Activist investor Ancora Holdings Group has intensified its campaign against H.B. Fuller.

 

This by demanding a comprehensive strategic review of the company, including a potential sale of the entire business, after the adhesives maker rejected its enhanced $1.2 billion–$1.4 billion cash offer for its Building Adhesive Solutions (BAS) segment.

 

In a sharply worded letter to H.B. Fuller’s board of directors, Ancora accused the company’s leadership of years of underperformance, poor governance and a failure to engage meaningfully with shareholders. The investment firm also warned that it was keeping its options open for a bid for the entire company.

 

Ancora, a significant H.B. Fuller shareholder, said its repeated attempts to acquire the BAS business at a premium valuation had been rebuffed without substantive discussions. The proposed deal, it said, represented more than 50% of H.B. Fuller’s equity value.

 

The investor argued that the board’s decision to reject the offer, coupled with what it described as a limited review of selected assets and product lines, fell short of what shareholders needed to unlock value.

 

“We will not sit idly by while you continue to seemingly run the Company into the ground,” Ancora said in the letter, signed by Chairman and Chief Executive Officer Fredrick D. DiSanto and James Chadwick, president of Ancora Alternatives LLC.

 

Ancora’s criticism centres on H.B. Fuller’s sustained share-price decline and what it sees as the board’s failure to deliver on promises of improved performance.

 

Citing FactSet data, the firm said H.B. Fuller’s share price had fallen more than 27% over the five years through October 23, 2026, and had hovered near a five-year low over the preceding month.

 

Since Celeste Mastin became CEO in December 2022, the stock has dropped by more than $30 a share, or 38%, Ancora said.

 

The investor also took aim at Project Quantum Leap, H.B. Fuller’s 2025 initiative billed as a transformative shareholder-value creation programme. Ancora argued that investors were still waiting for tangible results while being asked to shoulder additional debt and execution risks.

 

“Shareholders have not forgotten that they were promised Project Quantum Leap in 2025, which was billed as a transformative initiative to create shareholder value. Instead, they are now being asked to take a “quantum leap of faith” that hinges on the ability of an amateurish management team and Board to deliver tomorrow the value they have failed to produce today.”

 

The company’s announcement that it was conducting a “market check for select market segments and product lines” offered little reassurance to Ancora, which argued that selling a handful of smaller, non-core assets would not materially ease H.B. Fuller’s debt burden.

 

The investor also questioned whether changes to board composition would address the company’s underlying challenges, pointing instead to elevated leverage, sluggish financial performance and a depressed valuation.

 

Ancora called on directors to put shareholder interests first and launch a comprehensive assessment of strategic alternatives, including a sale of the entire company.

 

“At this point, we call on the Board to initiate a comprehensive review of strategic alternatives, including a sale of the entire Company.”

 

The firm argued that the board had provided no convincing basis for rejecting its cash offer in favour of another promise of future improvement. It said shareholders deserved a process that assessed the value of every business within H.B. Fuller, as well as the company as a whole.

 

Ancora’s letter stopped short of announcing a formal bid for all of H.B. Fuller but made clear that the investor was keeping that option on the table.

 

“We are reserving all our rights as they relate to upcoming deadlines and making a bid for the entirety of H.B. Fuller.”

 

Ancora said it believed other potential buyers could also recognise the value of the company’s assets, despite what it characterised as persistent mismanagement.

 

The letter marks a further escalation in the dispute between the investor and H.B. Fuller’s board over the company’s future, its capital structure and the best route to delivering shareholder returns.

 

Ancora’s central demand is clear: the board should move beyond a limited review of selected businesses and undertake a comprehensive strategic process that tests the value of the entire company.

 

Whether H.B. Fuller’s directors will respond to that demand, reopen discussions over the BAS business or consider a broader sale remains unresolved.