Form 4: H.B. Fuller Sr. VP Du Xinyu Reports Equity Transactions
Insider Transaction Report
H.B. Fuller's Senior VP of Global R&D, Du Xinyu, reported the acquisition and disposition of common stock and derivative securities, including vesting of performance and restricted stock units, as part of pre-planned transactions.
Summary
- Du Xinyu, Sr. VP, Global R&D at H.B. Fuller Co. (FUL), reported transactions on January 24, 2026, executed under a Rule 10b5-1(c) pre-planned contract.
- Acquired 374 shares of common stock upon the conversion of Performance Stock Units at a price of $60.07 per share.
- Acquired 162 shares of common stock upon the conversion of Restricted Stock Units at a price of $60.07 per share.
- Acquired an additional 5 shares of common stock due to dividend accruals during the vesting period, priced at $60.07 per share.
- Disposed of 50 shares of common stock at $60.07 per share to cover taxes due on 162 issued shares.
- Disposed of 116 shares of common stock at $60.07 per share to cover taxes due on 379 issued shares.
- Following these transactions, Du Xinyu beneficially owns 2,629 shares of common stock directly.
- The filing also details existing derivative holdings, including various employee stock options with exercise prices ranging from $48.35 to $77.72, and additional unvested restricted stock units.
Sentiment
Score: 5
Explanation: The filing is a routine report of insider transactions, primarily related to equity compensation vesting and tax withholding, executed under a pre-planned 10b5-1 plan. It does not contain information that would significantly alter the company's fundamental outlook or investor sentiment.
Positives
- The conversion of performance and restricted stock units indicates the achievement of performance targets or tenure requirements, reflecting successful executive compensation plan execution.
- Continued beneficial ownership of common stock, along with a substantial number of unexercised stock options and unvested restricted stock units, aligns management's long-term interests with those of shareholders.
Negatives
- The disposition of shares for tax withholding purposes, while a common practice for equity compensation, results in a reduction of direct share ownership.
Future Outlook
NA
Industry Context
NA
Related Party Transactions
- The reported transactions involve an officer of H.B. Fuller Co. acquiring and disposing of company equity, which are by definition related party transactions (insider dealings).
Stakeholder Impact
- Shareholders: The transactions represent routine equity compensation activity for a senior executive, which is generally expected and aligns executive incentives with shareholder value over the long term. The sale of shares for tax purposes is a common practice and not indicative of a lack of confidence.
- Employees: The vesting of equity awards demonstrates the company's compensation structure for senior leadership, potentially serving as a model for other employees with similar incentive plans.
Next Steps
- Continued vesting of remaining Restricted Stock Units on their scheduled dates, including installments beginning on January 26, 2025, and January 27, 2026.
- Continued vesting of remaining Employee Stock Options on their scheduled dates, including installments beginning on January 26, 2025, and January 27, 2026.
Key Dates
| Date | Description |
|---|---|
| 01/24/2021 | Date Employee Stock Option (Right-to-Buy) for 1,824 shares became 100% vested. |
| 01/27/2022 | Date Employee Stock Option (Right-to-Buy) for 2,744 shares became 100% vested. |
| 01/24/2023 | Date Employee Stock Option (Right-to-Buy) for 2,563 shares became 100% vested. |
| 01/24/2024 | Date Employee Stock Option (Right-to-Buy) for 2,839 shares became 100% vested. |
| 01/24/2024 | First vesting installment date for 162 Restricted Stock Units. |
| 01/26/2025 | First vesting installment date for 3,566 Employee Stock Options (Right-to-Buy). |
| 01/26/2025 | First vesting installment date for 404.86 Restricted Stock Units. |
| 01/24/2026 | Transaction date for common stock acquisitions and dispositions, and derivative security conversions. |
| 01/24/2026 | Date Performance Stock Units and Restricted Stock Units converted into common stock. |
| 01/27/2026 | First vesting installment date for 7,678 Employee Stock Options (Right-to-Buy). |
| 01/27/2026 | First vesting installment date for 1,360.32 Restricted Stock Units. |
| 01/27/2026 | Signature date of the reporting person's attorney-in-fact. |
| 01/26/2027 | Expiration date for 404.86 Restricted Stock Units. |
| 01/27/2028 | Expiration date for 1,360.32 Restricted Stock Units. |
| 01/24/2030 | Expiration date for Employee Stock Option (Right-to-Buy) for 1,824 shares. |
| 01/27/2031 | Expiration date for Employee Stock Option (Right-to-Buy) for 2,744 shares. |
| 01/24/2032 | Expiration date for Employee Stock Option (Right-to-Buy) for 2,563 shares. |
| 01/24/2033 | Expiration date for Employee Stock Option (Right-to-Buy) for 2,839 shares. |
| 01/26/2034 | Expiration date for Employee Stock Option (Right-to-Buy) for 3,566 shares. |
| 01/27/2035 | Expiration date for Employee Stock Option (Right-to-Buy) for 7,678 shares. |
Keywords
H.B. Fuller, FUL, Insider Trading, Form 4, Equity Compensation, Stock Options, Restricted Stock Units, Performance Stock Units, Du Xinyu, Executive Compensation, SEC Filing, Rule 10b5-1
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