富乐 2024年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended November 30, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission file number: 001-09225 H.B. FULLER COMPANY(Exact name of registrant as specified in its charter) Minnesota41-0268370(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.) 1200 Willow Lake Boulevard, St. Paul, Minnesota(Address of principal executive offices) 55110-5101(Zip Code) Registrant’s telephone number, including area code:(651) 236-5900 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregisteredNew York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: none Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.☐Yes☐NoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☐NoIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.☐Yes☐NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter periodthat the registrant was required to submit and post such files).☐Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “smallerreporting company” or “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer☐Accelerated filer☐ Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.☐ 1 Table of Contents Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevantrecovery period pursuant to § 240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☐ NoThe aggregate market value of the Common Stock, par value $1.00 per share, held by non-affiliates of the registrant as of June 1, 2024 was approximately $4,325,683,048 (based on the closing price of such stock asquoted on the New York Stock Exchange of $67.10 on such date).The number of shares outstanding of the Registrant’s Common Stock, par value $1.00 per share, was 54,675,121 as of January 17, 2025. DOCUMENTS INCORPORATED BY REFERENCEPart III incorporates information by reference to portions of the registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on April 15, 2025. 2 Table of Contents H.B. FULLER COMPANY 2024 Annual Report on Form 10-K Table of Contents PART IItem 1. BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities20Item 6.Selected Financial Data21Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations21Item 7A.Quantitative and Qualitative Disclosures About Market Risk37Item 8.Financial Statements and Supplementary Data39Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure91Item 9A.Controls and Procedures91Item 9B.Other Information91Item 9C.Disclosure Regarding Foreign Jurisdictions t