FAST Form 4: Florness Executes Options and Disposes of 84,612 Shares

Rhea-AI Filing Summary

Daniel L. Florness, listed as CEO and a director of Fastenal Company (FAST), reported transactions on 08/12/2025 involving company stock and options. He exercised employee stock options with an exercise price of $13 for 84,612 shares and reported a corresponding sale of 84,612 shares at $48.4408. After these transactions his beneficial ownership is reported as 565,036 shares (direct).

The filing notes indirect holdings of 20,000 shares owned by his spouse and 23,056 shares held in the issuer's 401(k) plan. The option grant and counts are adjusted for prior 2-for-1 stock splits, and the option's vesting schedule is described as a five-year vesting with 40% vesting two years after grant and the remainder vesting proportionately on each anniversary.

Positive

• CEO retains substantial direct ownership of 565,036 shares after the transactions
• Full disclosure of option terms and vesting schedule is provided in the filing

Negative

• Sale of 84,612 shares (reported at $48.4408) reduced direct holdings by the reported amount
• Significant transaction size relative to the number of shares reported prior to disposal (84,612 shares disposed)

Insights

Securities Analyst

TL;DR: CEO exercised 84,612 options at $13 and sold 84,612 shares at $48.4408, leaving 565,036 shares beneficially owned.

The report documents a common insider sequence: an option exercise at a $13 strike followed by a sale at $48.4408. The transaction reduced direct beneficial ownership to 565,036 shares while leaving disclosed indirect holdings in a spouse account and the company's 401(k). The filing includes standard split adjustments and a multi-year vesting schedule for the option. For disclosure purposes, the size of the transaction and the post-transaction ownership level are the primary quantifiable facts investors can use to update insider-holding records.

Corporate Governance Expert

TL;DR: Filing shows routine executive equity activity with an option exercise, sale, and detailed vesting and split adjustments.

The Form 4 identifies the reporting person as CEO and director, and it provides clear documentation of an option exercise and subsequent sale of the resulting shares, plus indirect holdings disclosure. The statement includes the option vesting schedule and acknowledges prior stock splits used to adjust reported amounts. All material elements required for Section 16 reporting appear present: transaction codes, prices, amounts, and nature of indirect ownership.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

FLORNESS DANIEL L

(Last) (First) (Middle)

2001 THEURER BOULEVARD

(Street)

WINONA MN 55987

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		M		84,612(1)	A	$13(1)	649,648	D
Common Stock	08/12/2025		S		84,612	D	$48.4408	565,036	D
Common Stock								20,000	I	Owned by Spouse
Common Stock								23,056(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)	08/12/2025		M			84,612(1)	(3)	12/31/2028	Common Stock	84,612(1)	$0	0	D

Explanation of Responses:

1. On May 22, 2019 and May 21, 2025, the Common Stock of Fastenal Company split 2-for-1 and the amounts reported have been adjusted to reflect these two stock splits.

2. Shares attributed to reporting person's account within issuer's 401(K) Plan and includes an additional 124 stock split (May 21, 2025) adjusted securities acquired since the reporting person's previous report on April 28, 2025.

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

Remarks:

	/s/ John J. Milek, Attorney-in-Fact	08/14/2025
	** 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 Daniel L. Florness report on Form 4 for FAST?

He reported an exercise of 84,612 employee stock options at a $13 exercise price and a corresponding sale of 84,612 shares at $48.4408 on 08/12/2025.

How many Fastenal shares does Florness beneficially own after the reported transactions?

The filing reports 565,036 shares beneficially owned directly following the reported transactions.

Are there any indirect holdings disclosed for the reporting person?

Yes. The filing discloses 20,000 shares owned by the reporting person’s spouse and 23,056 shares held in the issuer’s 401(k) plan attributed to the reporting person.

What are the terms of the option vesting described in the Form 4?

The option will vest over five years, with 40% vesting two years after the grant date and the remainder vesting proportionately on each anniversary of the grant date.

Were reported share amounts adjusted for stock splits?

Yes. The filing notes adjustments for prior 2-for-1 stock splits and indicates split-adjusted figures in the reported amounts.