Fastenal insider sells 6,842 shares and receives 6,842-share option grant

Rhea-AI Filing Summary

Fastenal Company insider William J. Drazkowski reported option activity and an open-market sale. The filings show an option grant for 6,842 shares with an exercise price of $19 that is reported as acquired under code "M" and subject to vesting through 2029. The report also discloses a sale of 6,842 shares at $48.6717, and after these reported transactions the filing lists 18,836 shares beneficially owned in total and 11,994 shares owned following the sale. Additionally, 10,600 shares are held indirectly in the issuer's 401(k) plan.

The option grant vests over five years with an initial 40% vesting after two years and the remainder vesting 20% annually. The amounts have been adjusted for a 2-for-1 stock split noted in the filing.

Positive

• Option grant of 6,842 shares at $19 creates long-term retention incentives via a five-year vesting schedule
• Indirect 401(k) holdings of 10,600 shares indicate continued employee-level ownership aligned with the company

Negative

• Open-market sale of 6,842 shares at $48.6717 reduced the reporting person's direct holdings
• Vesting schedule extends to 2029, delaying potential alignment benefits until vesting milestones are met

Insights

Financial Analyst

TL;DR: Insider received an option grant and sold an equal number of shares, leaving modest net change in ownership.

The reporting shows a non-derivative sale of 6,842 shares at $48.6717 and a contemporaneous option grant for 6,842 shares exercisable at $19, adjusted for a 2-for-1 split. Post-transactions beneficial ownership is reported as 18,836 shares with 11,994 remaining after the sale, and 10,600 shares held in the 401(k) plan. The option's five-year vesting schedule limits immediate dilution risk but creates potential future insider-aligned incentives as vesting occurs.

Corporate Governance Expert

TL;DR: Grant follows typical executive compensation design; sale is routine insider liquidity.

The option award with staged vesting (40% at two years, then 20% annually) aligns long-term retention with shareholder interests. The reported open-market sale of 6,842 shares at $48.6717 appears to be a standard disposition and is disclosed alongside holdings in the company 401(k). The filing notes adjustment for a 2-for-1 stock split; no atypical restrictions or related-party transfers are disclosed in the form.

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^*

Drazkowski William Joseph

(Last) (First) (Middle)

806 OLYMPIC DRIVE

(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)
	EVP-Sales

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M		6,842(1)	A	$19(1)	18,836(1)	D
Common Stock	08/15/2025		S		6,842	D	$48.6717	11,994	D
Common Stock								10,600(1)(2)	I	Held in 401K) 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)	$19(1)	08/15/2025		M			6,842(1)	(3)	12/31/2029	Common Stock	6,842(1)	$0	0	D

Explanation of Responses:

1. On May 21, 2025, the Common Stock of Fastenal Company split 2-for-1 and the amounts reported have been adjusted to reflect the stock split.

2. Shares attributed to reporting person's account within issuer's 401(K) Plan and includes an additional 58 stock split adjusted securities acquired since his previous report on 4/15/2025.

3. The option will fully vest and become exercisable over a period of five years, with 40% vesting and becoming exercisable two years following the date of grant and the remainder vesting and becoming exercisable proportionately (20%) each year thereafter.

Remarks:

	/s/ John J. Milek, Attorney-in-Fact	08/18/2025
	** 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 FAST insider William J. Drazkowski report on this Form 4?

The filing reports an option grant for 6,842 shares exercisable at $19 and a contemporaneous sale of 6,842 shares at $48.6717.

How many Fastenal (FAST) shares does the reporting person beneficially own after these transactions?

The filing shows 18,836 shares beneficially owned following the reported transactions and 11,994 shares after the sale line specifically.

Are any shares held indirectly by the reporting person in retirement plans?

Yes. The filing discloses 10,600 shares held indirectly in the issuer's 401(k) plan.

What are the vesting terms of the option grant reported for FAST?

The option vests over five years with 40% vesting two years after grant and the remainder vesting 20% per year thereafter, fully exercisable by the end of the schedule.

Was the share data adjusted for any corporate actions?

Yes. The filing states the amounts were adjusted for a 2-for-1 stock split that occurred on May 21, 2025.