H.B.フラーの適時開示・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2025

H.B. Fuller Company

(Exact Name of Company as Specified in Charter)

Minnesota		001-09225		41-0268370
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1200 Willow Lake Boulevard, P.O. Box 64683, St. Paul, Minnesota		55164-0683
(Address of principal executive offices)		(Zip Code)

Company’s telephone number, including area code: (651) 236-5900

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00	FUL	NYSE

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On October 2, 2025, the Board of Directors of H.B. Fuller Company (the “Company”) elected Celine Martin, age 51, as a Class III director of the Company, effective December 1, 2025, for an initial term expiring at the Company’s 2026 annual meeting of shareholders. Ms. Martin will serve on the Audit Committee and the Compensation Committee of the Board of Directors.

Ms. Martin most recently served from 2022 to 2025 as the Company Group Chairman, Cardiovascular & Specialty Solutions (CSS) Group at Johnson & Johnson, a global leader in the research and development, manufacture and sale of a broad range of medical technologies. As a member of the Johnson & Johnson Medical Devices Group Operating committee, she led a diverse portfolio of medical device businesses including Electrophysiology, Neurovascular Intervention, Ear Nose and Throat and Breast Aesthetics. Before that, Ms. Martin held several roles of increasing responsibilities including Company Group Chairman, overseeing the surgical instrument portfolio of Ethicon, maker of Dermabond topical adhesives, from 2018 to 2021. Over her 30-year career, both in the U.S. and internationally, she played a vital role in advancing the ambition of Johnson & Johnson MedTech, including developing new categories and advancing standards of care for atrial fibrillation, stroke and minimally invasive surgery. Ms. Martin holds an MBA from Wake Forest University and a graduate degree in marketing from Normandy Business School.

For service as a director of the Company, Ms. Martin will receive an annual cash retainer of $100,000 and will also receive an initial grant of 1,300 restricted stock units of the Company. Directors are also eligible for an annual discretionary grant of deferred phantom stock units valued at $165,000.

Other than as described herein, there are no arrangements or understandings between Ms. Martin and any other persons pursuant to which Ms. Martin was selected as a director of the Company. The Board of Directors has considered customer-supplier transactions between the Company and Johnson & Johnson and has determined that Ms. Martin has no direct or indirect material interest in the transactions. A copy of the press release that discussed Ms. Martin’s election to the Board is filed as Exhibit 99.1 to, and incorporated by reference in, this report.

Effective December 1, 2025, the number of directors of the Company will be nine, eight of whom are independent.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

99.1

Press Release, dated October 8, 2025, issued by H.B. Fuller Company

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 8, 2025

	H.B. FULLER COMPANY


	By:	/s/ Gregory O. Ogunsanya
		Gregory O. Ogunsanya
		Senior Vice President, General Counsel and Corporate Secretary

EX-99.1 2 ex_867434.htm EXHIBIT 99.1 ex_867434.htm

Exhibit 99.1

Worldwide Headquarters

1200 Willow Lake Boulevard

St. Paul, Minnesota 55110-5101

CONTACT:

Global Communications
media@hbfuller.com

FOR IMMEDIATE RELEASE

H.B. Fuller Further Strengthens Board with Appointment of MedTech Leader Celine Martin to Support Growth in Medical Market

Appointment reinforces H.B. Fuller’s innovation strategy and expansion into medical adhesive technologies

•	Celine Martin, a seasoned medical device executive, joins H.B. Fuller’s Board of Directors effective December 1, 2025, bringing three decades of global experience in high-growth healthcare segments.

•	Her appointment supports H.B. Fuller’s strategic focus on innovation and expansion in high-margin markets like medical, reinforcing the company’s transformation journey toward a greater than 20% EBITDA margin.

•	As the largest pureplay adhesives manufacturer in the world, H.B. Fuller continues to strengthen its governance and leadership to accelerate growth and deliver long-term value.

ST. PAUL, MINN. – [October 8, 2025] – H.B. Fuller Company (NYSE: FUL), the largest pureplay adhesives manufacturer in the world, today announced the appointment of Celine Martin to its Board of Directors, effective December 1, 2025. Ms. Martin brings more than 30 years of experience in the global MedTech industry, with deep expertise across surgical, cardiology, endovascular, and neurovascular segments. Her appointment reinforces H.B. Fuller’s strategic focus on expanding its presence in high-margin, high-growth markets like medical, and supports the company’s transformation journey toward achieving a greater than 20% EBITDA margin.

Ms. Martin most recently served from 2022 to 2025 as the Company Group Chairman of the Cardiovascular & Specialty Solutions (CSS) Group at Johnson & Johnson, a global leader in the research and development, manufacture, and sale of a broad range of medical technologies. As a member of the Johnson & Johnson Medical Devices Group Operating committee, she led a diverse portfolio of medical device businesses including Electrophysiology, Neurovascular Intervention, Ear Nose and Throat and Breast Aesthetics. Before that, Ms. Martin held several roles of increasing responsibilities including Company Group Chairman, overseeing the surgical instrument portfolio of Ethicon, maker of Dermabond topical adhesives, from 2018 to 2021. Over her 30-year career, both in the U.S. and internationally, she played a vital role in advancing the ambition of Johnson & Johnson MedTech, including developing new categories and advancing standards of care for atrial fibrillation, stroke and minimally invasive surgery.

“Celine’s appointment reflects our commitment to bold leadership and strategic focus in high-growth markets like medical,” said Celeste Mastin, president and CEO, H.B. Fuller. “Her deep expertise in the global MedTech industry and her collaborative work with the medical community align seamlessly with H.B. Fuller’s customer-centric approach to innovation. Together, we see incredible opportunity to unlock new solutions and accelerate our transformation journey toward a greater than 20% EBITDA margin. Her perspective will be instrumental as we continue to bring better patient outcomes while driving profitable growth.”

Ms. Martin’s three-decade career at Johnson & Johnson included pivotal roles in advancing standards of care for atrial fibrillation, stroke, and minimally invasive surgery. Her global experience and cross-functional leadership in marketing, product development, and commercial strategy make her a strong addition to H.B. Fuller’s Board.

“Joining H.B. Fuller’s Board of Directors is a tremendous opportunity to contribute to an industry leader and innovator. The medical industry presents significant potential for adhesives that enhance patient care and outcomes. H.B. Fuller’s commitment to innovation, its strategic focus on high-growth markets like medical, and its focus on elevating customer experience and operational excellence align closely with my passion for improving lives through technology. I look forward to contributing to the company’s continued success and supporting its ambitious growth strategy,” said Celine Martin.

Ms. Martin holds an MBA from Wake Forest University and a graduate degree in marketing from EM Normandie Business School.

With this appointment, H.B. Fuller continues to strengthen its governance and strategic capabilities to support long-term value creation for shareholders, customers, and employees.

###

About H.B. Fuller

As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2024 revenue of $3.6 billion, our mission to Connect What Matters is brought to life by more than 7,500 global team members who collaborate with customers across more than 30 market segments in over 140 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com.