Every 8-K that Fastenal Co (FAST) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FAST and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FAST filings page.
Fastenal Company detailed governance and compensation actions tied to its planned CEO transition. Jeffery M. Watts, currently President and Chief Sales Officer, will become President and Chief Executive Officer and join the board as a director effective July 16, 2026, succeeding Daniel L. Florness. He will serve on the board until the next annual shareholder meeting and receive an annual cash retainer of $50,000 for his employee-director service, prorated from the transition date.
The compensation committee approved a new CEO pay package effective the same date. Watts will receive an annual base salary of $650,000, prorated for 2026, target quarterly cash incentives equal to 1.75% of the amount by which company-wide pre-tax income exceeds the prior-year quarter level, and supplemental quarterly incentives under the ROA Assets Program. He will receive no additional equity incentive awards in 2026 and will be eligible for equity awards commensurate with the CEO role in 2027.
Fastenal Company reported strong second-quarter 2026 results, with net sales of $2,386.9 million, up 14.7% from the prior-year quarter, driven by contract customers, manufacturing and non-residential construction demand, and pricing. Operating income rose to $501.8 million, up 15.1%, keeping operating margin at 21.0%. Net income increased 15.9% to $382.8 million, and diluted EPS grew to $0.33 from $0.29.
Gross margin declined to 44.6% from 45.3% as unfavorable price/cost, customer mix, transportation, and rebates pressured profitability, while SG&A leverage improved to 23.5% of sales from 24.4%. Digital channels remained important, with Digital Footprint sales of $1,492.9 million, 61.6% of net sales, and FMI sales of $1,081.0 million, up 16.4%.
Operating cash flow in the quarter was $265.7 million, down 4.6% and equal to 69.4% of net income, reflecting higher receivables tied to a 20.5% June sales increase. Fastenal returned $305.1 million, or 79.7% of net income, to shareholders via $275.4 million of dividends and $29.7 million of buybacks, while total debt fell to $120.0 million, 2.9% of total capital. The company plans 2026 capital spending of $310.0 to $330.0 and targets 27,000 to 29,000 weighted FASTBin/FASTVend signings.
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.
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.
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.
Fastenal Company reported the results of its annual shareholder meeting held in Winona, Minnesota. Shareholders voted 1,055,737,147 shares of Common Stock out of 1,148,328,513 shares outstanding as of the record date, establishing a quorum.
All eleven director nominees were elected, each receiving substantially more votes for than against, with additional broker non-votes recorded. Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026. They also approved, on an advisory basis, the compensation of named executive officers and adopted both the Employee Restricted Stock Unit Plan and the Non-Employee Director Stock and Restricted Stock Unit Plan. A shareholder proposal seeking an EEO-1 report disclosure policy did not pass, receiving significantly more votes against than for, alongside broker non-votes.
Fastenal Company reported strong results for the quarter ended March 31, 2026. Net sales reached $2,201.7 million, up 12.4% from $1,959.4 million as daily sales grew 12.4%, helped by contract customers, manufacturing end markets, and digital solutions.
Net income rose to $339.8 million from $298.7 million, with diluted earnings per share increasing to $0.30 from $0.26. Operating margin edged up to 20.3% from 20.1%, as SG&A leverage more than offset a modest decline in gross margin to 44.6%.
Operating cash flow was $378.4 million, up 44.3% and equal to 111.4% of net income, supported by tighter inventory management. The company returned $295.7 million, or 87.0% of net income, to shareholders via $275.6 million in dividends and $20.1 million of share repurchases, while total debt stood at $125.0 million, or 3.0% of total capital.
Fastenal Company filed a current report to let investors know it has released financial results for its most recently ended fiscal quarter. The company states that it issued a press release on January 20, 2026 announcing these quarterly results, and that this press release is attached as Exhibit 99.1 and incorporated by reference. The filing itself does not include the detailed numbers, but points readers to the attached press release for the full results.
Fastenal Company appointed Max H. Tunnicliff as Chief Financial Officer and Senior Executive Vice President, effective November 10, 2025. He becomes the company’s principal financial officer, while Sheryl A. Lisowski returns to her roles as Executive Vice President, Chief Accounting Officer, and Treasurer and remains the principal accounting officer.
Tunnicliff’s compensation includes a $430,000 annual base salary, a Q4 2025 bonus equal to 0.50% of pre-tax income and 0.35% of net income for the quarter to the extent each exceeds the comparable prior-year quarter, and a $225,000 signing bonus in Q4 2025. He will be considered in 2026 for stock options valued at about $1.2 million on the grant date, with shares determined by dividing that value by the stock’s closing price. Tunnicliff previously held senior finance roles at Beko Europe and Whirlpool.
Fastenal Company filed a Form 8-K to report that it issued a press release announcing results for its most recently ended fiscal quarter. The press release was dated October 13, 2025 and is attached as Exhibit 99.1.
The filing cites Item 2.02 (Results of Operations and Financial Condition) and lists the press release under Item 9.01 as an exhibit. The company’s common stock trades on Nasdaq under the symbol FAST.