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# Fastenal Company (FAST) - Recent Events ## Filings that contain financial statements Fastenal is a domestic filer, so its quarterly statements are in its Forms 10-Q. The earnings-release 8-Ks below also carry condensed statements (balance sheet, income statement, cash flow statement) in Exhibit 99.1, with amounts mostly rounded to millions: - Form 8-K filed July 14, 2026, accession 0000815556-26-000037: condensed consolidated balance sheet, statements of income and statements of cash flows for the three and six months ended June 30, 2026 (with 2025 comparatives). - Form 8-K filed April 13, 2026, accession 0000815556-26-000019: the same statements for the three months ended March 31, 2026. - Form 8-K filed January 20, 2026, accession 0000815556-26-000003: the same statements for the quarter and year ended December 31, 2025. - Form 8-K filed October 14, 2026, accession 0000815556-26-000046: the same statements for the quarter ended September 30, 2026. This post-dates the June 30, 2026 quarter and is listed only as a subsequent event. ## Earnings releases and outlook - **July 14, 2026 - second quarter 2026 results (0000815556-26-000037).** Net sales were $2,386.9 million, up 14.7% from $2,080.3 million (same number of business days, so daily sales also rose 14.7%). Pricing added about 290 basis points to sales growth. Gross margin was 44.6% against 45.3% a year earlier, with unfavorable price/cost of about 40 basis points the main driver. SG&A fell to 23.5% of sales from 24.4%. Operating income was $501.8 million (21.0% of sales, unchanged year over year). Net income was $382.8 million, up 15.9%, and diluted EPS was $0.33 against $0.29. Operating cash flow was $265.7 million, down 4.6%, or 69.4% of net income, which the company attributed to a larger use of cash for receivables after strong mid- and late-quarter sales (June sales up 20.5%). Six-month net sales were $4,588.6 million (up 13.6%) and net income $722.6 million (up 14.9%). - **Guidance and goals in the July release.** The 2026 goal for weighted FASTBin and FASTVend signings was lowered to 27,000-29,000 units from 28,000-30,000. Q2 signings were 6,993. Expected 2026 net capital spending stayed at $310-$330 million (2025: $230.6 million). The company expects its ongoing tax rate to be about 24.6%. - **Capital returned.** In Q2 2026 Fastenal returned $305.1 million (79.7% of net income): dividends of $275.4 million and share repurchases of $29.7 million. Total debt was $120.0 million at June 30, 2026, against $230.0 million a year earlier. The company reported no repurchases in 2025 or 2024 (January 20, 2026 release); repurchases of $20.1 million appear in Q1 2026. - **April 13, 2026 - first quarter 2026 results (0000815556-26-000019).** Daily sales rose 12.4% and operating margin was 20.3%. Operating cash flow was $378 million (111% of net income). The company returned $295.7 million ($275.6 million dividends, $20.1 million repurchases). The signings goal then stood at 28,000-30,000 units. - **January 20, 2026 - fourth quarter and full-year 2025 results (0000815556-26-000003).** Full-year 2025 net sales were $8,200.5 million, up 8.7% from $7,546.0 million, and fourth-quarter sales were $2,027.4 million, up 11.1%. The release restated share and per-share data for the two-for-one split effective May 21, 2025. Dividends paid in 2025 were $1,004.2 million. ## Subsequent event (after the June 30, 2026 quarter end) - **October 14, 2026 - third quarter 2026 results (0000815556-26-000046).** Daily sales rose 15.5% and operating margin was 21.5%, up 90 basis points year over year. Operating cash flow was $422 million (105% of net income). The company returned $328.4 million ($298.2 million dividends, $30.2 million repurchases). The 2026 signings goal remained 27,000-29,000 units. ## Leadership and board changes - **December 22, 2025 (0000815556-25-000123) - CEO succession.** On December 19, 2025, CEO Daniel L. Florness told the board he would step down as CEO and resign from the board effective July 16, 2026 (the "CEO Transition Date"). The filing says this was not the result of any disagreement with the company. He is expected to stay on as Strategic Advisor to the new CEO until early 2028. The board appointed Jeffery M. Watts, President and Chief Sales Officer, as the next CEO effective on that date. - **July 16, 2026 (Form 8-K/A, 0000815556-26-000043) - CEO transition completed on schedule; compensation set.** The board elected Mr. Watts a director to succeed Mr. Florness, effective July 16, 2026. His CEO pay: $650,000 annual base salary (prorated), a quarterly cash incentive of 1.75% of the amount by which company-wide quarterly pre-tax income exceeds the same quarter of the prior year, supplemental quarterly cash incentives under the ROA Assets Program, and no additional equity awards in 2026. He also receives a $50,000 annual employee-director retainer (prorated). - **November 3, 2025 (0000815556-25-000121) - new CFO.** The board appointed Max H. Tunnicliff, previously chief financial officer of Beko Europe, as Chief Financial Officer and Senior Executive Vice President, effective November 10, 2025. Sheryl A. Lisowski, interim CFO since April 17, 2025, remained Executive Vice President, Chief Accounting Officer and Treasurer. - **June 12, 2026 (0000815556-26-000033) - board expansion.** The board elected Vishal Talwar (Executive Vice President and Chief Digital and Information Officer of FedEx Corporation) as an independent director, raising the board from eleven to twelve members. He joined the Nominating and Corporate Governance Committee. ## Financing - **June 18, 2026, reported June 23, 2026 (0000815556-26-000035) - credit facility renewed and note program amended (both signed and effective June 18).** - Revolver: the unsecured revolving credit facility with Wells Fargo as administrative agent was amended and restated. The commitment is renewed at $835 million, with an uncommitted accordion raised from $365 million to up to $500 million (total possible $1,335 million). Maturity is extended to June 18, 2031, with two one-year extension options. - Covenants (revolver and note agreement): the consolidated EBITDA covenant was removed and replaced with a minimum interest coverage ratio of 3.00 to 1.00 and a maximum total leverage ratio of 3.00 to 1.00. The leverage ratio steps up to 3.50 to 1.00 for four quarters after a qualified acquisition. On the revolver, that step-up applies to acquisitions with consideration of at least $750 million. - Notes: the Master Note Agreement dated July 20, 2016 with MetLife, NYL Investors, PGIM and other purchasers was amended. The maximum notes outstanding fell from $900 million to $600 million, PGIM was released as a purchaser and investor group representative, and the private-placement issuance period was extended to June 18, 2031. ## Capital actions and governance - **April 23-29, 2026 (0000815556-26-000025, 0000815556-26-000027) - 2026 annual meeting.** All eleven director nominees were elected. PricewaterhouseCoopers LLP was ratified as auditor for 2026. Say-on-pay was approved (831.8 million votes for, 102.5 million against). Shareholders approved the Employee Restricted Stock Unit Plan and the Non-Employee Director Stock and Restricted Stock Unit Plan. A shareholder proposal on EEO-1 report disclosure was defeated (203.9 million for, 680.8 million against). There were 1,148,328,513 shares outstanding and entitled to vote at the record date. - **April 2025 (0000815556-25-000085, 0000815556-25-000087) - two-for-one stock split.** The board approved the split on April 23, 2025, with a record date of May 5, 2025 and an effective time at the close of business on May 21, 2025. The shares began trading split-adjusted on May 22, 2025. The articles of incorporation were amended to raise authorized common shares to 1,600,000,000. All per-share figures in later releases are restated for the split. ## Not found in these filings No acquisition, divestiture, impairment, restructuring, guidance cut or raise of financial targets (other than the signings goal reduction noted above), or legal or regulatory outcome was reported in the 8-Ks reviewed for this period.