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Fastenal (NASDAQ: FAST) holders back employee and director stock plans

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

Rhea-AI Filing Summary

Fastenal Company reported that shareholders approved two equity compensation plans at the annual meeting of shareholders held on April 23, 2026, in Winona, Minnesota. They approved the Fastenal Company Employee Restricted Stock Unit Plan and the Fastenal Company Non-Employee Director Stock and Restricted Stock Unit Plan, which govern how employees and non-employee directors can receive stock-based awards.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Annual meeting date April 23, 2026 Fastenal 2026 annual meeting of shareholders
Exhibit number 10.1 Employee Restricted Stock Unit Plan
Exhibit number 10.2 Non-Employee Director Stock and Restricted Stock Unit Plan
Exhibit number 104 Cover page formatted in Inline XBRL
Employee Restricted Stock Unit Plan financial
"Fastenal Company Employee Restricted Stock Unit Plan and the Fastenal Company Non-Employee Director..."
Non-Employee Director Stock and Restricted Stock Unit Plan financial
"Fastenal Company Non-Employee Director Stock and Restricted Stock Unit Plan."
annual meeting of shareholders financial
"held its annual meeting of shareholders in Winona, Minnesota"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Inline XBRL technical
"The cover page from the on formatted in Inline XBRL."
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Understanding 8-K Material Events →
0000815556false00008155562026-04-232026-04-23


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) April 23, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On April 23, 2026, Fastenal Company ('Fastenal') held its annual meeting of shareholders in Winona, Minnesota ('2026 Annual Meeting'). At the 2026 Annual Meeting, Fastenal's shareholders approved the Fastenal Company Employee Restricted Stock Unit Plan and the Fastenal Company Non-Employee Director Stock and Restricted Stock Unit Plan. Descriptions of these plans are contained in the sections of Fastenal's definitive Proxy Statement for the 2026 Annual Meeting entitled "Proposal #4 – Approval of the Fastenal Company Employee Restricted Stock Unit Plan" and "Proposal #5 – Approval of the Fastenal Company Non-Employee Director Stock and Restricted Stock Unit Plan". The full text of these plans is filed as Exhibit 10.1 and Exhibit 10.2 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
INDEX TO EXHIBITS
Exhibit
Number		Description of Document
10.1
Fastenal Company Employee Restricted Stock Unit Plan (incorporated by reference to Exhibit 10.1 to Fastenal Company's Form 8-K dated as of April 24, 2026).
10.2
Fastenal Company Non-Employee and Director Stock and Restricted Stock Unit Plan (incorporated by reference to Exhibit 10.2 to Fastenal Company's Form 8-K dated as of April 24, 2026).
104The cover page from the Current Report on Form 8-K formatted in Inline XBRL.


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)
April 29, 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 did Fastenal (FAST) shareholders approve at the 2026 annual meeting?

Fastenal shareholders approved two equity compensation plans: the Employee Restricted Stock Unit Plan and the Non-Employee Director Stock and Restricted Stock Unit Plan. These plans define how employees and non-employee directors may receive stock-based awards in the form of restricted stock units or stock.

When and where was Fastenal’s 2026 annual meeting of shareholders held?

Fastenal’s 2026 annual meeting of shareholders was held on April 23, 2026, in Winona, Minnesota. At this meeting, investors voted on various proposals, including the approval of new stock and restricted stock unit plans for employees and non-employee directors.

What is the Fastenal Company Employee Restricted Stock Unit Plan?

The Fastenal Company Employee Restricted Stock Unit Plan is an equity compensation program for employees. It allows eligible employees to receive restricted stock units in Fastenal, with detailed terms and descriptions provided in the company’s definitive proxy statement for the 2026 annual meeting.

What is the Fastenal Company Non-Employee Director Stock and Restricted Stock Unit Plan?

The Fastenal Company Non-Employee Director Stock and Restricted Stock Unit Plan provides stock-based compensation for Fastenal’s non-employee directors. It covers stock and restricted stock unit awards, with full descriptions included in the sections of Fastenal’s definitive proxy statement relating to Proposal #5.

Where can investors find detailed terms of Fastenal’s newly approved stock plans?

Investors can find detailed terms of Fastenal’s new stock plans in its definitive proxy statement for the 2026 annual meeting, under Proposals #4 and #5, and in Exhibits 10.1 and 10.2, which contain the full text of the approved plans incorporated by reference.

Which exhibits relate to Fastenal’s newly approved equity plans?

Exhibit 10.1 contains the Fastenal Company Employee Restricted Stock Unit Plan, and Exhibit 10.2 contains the Fastenal Company Non-Employee Director Stock and Restricted Stock Unit Plan. These exhibits are incorporated by reference and provide the complete plan documents for investors to review in detail.

Filing Exhibits & Attachments

3 documents

Other Documents