Form 4: H.B. Fuller SVP adds phantom units, updates holdings

H.B. Fuller’s SVP of International Growth reported a routine accrual of 37.65 phantom units and detailed current stock, option, and RSU holdings.

Summary

• Senior Vice President, International Growth, Heather Campe reported acquisition of 37.65 phantom units on 2026-03-27 under the Key Employee Deferred Compensation Plan at a reference price of $59.17 per unit.
• Phantom units convert into common stock on a 1-for-1 basis upon specified termination events or an earlier participant-elected date, subject to legal holding periods; total phantom units beneficially owned after the transaction are 5,498.29 (includes dividend-equivalent accruals).
• Direct ownership of H.B. Fuller common stock stands at 24,653.0782 shares, including shares acquired via a dividend reinvestment plan.
• Outstanding employee stock options include: 21,834 shares at $53.57 (exercisable since 2019-01-25; expires 2028-01-25; 100% vested), 19,520 at $51.89 (exercisable since 2022-01-27; expires 2031-01-27; 100% vested), 11,636 at $72.94 (exercisable since 2023-01-24; expires 2032-01-24; 100% vested), 10,730 at $68.17 (exercisable since 2024-01-24; expires 2033-01-24; 100% vested), 9,928 at $77.72 (vesting in three annual tranches beginning 2025-01-26; expires 2034-01-26), 10,831 at $64.28 (vesting in three annual tranches beginning 2026-01-27; expires 2035-01-27), and 15,177 at $59.81 (vesting in three annual tranches beginning 2027-01-26; expires 2036-01-26).
• Restricted stock units (1-for-1 into common) outstanding: 582.82 RSUs (vesting over three annual installments beginning 2025-01-26; final by 2027-01-26), 1,296.86 RSUs (vesting over three annual installments beginning 2026-01-27; final by 2028-01-27), and 2,246.06 RSUs (vesting over three annual installments beginning 2027-01-26; final by 2029-01-26); certain RSU amounts include dividend-equivalent reinvestments.
• No open-market purchases or sales were reported; activity reflects routine plan-related accruals and updates to beneficial ownership.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral, routine insider update with minor incremental holdings through plan-driven accruals and no signaling transactions.

Positives

• Incremental increase in holdings via 37.65 phantom units on 2026-03-27 at a reference price of $59.17; total phantom units now 5,498.29.
• Strong alignment with shareholders: 24,653.0782 common shares directly owned, including dividend reinvestment accumulation.
• Multiple option grants already 100% vested (at $53.57, $51.89, $72.94, $68.17), offering immediate exercisability.
• Ongoing dividend-equivalent features increased phantom units and certain RSU counts, signaling steady dividend-linked accruals.

Negatives

• No discretionary open-market purchases were reported; the only new activity was a small, routine phantom unit accrual (37.65 units).
• Substantial outstanding equity awards remain unexercised and unvested across multiple future dates, indicating continued dilution over time as they settle (standard for equity compensation).

Future Outlook

NA

Industry Context

StockSavvy.ai notes this is a routine insider ownership update reflecting deferred compensation and dividend-equivalent accruals, a common practice across mid-cap industrials and specialty chemicals peers; it carries minimal direct read-through for near-term fundamentals.

Comparison to Industry Standards

• Insider accruals via phantom units and RSUs are standard among peers like RPM International (RPM), PPG Industries (PPG), and Sherwin-Williams (SHW), and typically do not signal directional views on the stock.
• The presence of multi-year option and RSU vesting schedules with expirations out to 2036 mirrors typical compensation horizons observed at industrial and specialty chemical companies of similar size.
• Dividend-equivalent features that increase phantom units/RSUs are common in the sector and align with shareholder return policies seen at RPM and PPG.

Stakeholder Impact

• Minimal immediate impact to shareholders; changes reflect standard executive compensation accruals.
• Ongoing vesting schedules and dividend-equivalent features continue to align executive incentives with long-term shareholder value.

Next Steps

• Phantom units convert 1-for-1 into common stock upon specified termination events or an earlier participant-elected date, subject to legal holding periods.
• Options and RSUs will continue to vest and/or remain exercisable per the stated schedules through expirations from 2028 to 2036.

Key Dates

Keywords

H.B. Fuller, FUL, insider transaction, Form 4, phantom units, employee stock options, restricted stock units, dividend reinvestment, dividend equivalents, Key Employee Deferred Compensation Plan, Section 16, executive compensation, beneficial ownership