{"url_path":"/sec/ful/8-k/2026-06-26/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 **         **Financial Statements and Exhibits.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/39368/0001437749-26-021844-index.html","accession_number":"0001437749-26-021844","cik":"0000039368","ticker":"FUL","issuer_name":"FULLER H B CO","edgar_url":"https://www.sec.gov/Archives/edgar/data/39368/0001437749-26-021844-index.html","primary_entity_key":"0000039368","primary_entity_name":"FULLER H B CO"},"word_count":1350,"has_tables":true,"body_markdown":"**Item 9.01.**         **Financial Statements and Exhibits.**\n\n \n\n(d)\n\nExhibits.\n\n \n\n \n\n \n\n \n\n \n\n2.1\n\n[Rule 2.7 Announcement, dated June 25, 2026](ex_981227.htm)\n\n \n\n2.2*\n\n[Co-operation Agreement, dated June 25, 2026 by and between Bidco and AMS](ex_981228.htm)\n\n \n\n10.1\n\n[Form of Deed of Director Irrevocable Undertaking](ex_981229.htm)\n\n \n\n10.2*\n\n[Secured Bridge Credit Agreement, dated as of June 25, 2026, among the Company and Bidco, Goldman Sachs Bank USA, as Administrative Agent,  Sole Lead Arranger and Bookrunner and the lenders party thereto](ex_981230.htm)\n\n \n\n10.3*\n\n[Unsecured Bridge Credit Agreement, dated as of June 25, 2026, among the Company and Bidco, Goldman Sachs Bank USA, as Administrative Agent, Sole Lead Arranger and Bookrunner and the lenders party thereto](ex_981231.htm)\n\n \n\n99.1\n\n[Press Release, dated June 25, 2026, by H.B. Fuller Company](ex_981232.htm)\n\n \n\n104\n\nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n*Certain annexes, schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the U.S. Securities and Exchange Commission upon request.\n\n \n\n**Further Information; No Offer or Solicitation**\n\n \n\nThis Form 8-K is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities of AMS in any jurisdiction in contravention of applicable law.\n\n \n\nThe Transaction will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Transaction including details of how to vote in respect of the Transaction (or, if the Transaction is implemented by way of a Takeover Offer, the offer document and accompanying form of acceptance). Any vote in respect of the Scheme or other response in relation to the Transaction should be made only on the basis of the information contained in the Scheme Document (or, if the Transaction is implemented by way of a Takeover Offer, the offer document). AMS shareholders are strongly advised to read the formal documentation in relation to the Transaction once it becomes available.\n\n \n\n**Cautionary Statement Concerning Forward-Looking Statements**\n\n \n\nThis Form 8-K (including information incorporated by reference in this Form 8-K), oral statements made regarding the Transaction, and other information published by the Company, Bidco and AMS may contain statements about the Company, Bidco and AMS that are or may be deemed to be “forward-looking statements.” Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the Company, Bidco and AMS (as applicable) about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.\n\n \n\nThe forward-looking statements contained in this Form 8-K include statements with respect to the financial condition, results of operations and business of AMS and certain plans and objectives of the Company and/or Bidco with respect thereto and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and may use forward-looking words, phrases and expressions such as “anticipate,” “target,” “expect,” “believe,” “intend,” “foresee,” “predict,” “project,” “estimate,” “forecast,” “plan,” “budget,” “scheduled,” “goal,” “hope,” “aims,” “continue,” “likely,” “will,” “may,” “might,” “should,” “would,” “could,” “seek,” “possible,” “potential,” “outlook,” or other similar words, phrases, and expressions; provided that the absence thereof does not mean that a statement is not forward-looking. Similarly, statements that describe objectives, plans or goals are or may be forward-looking statements. These statements are based on assumptions and assessments made by the Company, Bidco and/or AMS in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risk and uncertainty and other factors which may cause actual results, performance, actions, achievements or developments to differ materially from those expressed in or implied by such forward-looking statements, because they relate to events and depend on circumstances that will occur in the future. Although the Company, Bidco and/or AMS believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Form 8-K.\n\n \n\n4\n\n \n\nThere are a number of factors which could cause actual results, performance, actions, achievements or developments to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to: (i) the ability to proceed with or complete the Transaction; (ii) the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions on the proposed terms; (iii) changes in the global, political, economic, social, business and competitive environments and in market and regulatory forces; changes in future inflation, deflation, exchange and interest rates; (iv) changes in tax and national insurance rates; (v) future business combinations, capital expenditures, acquisitions or dispositions; (vi) changes in the behavior of other market participants; (vii) the anticipated benefits of the Transaction not being realized as a result of changes in general economic and market conditions in the countries in which the Company, Bidco and AMS operate; (viii) the ability of the Company, Bidco and AMS to integrate the businesses successfully and to achieve anticipated synergies or benefits; (ix) the risk that disruptions from the Transaction will harm the Company’s, Bidco’s and AMS’s businesses; (x) changes in or enforcement of national and local government legislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in the countries in which the Company, Bidco and AMS  carry on business or may carry on business in the future; (xi) the outcome of pending or future litigation proceedings; (xii) failure to comply with environmental and health and safety laws and regulations; (xiii) changes to the boards of directors of the Company, Bidco and/or AMS and/or the composition of their respective workforces; (xiv) safety and technology risks; exposures to IT system failures, cyber-crime, fraud and pension scheme liabilities; and (xv) unpredictability and severity of catastrophic events, including, but not limited to, health crises, acts of terrorism or outbreak of war or hostilities. Other unknown or unpredictable factors could cause actual results, performance, actions, achievements or developments to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materializes or if any one or more of the assumptions proves incorrect, actual results, performance, actions, achievements or developments may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.\n\n \n\nNone of the Company, Bidco or AMS, nor any of their respective associates, directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Form 8-K will actually occur. Given the risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements.\n\n \n\nNone of the Company, Bidco or AMS assumes any obligation to update or correct the information contained in this Form 8-K (whether as a result of new information, future events or otherwise), except as required by applicable law. All subsequent written or oral forward-looking statements attributable to the Company, Bidco or AMS or any person acting on their behalf are qualified by the cautionary statements herein.\n\n \n\n5\n\n \n\n**SIGNATURE**\n\n \n\nPursuant 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.\n\n \n\nDate: June 26, 2026\n\n \n\n \n\n \n\n**H.B. FULLER COMPANY**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nBy:\n\n/s/ Gregory O. Ogunsanya\n\n \n\n \n\n \n\nGregory O. Ogunsanya\n\n \n\n \n\n \n\nSenior Vice President, General Counsel\n\n \n\n \n\n \n\nand Corporate Secretary"}