Form 4: H.B. Fuller Exec's Future Stock Transactions Disclosed
Insider Transaction Report
An H.B. Fuller executive disclosed future planned transactions involving the acquisition and disposition of common stock and the conversion of restricted stock units.
Summary
- Nathan D. Weaver, Executive VP, Business Transformation at H.B. Fuller Co. (FUL), reported future transactions under a Rule 10b5-1 plan.
- On January 27, 2026, Weaver acquired 870 shares of common stock at $59.81 per share through the conversion of derivative securities (Restricted Stock Units).
- Concurrently, 268 shares were disposed of at $59.81 per share to cover tax liabilities related to the acquired shares.
- Following these transactions, Weaver's direct beneficial ownership of common stock is 11,739 shares.
- Weaver also holds various derivative securities, including 1,770.43 Restricted Stock Units, 5,895.44 Phantom Units, and multiple tranches of Employee Stock Options totaling 98,472 options, with varying exercise prices and vesting schedules.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral filing, representing a standard disclosure of an executive's pre-planned equity compensation transactions under a 10b5-1 plan, with no material positive or negative implications for the company's operational or financial performance.
Positives
- The transactions are part of a Rule 10b5-1 plan, indicating pre-planned, non-discretionary trades.
- The executive continues to hold a significant number of shares and derivative securities, aligning interests with shareholders.
- Acquisition of common stock through RSU conversion increases direct share ownership before tax withholding.
Negatives
- A portion of the acquired shares (268 shares) was immediately disposed of to cover tax obligations, reducing the net increase in direct ownership.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that routine Form 4 filings, such as this one, primarily serve as transparency mechanisms for insider transactions and generally do not provide broader industry insights or competitive analysis.
Related Party Transactions
- The reported transactions involve an executive (Nathan D. Weaver) and the issuer (H.B. Fuller Co.), which are inherently related party dealings in the context of insider trading disclosures.
- The acquisition of common stock resulted from the conversion of Restricted Stock Units, which are part of executive compensation.
- The disposition of shares was for tax withholding related to these equity awards.
Stakeholder Impact
- Shareholders: Provides transparency regarding executive equity ownership and compensation practices. The net change in direct ownership is minor relative to the total outstanding shares.
- Employees: Reflects standard executive compensation practices, which may influence broader employee compensation structures.
Key Dates
| Date | Description |
|---|---|
| 01/26/2018 | Employee Stock Option (Right-to-Buy) granted, 100% vested, with an exercise price of $50.10 and expiration on 01/26/2027. |
| 01/25/2019 | Employee Stock Option (Right-to-Buy) granted, 100% vested, with an exercise price of $53.57 and expiration on 01/25/2028. |
| 01/24/2020 | Employee Stock Option (Right-to-Buy) granted, 100% vested, with an exercise price of $45.05 and expiration on 01/24/2029. |
| 01/24/2021 | Employee Stock Option (Right-to-Buy) granted, 100% vested, with an exercise price of $48.35 and expiration on 01/24/2030. |
| 04/02/2021 | Employee Stock Option (Right-to-Buy) granted, 100% vested, with an exercise price of $26.66 and expiration on 04/02/2030. |
| 01/27/2022 | Employee Stock Option (Right-to-Buy) granted, 100% vested, with an exercise price of $51.89 and expiration on 01/27/2031. |
| 01/24/2023 | Employee Stock Option (Right-to-Buy) granted, 100% vested, with an exercise price of $72.94 and expiration on 01/24/2032. |
| 01/24/2024 | Employee Stock Option (Right-to-Buy) granted, 100% vested, with an exercise price of $68.17 and expiration on 01/24/2033. |
| 01/26/2025 | Restricted Stock Units begin vesting in three annual installments; Employee Stock Option (Right-to-Buy) granted, vesting in three annual installments, with an exercise price of $77.72 and expiration on 01/26/2034. |
| 01/27/2026 | Date of reported transactions: acquisition of common stock from RSU conversion and disposition of shares for tax withholding. Also, Restricted Stock Units begin vesting in three annual installments; Employee Stock Option (Right-to-Buy) granted, vesting in three annual installments, with an exercise price of $64.28 and expiration on 01/27/2035. |
| 01/29/2026 | Date the Statement of Changes in Beneficial Ownership (Form 4) was filed. |
| 01/26/2027 | Restricted Stock Units begin vesting in three annual installments; Employee Stock Option (Right-to-Buy) granted, vesting in three annual installments, with an exercise price of $59.81 and expiration on 01/26/2036. |
Keywords
H.B. Fuller, FUL, Insider Trading, Form 4, Stock Options, Restricted Stock Units, Phantom Units, Executive Compensation, Equity Ownership, 10b5-1 Plan
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