FAST insider exercise: 34,612 shares acquired at $13 then sold at $48.03

Rhea-AI Filing Summary

John Lewis Soderberg, Senior EVP-IT of Fastenal Co (FAST), reported exercising employee stock options and an immediate disposition of the resulting shares. The filing shows an option exercise that covered 34,612 common shares at an $13 exercise price (amounts adjusted for prior stock splits), followed the same day by the sale of 34,612 shares at $48.0302. After these transactions the filing shows 0 derivative securities of that option remaining and 28,638 shares attributed to the reporting person's account in the issuer’s 401(k) plan. The report also discloses the option’s vesting schedule: full vesting over five years with 40% vesting two years after grant and the remainder vesting proportionately thereafter.

Positive

• None.

Negative

• Insider disposition: Reporting person sold 34,612 Fastenal shares at $48.0302 on 08/08/2025 after exercising options.
• Options extinguished: Following the exercise the filing shows 0 derivative securities from that reported option remaining.

Insights

Financial Analyst

TL;DR: Officer exercised options for 34,612 shares at $13 and sold them at $48.03; results are routine compensation monetization.

The filing documents an exercise of employee stock options covering 34,612 shares at an exercise price of $13 and an immediate sale of those same 34,612 shares at $48.0302. This realizes a pre-tax spread of $35.0302 per share for the reporting person based on stated prices. The report shows 0 remaining derivative securities from that option after the transactions and 28,638 shares held indirectly in a 401(k) account. For investors, the transaction documents insider liquidity activity rather than changes to operating results; there is no explicit information here about aggregate outstanding shares or material corporate events.

Corporate Governance Expert

TL;DR: Disclosure is complete for the reported transactions and includes vesting details.

The Form 4 identifies the reporting person as a company officer and provides transaction codes, prices, quantities, and the vesting schedule for the option grant. It notes prior reporting of the option and adjustments for two 2-for-1 splits. The filing also specifies 28,638 shares held in the issuer’s 401(k) plan and indicates the option will fully vest over five years with a 40% tranche vesting two years after grant. From a governance and disclosure standpoint, required information about the grant adjustment, exercise, and sale is presented explicitly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Soderberg John Lewis

(Last) (First) (Middle)

1757 SNOWFLAKE PLACE

(Street)

ONALASKA WI 54650

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FASTENAL CO [ FAST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior EVP-IT

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/08/2025		M		34,612	A	$13(1)	34,612	D
Common Stock	08/08/2025		S		34,612	D	$48.0302	0	D
Common Stock								28,638(2)	I	Held in 401(K) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$13(1)	08/08/2025		M			34,612(1)	(3)	12/31/2028	Common Stock	34,612(1)	$0	0	D

Explanation of Responses:

1. The option was previously reported in a filing dated 1/3/2019 as covering 8,653 securities at a strike price of $52 and the amounts are adjusted to reflect two 2-for-1 stock splits on 5/22/2019 and 5/21/2025 respectively.

2. Shares attributed to reporting person's account within issuer's 401(K) Plan and includes an additional 596 stock split adjusted securities since the reporting person filed a prior holdings report on 11/8/2024.

3. The option will fully vest and become exercisable over a period of five years, with 40% of the option vesting and becoming exercisable two years following the grant date and the remainder becoming exercisable proportionately each year thereafter.

Remarks:

	/s/ John J. Milek, Attorney-in-Fact	08/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did the Fastenal (FAST) Form 4 report for John L. Soderberg?

The filing reports an exercise of employee stock options covering 34,612 shares at an $13 exercise price and a same-day sale of 34,612 shares at $48.0302 on 08/08/2025.

How many Fastenal shares does John L. Soderberg own after the reported transactions?

The filing shows 0 shares from that option remaining and 28,638 shares attributed to his account in the issuer’s 401(k) plan.

Were the exercised options adjusted for stock splits in the Fastenal (FAST) Form 4?

Yes. The option amounts were adjusted to reflect two 2-for-1 stock splits, increasing the covered securities to 34,612 from the originally reported amount.

What price was paid and received in the Fastenal (FAST) transactions?

The exercise price was $13 per share and the sale price reported was $48.0302 per share.

What is the vesting schedule for the option reported in the Fastenal (FAST) Form 4?

The option will fully vest over five years, with 40% vesting two years after the grant date and the remainder vesting proportionately each year thereafter.