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Fastenal (NASDAQ: FAST) extends $835M credit facility and trims note capacity

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fastenal Company updated its long-term financing arrangements by entering a new unsecured revolving credit agreement and amending its private note program. The revolving credit commitment totals $835,000,000, with an uncommitted accordion feature of up to $500,000,000 for a potential total of $1,335,000,000, and now matures on June 18, 2031 with two optional one-year extensions.

The new credit agreement replaces a prior facility, removes the consolidated EBITDA covenant, and instead requires a minimum interest coverage ratio of at least 3.00 to 1.00 and a maximum consolidated total leverage ratio of 3.00 to 1.00, stepping up to 3.50 to 1.00 for four quarters after certain large acquisitions. Some restrictive covenants were also deleted and default thresholds raised.

Fastenal also amended its Master Note Agreement, reducing the maximum notes outstanding from $900 million to $600 million, extending the note issuance period to June 18, 2031, aligning key financial covenants with the credit facility, and releasing PGIM, Inc. as a purchaser and investor group representative.

Positive

  • None.

Negative

  • None.

Insights

Fastenal extends credit maturity, modestly trims note capacity, and harmonizes covenants.

Fastenal refreshed its core bank and private placement funding. The revolving credit commitment is $835,000,000 with an accordion up to $500,000,000, and both the facility and note program now run through June 18, 2031, lengthening access to committed liquidity.

Financial covenants shift from an EBITDA test to interest coverage and leverage limits of 3.00 to 1.00, with a temporary 3.50 to 1.00 leverage allowance after sizable acquisitions of at least $750 million. The Master Note capacity falls from $900 million to $600 million, partially offset by the larger potential bank accordion.

Overall, this looks like a capital structure housekeeping move rather than a thesis-changing event. It modernizes terms, slightly rebalances bank versus private placement capacity, and preserves flexibility for larger acquisitions within defined leverage parameters.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revolving credit commitment $835,000,000 Aggregate amount under amended credit agreement
Accordion feature $500,000,000 Uncommitted increase option under credit facility
Maximum potential revolver size $1,335,000,000 Total if accordion fully exercised
Credit facility maturity June 18, 2031 Revolving credit maturity date with two one-year extensions
Interest coverage covenant 3.00 to 1.00 Minimum ratio required each fiscal quarter-end
Leverage covenant 3.00 to 1.00 Maximum consolidated total leverage ratio, with 3.50 step-up after qualified acquisitions
Master Note capacity (new) $600,000,000 Reduced from $900,000,000 under amended Master Note Agreement
Qualified acquisition threshold $750,000,000 Minimum consideration to trigger temporary higher leverage limit
Second Amended and Restated Credit Agreement financial
"entered into a Second Amended and Restated Credit Agreement (as amended and restated, the "Credit Agreement")"
A second amended and restated credit agreement is a company’s loan contract that has been changed twice and rewritten into a single, updated document so all the terms are clear in one place. Investors care because it alters the company’s debt rules — such as interest rates, repayment schedule, and covenants — which affects cash flow, default risk, and the ability to invest or pay dividends; think of it like refinancing and reorganizing a mortgage that changes monthly payments and rules.
revolving credit commitment financial
"renew its revolving credit commitment under the Credit Agreement in the aggregate amount of $835,000,000"
A revolving credit commitment is a bank promise to lend up to a set amount that a company can borrow, repay, and borrow again as needed—similar to a business credit card with a fixed credit limit. It matters to investors because it provides flexible short-term cash when revenue fluctuates, reduces the risk of running out of funds, and influences a company’s borrowing costs and financial strength through interest, fees and any attached covenants.
accordion option financial
"with the existing uncommitted accordion option increased from $365,000,000 to an aggregate amount up to $500,000,000"
An accordion option is a contractual right built into a financing agreement that lets a company expand the number or size of securities it can issue — for example adding more shares or increasing a loan facility — without a separate, lengthy approval process. Think of it like an accordion instrument that can stretch when needed; for investors it matters because exercising the option can change the supply of securities, dilute existing ownership, and alter future fundraising and control dynamics.
interest coverage ratio financial
"a minimum interest coverage ratio covenant of no less than 3.00 to 1.00"
A measure of how easily a company can pay the interest on its debt, calculated by comparing the earnings it generates from operations to the interest it owes. It matters to investors because a higher ratio means the company can comfortably meet interest payments — like having several paychecks set aside to cover your rent — while a low ratio signals greater risk of missed payments or financial strain.
consolidated total leverage ratio financial
"a maximum consolidated total leverage ratio of no greater than 3.00 to 1.00"
Consolidated total leverage ratio measures how much a company owes compared with the profit it generates, calculated across all its units together. Think of it as the company’s total net debt divided by a measure of annual operating cash profit; like comparing how much mortgage you owe to your yearly take-home pay. Investors use it to judge risk: a higher ratio means more debt burden and greater vulnerability to shocks, while a lower ratio suggests a stronger ability to service debt and sustain operations.
qualified acquisition financial
"following the consummation of any qualified acquisition or series of related qualified acquisitions with consideration of at least $750 million"
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Understanding 8-K Material Events →
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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) June 18, 2026
FASTENAL COMPANY
(Exact name of registrant as specified in its charter)
Minnesota0-1612541-0948415
(State or other jurisdiction
of incorporation)		(Commission File Number)(IRS Employer Identification No.)
2001 Theurer Boulevard, Winona, Minnesota
55987-1500
      (Address of principal executive offices) (Zip Code)
(507) 454-5374
 (Registrant's telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
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 CFR 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $.01 per shareFASTThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 1.01. Entry into a Material Definitive Agreement.
On June 18, 2026, Fastenal Company (the "Company") entered into a Second Amended and Restated Credit Agreement (as amended and restated, the "Credit Agreement") with Wells Fargo Bank, National Association, as administrative agent for the lenders party thereto (the "Administrative Agent") and the lenders party thereto, which amended and restated in full its existing unsecured revolving Amended and Restated Credit Agreement dated September 28, 2022, as amended, among the Company, the Administrative Agent and the lenders party thereto. The Credit Agreement was amended and restated to, among other things: (i) renew its revolving credit commitment under the Credit Agreement in the aggregate amount of $835,000,000 (with the existing uncommitted accordion option increased from $365,000,000 to an aggregate amount up to $500,000,000 for a possible total commitment amount if the accordion option is fully exercised of $1,335,000,000), (ii) extend the revolving credit maturity date of the revolving credit facility established under the Credit Agreement to June 18, 2031 (with two one-year extension options subject to certain conditions set forth in the Credit Agreement), (iii) modify the financial covenants to (x) remove the consolidated EBITDA covenant and (y) require the Company and its subsidiaries to comply, as of the last day of any fiscal quarter, with a minimum interest coverage ratio covenant of no less than 3.00 to 1.00 and a maximum consolidated total leverage ratio of no greater than 3.00 to 1.00 (with a step-up to 3.50 to 1.00 for the four fiscal quarters following the consummation of any qualified acquisition or series of related qualified acquisitions with consideration of at least $750 million), and (iv) make certain covenant and event of default changes, including deleting the negative covenants related to dispositions, investments and restrictive agreements and increasing the threshold amount relating to certain indebtedness and judgment cross-defaults. The foregoing description of the Credit Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of such Credit Agreement, a copy of which is filed herewith as Exhibit 10.1.
On June 18, 2026, the Company amended its existing Master Note Agreement dated July 20, 2016, as previously amended (as amended, the "Master Note Agreement"), with Metropolitan Life Insurance Company, NYL Investors LLC, and PGIM, Inc. and certain other purchasers under the Master Note Agreement (collectively, the "Purchasers"). The Master Note Agreement was amended to, among other things: (i) reduce the aggregate principal amount of Notes that may be outstanding from time to time under the Master Note Agreement from an aggregate principal amount of up to $900 million to $600 million, (ii) release PGIM, Inc. as a purchaser and investor group representative under the Master Note Agreement, (iii) extend the issuance period during which the Company may issue at its discretion in a private placement, and the Purchasers may purchase at their discretion, senior promissory notes of the Company (collectively, the "Notes") to June 18, 2031, (iv) modify the financial covenants to (x) remove the consolidated EBITDA covenant and (y) require the Company and its subsidiaries to comply, as of the last day of any fiscal quarter, with a minimum interest coverage ratio covenant of no less than 3.00 to 1.00 and a maximum consolidated total leverage ratio of no greater than 3.00 to 1.00 (with a step-up to 3.50 to 1.00 for the four fiscal quarters following the consummation of any qualified acquisition or series of related qualified acquisitions), and (v) make certain covenant and event of default changes, including deleting the negative covenants related to investments and restrictive agreements and increasing the threshold amount relating to certain indebtedness and judgment cross-defaults. Except as amended as set forth in the amendment to the Master Note Agreement, all of the terms and conditions of the Master Note Agreement remain in full force and effect. The foregoing description of the amendment to the Master Note Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment, a copy of which is attached hereto as Exhibit 10.2.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The discussion under Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
INDEX TO EXHIBITS
Exhibit
Number		Description of Document
10.1
Second Amended and Restated Credit Agreement, dated as of June 18, 2026, by and among Fastenal Company, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent.*
10.2
Withdrawal of Investor Group Representative and Omnibus Third Amendment to Master Note Agreement and Subsidiary Guaranty Agreement dated as of June 18, 2026 by and among Fastenal Company, Fastenal Company Purchasing, and Fastenal IP Company, on one hand, and Metropolitan Life Insurance Company, MetLife Investment Management, LLC, NYL Investors LLC, PGIM, Inc., and each holder of Notes that is a signatory thereto, on the other hand.*
104The cover page from the Current Report on Form 8-K formatted in Inline XBRL.
*Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or similar attachment to the corresponding exhibit.


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.
  Fastenal Company
(Registrant)
June 23, 2026By:/s/   SHERYL A. LISOWSKI
(Date)
Sheryl A. Lisowski
Executive Vice President - Chief Accounting Officer and Treasurer


Source: View Original Filing on SEC EDGAR

FAQ

What new credit facility did Fastenal (FAST) enter into on June 18, 2026?

Fastenal entered a Second Amended and Restated Credit Agreement with Wells Fargo and other lenders. The unsecured revolving credit commitment is $835,000,000, includes an uncommitted accordion of up to $500,000,000, and now matures on June 18, 2031 with two optional one-year extensions.

How large is Fastenal’s total potential revolving credit capacity under the new agreement?

Fastenal’s potential total revolving credit capacity is $1,335,000,000 if the accordion is fully exercised. The base commitment is $835,000,000, and the uncommitted accordion feature allows up to an additional $500,000,000, subject to lender participation and agreement terms.

What financial covenants apply to Fastenal’s new credit agreement and amended Master Note Agreement?

Both arrangements require at least a 3.00 to 1.00 interest coverage ratio and a maximum consolidated total leverage ratio of 3.00 to 1.00. The leverage limit can step up to 3.50 to 1.00 for four fiscal quarters after a qualified acquisition of at least $750 million.

How did Fastenal (FAST) change its Master Note Agreement capacity in this amendment?

Fastenal reduced the maximum principal of Notes that may be outstanding from $900 million to $600 million. The amendment also extends the issuance period for new Notes to June 18, 2031 and aligns key covenants with the bank credit facility.

Did Fastenal remove any restrictive covenants in its updated financing agreements?

Yes, Fastenal removed several negative covenants and adjusted default thresholds. The credit agreement deletes negative covenants on dispositions, investments, and restrictive agreements, and increases certain indebtedness and judgment cross-default thresholds. The Master Note amendment similarly removes some investment and restrictive agreement covenants.

Which parties are involved in Fastenal’s amended Master Note Agreement?

The Master Note Agreement involves Fastenal, its subsidiaries, and institutional investors including Metropolitan Life, MetLife Investment Management, and NYL Investors. PGIM, Inc. is released as a purchaser and investor group representative under the amended arrangement, while existing Note terms otherwise remain in effect.

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