Has Obtained a “Highly Confident” Letter from Fortress Investment Group Related to the Debt Financing for the Acquisition

New Offer Represents ~50% of H.B. Fuller’s Current Equity Value, While Only Accounting for ~20% of the Company’s Consolidated Revenue

New Offer Also Values BAS Segment at 8.5x to 9.9x LTM EBITDA, or 9.0x the Segment’s E2026 EBITDA, While the Entire Company Trades at 7.0x 2026 EBITDA

Seeks to Start a New Chapter with the Company’s Independent Directors Who Can Deliver a Win-Win for H.B. Fuller and Shareholders

Ancora Holdings Group, LLC (together with its affiliates, “Ancora” or “we”), a meaningful shareholder of H.B. Fuller Company (NYSE: FUL) (“H.B. Fuller” or the “Company”), today sent a letter to the Company’s Board of Directors regarding an enhanced proposal to acquire H.B. Fuller’s Building Adhesive Solutions segment for between $1.2 billion and $1.4 billion in cash. Ancora has also obtained a “highly confident” letter from Fortress Investment Group related to being able to satisfy debt requirements.

The full text of the letter follows:

September 29, 2026

H.B. Fuller Company
Attn: The Board of Directors
1200 Willow Lake Boulevard, P.O. Box 64683
St. Paul, Minnesota 55164-0683

Subject: Enhanced Acquisition Proposal for H.B. Fuller’s Building Adhesive Solutions Segment

Members of the Board of Directors (the “Board”),

We are writing on behalf of Ancora Holdings Group, LLC (together with its affiliates, “Ancora” or “we”) with an enhanced proposal to acquire the Building Adhesive Solutions (“BAS”) segment of H.B. Fuller Company (“H.B. Fuller” or the “Company”) for between $1.2 billion and $1.4 billion in cash. This increased offer is an update to our original acquisition proposal detailed in our August 12, 2026, letter to the Board, in which we proposed to acquire the BAS segment for between $1.1 billion and $1.2 billion in cash.

On August 24, 2026, the Board rejected our initial proposal, purportedly concluding our offer “materially undervalue[d]” the BAS segment despite the cash consideration representing ~40% of the Company’s equity value. Since then, H.B. Fuller’s share price has declined more than 17% as shareholders have been left to digest the Company’s elevated leverage profile, sluggish financial performance and a depressed valuation.

As was the case in August, Ancora remains committed to helping the Company address its multitude of challenges and deliver sustainable value creation for H.B. Fuller’s long-suffering shareholders. We believe the Company’s ~4.0x leverage profile is its most pressing concern given H.B. Fuller’s high mix of variable rate debt in a rising interest rate environment (with this mix even higher following the Advanced Medical Solutions deal financing). We estimate that a sale of the BAS segment represents the most efficient way to accelerate the Company’s leverage reduction and reduce H.B. Fuller’s balance sheet risk for shareholders. We also believe the Company’s commentary regarding the dis-synergies and challenges of separating the BAS segment is completely unfounded based on diligence with our advisors and operating partners, who include former members of H.B. Fuller management. This is why we are now revising our proposal to acquire the BAS segment to provide increased consideration. In addition, our revised offer is also strengthened by the backing of Fortress Investment Group (“Fortress”), which has provided us with a “highly confident” letter related to its ability to provide the necessary debt financing for this acquisition.

Our revised proposal values the BAS segment at a range of 8.5x to 9.9x LTM EBITDA (or 9.0x the segment’s estimated 2026 EBITDA¹), while the entire Company currently trades at 7.0x 2026 EBITDA.¹ Our enhanced offer now represents ~50% of H.B. Fuller’s current equity value while only accounting for ~20% of the Company’s consolidated revenue. We hope that CFO John Corkrean’s comments on the recent third-quarter earnings call that dis-synergy concerns can be overcome “depending on the potential valuation of a sale of an asset” are indicative of a change in receptiveness in pursuing a win-win deal for the Company, its shareholders and us.

In light of this larger and structurally sound revised offer, it is time for the Board to rationally engage and work towards a solution for the Company’s highly levered capital structure.

ADDITIONAL PROPOSAL DETAILS

The proposed acquisition of the BAS segment would be subject to the following conditions: (i) receipt of required Board and any shareholder approvals; (ii) receipt of any required governmental and third-party approvals (including the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Act, to the extent required, and any required consents under any material contracts); (iii) completion of confirmatory due diligence; and (iv) the negotiation and execution of a definitive agreement providing for the acquisition containing customary terms and conditions for a transaction of this type and size. In light of the financing letter from Fortress, we are incredibly confident in our ability to secure necessary financing. Regardless, Ancora believes it has the financial wherewithal to consummate the acquisition. As such, we would not expect the definitive agreement to include a financing contingency.

We, together with our legal advisors, Olshan Frome Wolosky LLP, and operating partners, are ready to conduct required due diligence; negotiate and prepare definitive documentation; and finalize and enter into binding agreements, including, without limitation, any required financing commitments, in short order. We are prepared to devote considerable resources to completing this proposed acquisition. We are confident that with your cooperation, we will be able to execute a definitive transaction agreement without delay.

Please note that our proposal is based entirely on publicly available information. If upon further due diligence, we become aware of some component or aspect of the business and its prospects that evidences additional value inherent in BAS, we are prepared to adjust our proposed price to reflect this new information.

Of course, this letter only constitutes an expression of interest and does not create and shall not be deemed to constitute any legally binding or enforceable obligations on the part of either of us until a definitive transaction agreement is executed. We reserve the right to withdraw or modify any proposal at any time and for any reason.

NEXT STEPS

We ask that the Board’s independent members engage with us directly on this increased proposal. If there is interest, our respective advisors can connect about structuring a confidentiality agreement that enables us to proceed with diligence associated with the proposed acquisition. We continue to believe a negotiated transaction is a far better path for H.B. Fuller and its shareholders than an ongoing public disagreement. Every shareholder is disappointed right now, but we will put aside our past differences and help you start a new chapter of value creation without the overhang distraction.

Regards,

About Ancora

Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm is a long-term supporter of union labor and has a history of working with union groups and public pension plans to deliver long-term value. Ancora’s comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. Ancora Alternatives is the alternative asset management division of Ancora Holdings Group, investing across three primary strategies: activism, multi-strategy and commodities. For more information about Ancora Alternatives, please visit www.ancoraalts.com.

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