Are there related-party transactions involving Fastenal and Vishal Talwar?

Fastenal states there are no current or proposed transactions involving Vishal Talwar or his immediate family that require disclosure under Item 404(a) of Regulation S-K. This indicates no disclosable related-party dealings tied to his Board appointment.

Fastenal (NASDAQ: FAST) appoints FedEx executive Vishal Talwar to its Board

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Fastenal Company reported that its Board of Directors elected Vishal Talwar as a new independent director effective June 12, 2026, increasing the Board size from eleven to twelve members. He will serve until the next annual meeting or until a successor is elected and qualified.

Mr. Talwar also joins the Board’s Nominating and Corporate Governance Committee. He is currently Executive Vice President and Chief Digital and Information Officer of FedEx Corporation and President of FedEx DataWorks, with a long career in senior technology and consulting roles at Accenture, Wipro, Dell, and IBM.

The company states there are no selection arrangements or related-party transactions requiring disclosure. Mr. Talwar will receive a pro rata cash retainer and equity-based compensation, aligned with Fastenal’s existing director compensation policy.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Key Figures

Board size after appointment: 12 directors Board start date: June 12, 2026 FedEx role start: August 15, 2025 +2 more

5 metrics

Board size after appointment 12 directors Increased from eleven on June 12, 2026

Board start date June 12, 2026 Effective date of Vishal Talwar’s election

FedEx role start August 15, 2025 Start of current FedEx executive and DataWorks roles

Accenture tenure April 14, 2015 to August 14, 2025 Consultant and executive leader at Accenture

IBM tenure 2006 to 2011 Associate Partner at IBM

Key Terms

independent director, Nominating and Corporate Governance Committee, Item 404(a) of Regulation S-K, annual retainer, +1 more

5 terms

independent director financial

"Mr. Talwar was elected to serve as an independent director until the Company's next annual meeting"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Nominating and Corporate Governance Committee financial

"The Board also appointed Mr. Talwar to serve on the Board's Nominating and Corporate Governance Committee"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

Item 404(a) of Regulation S-K regulatory

"no current or proposed transactions ... required to be disclosed under Item 404(a) of Regulation S-K"

annual retainer financial

"Mr. Talwar will receive a pro rata portion of the annual retainer for his partial year of service"

equity award financial

"a pro rata portion of an equity award that is related to his attendance at the remaining calendar year Board meetings"

An equity award is a form of pay where a company gives employees, executives or other stakeholders the right to own or buy company shares—either immediately or after meeting certain conditions. Think of it like receiving slices of the company pie now or coupons to claim slices later; it matters to investors because it affects ownership dilution, executive incentives and reported compensation costs, and signals how management is being rewarded and retained.

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Understanding 8-K Material Events →

06/12/2026 - 04:05 PM

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 12, 2026

FASTENAL COMPANY

(Exact name of registrant as specified in its charter)


Minnesota	0-16125	41-0948415
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $.01 per share	FAST	The 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.

On June 12, 2026, the Board of Directors (the 'Board') of Fastenal Company (the 'Company') elected as a director of the Company Mr. Vishal Talwar, effective on June 12, 2026, increasing the number of directors on the Board from eleven to twelve on this date. Mr. Talwar was elected to serve as an independent director until the Company's next annual meeting of shareholders or until his successor is duly elected and qualified. The Board also appointed Mr. Talwar to serve on the Board's Nominating and Corporate Governance Committee, effective on the same date.

Mr. Talwar is currently the Executive Vice President and Chief Digital and Information Officer of FedEx Corporation, and President of FedEx DataWorks, since August 15, 2025. Mr. Talwar oversees enterprise architecture, cybersecurity, and data platforms, focused on enabling data-driven decision-making at every level of the organization. From April 14, 2015 to August 14, 2025, Mr. Talwar was a consultant and executive leader for Accenture plc. His last position was serving as Senior Managing Director and Chief Growth Officer for Accenture Technology, where he led global offerings, solutions, and go-to-market teams supporting Fortune Global 2000 clients. From 2014 to 2015, Mr. Talwar served as Vice President at Wipro, a leading global information technology, consulting, and business process services company, headquartered in Bangalore, India. From 2011 to July 2014, he served as Managing Director at Dell Technologies and from 2006 to 2011, he served as Associate Partner at International Business Machines Corporation (IBM). From 1996 to 2006, he held senior technology consulting leadership roles, building deep experience across enterprise technology transformation.

There are no arrangements or understandings between Mr. Talwar and any other person or persons pursuant to which he was selected as a director of the Company. There are no current or proposed transactions in which Mr. Talwar, or any member of his immediate family, has an interest that is required to be disclosed under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

Mr. Talwar will receive a pro rata portion of the annual retainer for his partial year of service as a director of the Company and a pro rata portion of an equity award that is related to his attendance at the remaining calendar year Board meetings, which will be payable in cash to Mr. Talwar, all in accordance with the Company's existing director compensation policy.

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 12, 2026	By:	/s/ MAX H. TUNNICLIFF
(Date)		Max H. Tunnicliff Senior Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Fastenal (FAST) announce in this 8-K filing?

Fastenal announced the election of Vishal Talwar as an independent director, effective June 12, 2026. His appointment increases the Board from eleven to twelve members and adds technology and digital expertise to the company’s governance structure.

Who is Vishal Talwar, Fastenal’s new independent director?

Vishal Talwar is Executive Vice President and Chief Digital and Information Officer of FedEx Corporation and President of FedEx DataWorks. He previously held senior technology and consulting leadership roles at Accenture, Wipro, Dell, IBM, and other firms since the mid-1990s.

How long will Vishal Talwar serve on Fastenal’s Board?

Vishal Talwar will serve as an independent director until Fastenal’s next annual meeting of shareholders, or until his successor is duly elected and qualified. This aligns with typical board election cycles for public companies’ directors.

Which Fastenal Board committee will Vishal Talwar join?

Vishal Talwar will serve on Fastenal’s Nominating and Corporate Governance Committee. This committee typically oversees board composition, governance policies, and director nominations, so his technology and data background may inform governance and strategic oversight discussions.

How will Fastenal compensate its new director Vishal Talwar?

Fastenal will pay Vishal Talwar a pro rata portion of the annual director retainer and a pro rata equity-related award for his partial year of service. These amounts will be paid in cash under the company’s existing director compensation policy.

Filing Exhibits & Attachments

3 documents