are fully vested, while others vest in three annual installments.
- He beneficially owns 5,895.44 Phantom Units, which convert 1-for-1 into common stock upon certain termination events or participant selection, and include dividend equivalent features.
- He also holds Restricted Stock Units (RSUs) totaling 4,332.62 units (562.91, 1,129.28, and 2,640.43 units), which vest in three annual installments starting from various dates between January 24, 2024, and January 27, 2026, and include dividend equivalent reinvestment features.
Sentiment
Score: 6
Explanation: The filing is a routine disclosure of executive equity holdings and vesting schedules. The achievement of 80% of the target Return on Invested Capital for performance stock units is a positive indicator of company performance related to executive incentives, contributing to a slightly positive sentiment.
Positives
- The vesting of performance stock units indicates H.B. Fuller achieved 80% of its target Return on Invested Capital payout, suggesting solid performance in that metric.
- The accumulation of equity through various incentive plans (performance units, restricted stock units, dividend reinvestment) aligns management's interests with shareholders.
Risks
- The value of the reported equity holdings, including common stock, performance stock units, and stock options, is subject to market fluctuations and the future performance of H.B. Fuller Co.
- Performance Stock Units are contingent on achieving specific company performance targets (e.g., Return on Invested Capital), meaning the actual number of shares received could vary if targets are not met (though 80% of target was achieved for the reported PSU).
Future Outlook
NA
Management Comments
- Each performance stock unit represents a contingent right to receive one share of H.B. Fuller common stock on the vesting date of January 24, 2026. This amount represents H.B. Fuller achieving return on invested capital payout at 80% of the target level.
Industry Context
NA
Stakeholder Impact
- Shareholders: Provides transparency regarding executive equity ownership, aligning management incentives with shareholder interests. The vesting of performance units based on ROIC achievement could be seen positively.
- Employees: The equity awards are part of executive compensation, which can influence overall compensation strategies within the company.
Next Steps
- Vesting of 1,271 Performance Stock Units on January 24, 2026.
- Continued vesting of various Employee Stock Options and Restricted Stock Units according to their respective schedules.
Key Dates
| Date | Description |
|---|---|
| 01/26/2018 | Vesting date for Employee Stock Option with exercise price $50.10 |
| 01/25/2019 | Vesting date for Employee Stock Option with exercise price $53.57 |
| 01/24/2020 | Vesting date for Employee Stock Option with exercise price $45.05 |
| 01/24/2021 | Vesting date for Employee Stock Option with exercise price $48.35 |
| 04/02/2021 | Vesting date for Employee Stock Option with exercise price $26.66 |
| 01/27/2022 | Vesting date for Employee Stock Option with exercise price $51.89 |
| 01/24/2023 | Vesting date for Employee Stock Option with exercise price $72.94 |
| 01/24/2024 | Vesting start date for Employee Stock Option with exercise price $68.17 and Restricted Stock Units (562.91 units) |
| 01/26/2025 | Vesting start date for Employee Stock Option with exercise price $77.72 and Restricted Stock Units (1,129.28 units) |
| 01/20/2026 | Transaction date for the acquisition of Performance Stock Units (1,271 units) |
| 01/22/2026 | Signature date of the reporting person's attorney-in-fact for the Form 4 filing |
| 01/24/2026 | Vesting date for Performance Stock Units (1,271 units) and expiration date for Restricted Stock Units (562.91 units) |
| 01/27/2026 | Vesting start date for Employee Stock Option with exercise price $64.28 and Restricted Stock Units (2,640.43 units) |
| 01/26/2027 | Expiration date for Employee Stock Option with exercise price $50.10 and Restricted Stock Units (1,129.28 units) |
| 01/25/2028 | Expiration date for Employee Stock Option with exercise price $53.57 |
| 01/27/2028 | Expiration date for Restricted Stock Units (2,640.43 units) |
| 01/24/2029 | Expiration date for Employee Stock Option with exercise price $45.05 |
| 01/24/2030 | Expiration date for Employee Stock Option with exercise price $48.35 |
| 04/02/2030 | Expiration date for Employee Stock Option with exercise price $26.66 |
| 01/27/2031 | Expiration date for Employee Stock Option with exercise price $51.89 |
| 01/24/2032 | Expiration date for Employee Stock Option with exercise price $72.94 |
| 01/24/2033 | Expiration date for Employee Stock Option with exercise price $68.17 |
| 01/26/2034 | Expiration date for Employee Stock Option with exercise price $77.72 |
| 01/27/2035 | Expiration date for Employee Stock Option with exercise price $64.28 |
Keywords
H.B. Fuller Co., FUL, Form 4, SEC filing, insider ownership, beneficial ownership, common stock, performance stock units, employee stock options, restricted stock units, phantom units, executive compensation, Nathan D. Weaver, equity holdings
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