Form 4: H.B. Fuller Exec VP Reports Stock Option Exercise, RSU Vesting
Insider Transaction Report
H.B. Fuller's Executive VP of Business Transformation, Nathan D. Weaver, reported the exercise of stock options, vesting of restricted stock units, and related tax withholdings.
Summary
- Nathan D. Weaver, Executive VP, Business Transformation at H.B. Fuller Co. (FUL), reported transactions on January 26, 2026.
- Acquired 555 shares of common stock upon the exercise/conversion of restricted stock units at a price of $60.07 per share.
- Disposed of 192 shares of common stock at $60.07 per share to cover tax obligations related to the issuance of 555 shares.
- Following these transactions, direct beneficial ownership of common stock is 11,137 shares, which includes shares acquired via a dividend reinvestment plan.
- Acquired 23,187 new employee stock options with an exercise price of $59.81, vesting in three annual installments starting January 26, 2027, and expiring January 26, 2036.
- Acquired 3,420 new restricted stock units (RSUs) with a $0.0000 price, vesting in three annual installments starting January 26, 2027, and expiring January 26, 2029.
- Converted 555 restricted stock units into common stock at a price of $60.07, with 574.28 RSUs remaining, including dividend equivalent reinvestment.
- Holds various other employee stock options and phantom units, some fully vested, with different exercise prices and expiration dates.
Sentiment
Score: 7
Explanation: The filing reflects routine executive compensation activities, including the exercise of options and vesting of RSUs, alongside new grants. This indicates ongoing executive engagement and standard compensation practices, which is generally positive for corporate governance and executive alignment with shareholder interests. The tax-related sale is a normal part of these transactions.
Positives
- Exercise of stock options and vesting of restricted stock units indicate compensation realization for the executive.
- Acquisition of new stock options (23,187 units) and restricted stock units (3,420 units) demonstrates continued equity incentives and alignment with shareholder interests.
- The executive maintains a significant direct beneficial ownership of 11,137 common shares, plus substantial derivative holdings.
Negatives
- Disposal of 192 shares for tax withholding reduces the executive's direct common stock holdings, though this is a standard practice for equity compensation.
Future Outlook
NA
Industry Context
This Form 4 filing details routine insider transactions related to executive compensation at H.B. Fuller Co. and does not provide broader industry context or trends.
Related Party Transactions
- The entire filing details related party transactions, specifically the compensation and equity dealings between an executive (Nathan D. Weaver) and the company (H.B. Fuller Co.).
Stakeholder Impact
- Shareholders: The executive's continued acquisition of equity incentives aligns their interests with shareholders. Tax-related sales are a minor dilution but expected.
- Employees: Reflects standard executive compensation practices, which may influence broader employee compensation strategies.
Next Steps
- Future vesting of new employee stock options will occur in three annual installments starting January 26, 2027.
- Future vesting of new restricted stock units will occur in three annual installments starting January 26, 2027.
- Phantom units will convert into common stock upon certain termination events or participant selection.
Key Dates
| Date | Description |
|---|---|
| 01/24/2019 | Grant date for employee stock option with $53.57 exercise price, 100% vested, expiring 01/25/2028. |
| 01/24/2020 | Grant date for employee stock option with $45.05 exercise price, 100% vested, expiring 01/24/2029. |
| 01/24/2021 | Grant date for employee stock option with $48.35 exercise price, 100% vested, expiring 01/24/2030. |
| 04/02/2021 | Grant date for employee stock option with $26.66 exercise price, 100% vested, expiring 04/02/2030. |
| 01/27/2022 | Grant date for employee stock option with $51.89 exercise price, 100% vested, expiring 01/27/2031. |
| 01/24/2023 | Grant date for employee stock option with $72.94 exercise price, 100% vested, expiring 01/24/2032. |
| 01/24/2024 | Grant date for employee stock option with $68.17 exercise price, 100% vested, expiring 01/24/2033. |
| 01/26/2025 | Vesting start date for 555 restricted stock units that were converted on 01/26/2026; also grant date for employee stock option with $77.72 exercise price, vesting in three annual installments, expiring 01/26/2034. |
| 01/26/2026 | Transaction date for common stock acquisition, disposition, and acquisition of new derivative securities. |
| 01/27/2026 | Vesting start date for 2,640.43 restricted stock units; also grant date for employee stock option with $64.28 exercise price, vesting in three annual installments, expiring 01/27/2035. |
| 01/28/2026 | Signature date of the filing by Attorney-in-Fact. |
| 01/26/2027 | Vesting start date for 23,187 new employee stock options and 3,420 new restricted stock units; also expiration date for 574.28 restricted stock units and employee stock option with $50.10 exercise price. |
| 01/27/2028 | Expiration date for 2,640.43 restricted stock units. |
| 01/25/2028 | Expiration date for employee stock option with $53.57 exercise price. |
| 01/24/2029 | Expiration date for employee stock option with $45.05 exercise price. |
| 01/26/2029 | Expiration date for 3,420 new restricted stock units. |
| 01/24/2030 | Expiration date for employee stock option with $48.35 exercise price. |
| 04/02/2030 | Expiration date for employee stock option with $26.66 exercise price. |
| 01/27/2031 | Expiration date for employee stock option with $51.89 exercise price. |
| 01/24/2032 | Expiration date for employee stock option with $72.94 exercise price. |
| 01/24/2033 | Expiration date for employee stock option with $68.17 exercise price. |
| 01/26/2034 | Expiration date for employee stock option with $77.72 exercise price. |
| 01/27/2035 | Expiration date for employee stock option with $64.28 exercise price. |
| 01/26/2036 | Expiration date for 23,187 new employee stock options. |
Recommendation
holdThis Form 4 filing details routine executive compensation activities, including the exercise of stock options, vesting of restricted stock units, and subsequent tax-related share disposals. It also reports new grants of equity incentives. These are standard corporate actions and do not provide new fundamental information about the company's operational performance or strategic direction that would warrant a change in investment recommendation. The executive's continued equity holdings and new grants suggest ongoing alignment with company performance, supporting a 'hold' position for existing investors.
Keywords
H.B. Fuller, FUL, Form 4, Insider Trading, Stock Options, Restricted Stock Units, Equity Compensation, Executive Compensation, Nathan D. Weaver, Common Stock, Share Ownership
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