Every material Form 8-K Fastenal has filed with the SEC since January 17, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Fastenal reported third-quarter 2026 results for the period ended September 30, 2026, with net sales of $2.46 billion, up 15.5% from a year earlier, and net income of $401.6 million, up 19.7%. The company attributed sales growth mainly to share gains with larger customers, pricing actions, and broad-based demand, and said operating margin rose to 21.5% from 20.7%, which supports shareholder returns.
Net sales were $2,463.3 million in the third quarter of 2026, up 15.5% from $2,133.3 million in the third quarter of 2025.
Diluted net income per share was $0.35, compared with $0.29 a year earlier.
Operating margin was 21.5%, compared with 20.7% in the third quarter of 2025.
The company returned $328.4 million to shareholders, or 81.8% of net income, through dividends and share repurchases.
Fastenal reported second-quarter 2026 results with net sales up 14.7% to $2.39 billion and net income up 15.9% to $383 million, or $0.33 per diluted share. Operating margin held at 21.0%, and operating cash flow fell 4.6% to $266 million as receivables grew, which the company attributed to strong sales growth late in the quarter.
Net sales were $2.39 billion, up 14.7% from $2.08 billion in the second quarter of 2025, with daily sales up 14.7%.
Net income was $383 million, up 15.9%, and diluted EPS was $0.33 versus $0.29 a year earlier.
Operating cash flow was $266 million, down 4.6%, or 69.4% of net income versus 84.4% a year earlier.
Shareholders received $305.1 million in dividends and share repurchases, or 79.7% of net income.
Fastenal entered into a Second Amended and Restated Credit Agreement with Wells Fargo as administrative agent on June 18, 2026, renewing its unsecured revolving credit commitment at $835 million and extending maturity to June 18, 2031. The company also amended its Master Note Agreement, reducing the maximum notes outstanding from $900 million to $600 million. Both deals replace the consolidated EBITDA covenant with interest coverage and leverage ratio covenants, which matters to shareholders because it changes the terms under which the company can borrow.
Revolving credit commitment renewed at $835 million; accordion option increased from $365 million to up to $500 million, for a possible total of $1.335 billion
Revolving credit maturity extended to June 18, 2031, with two one-year extension options
Master Note Agreement maximum reduced from $900 million to $600 million; issuance period extended to June 18, 2031
New covenants require minimum interest coverage of 3.00 to 1.00 and maximum total leverage of 3.00 to 1.00, stepping up to 3.50 to 1.00 after qualified acquisitions of at least $750 million
Fastenal's board elected Vishal Talwar, FedEx's Executive Vice President and Chief Digital and Information Officer, as an independent director on June 12, 2026, expanding the board from eleven to twelve members. He also joined the Nominating and Corporate Governance Committee and will receive pro rata director pay for the rest of the year.
Talwar elected director effective June 12, 2026; board grows from eleven to twelve members
Appointed to the Nominating and Corporate Governance Committee, effective the same date
Currently EVP and Chief Digital and Information Officer at FedEx since August 15, 2025; previously at Accenture
Pro rata annual retainer and equity award paid in cash, under the existing director compensation policy
At its April 23, 2026 annual meeting in Winona, Minnesota, Fastenal shareholders approved the Employee Restricted Stock Unit Plan and the Non-Employee Director Stock and Restricted Stock Unit Plan. The filing attaches the full plan texts as exhibits, and it reports no change in any director or officer.
Annual meeting held April 23, 2026 in Winona, Minnesota
Shareholders approved the Employee Restricted Stock Unit Plan (Proposal #4)
Shareholders approved the Non-Employee Director Stock and Restricted Stock Unit Plan (Proposal #5)
Full plan texts filed as Exhibits 10.1 and 10.2; report signed April 29, 2026 by Sheryl A. Lisowski
Fastenal reported first-quarter 2026 results for the period ended March 31, 2026. Net sales rose 12.4% to $2.2 billion, net income rose 13.8% to $339.8 million, and diluted earnings per share were $0.30, up from $0.26 a year earlier. Shareholders also received $295.7 million in dividends and share repurchases during the quarter.
Net sales were $2,201.7 million, up 12.4% from $1,959.4 million; daily sales rose 12.4%.
Operating income rose 13.6% to $447.6 million, with operating margin at 20.3% versus 20.1%.
Gross margin fell to 44.6% from 45.1%, which the company attributed mainly to unfavorable price/cost.
Operating cash flow was $378.4 million, or 111.4% of net income, and the company returned $295.7 million to shareholders.
Fastenal reported fourth-quarter 2025 net sales of $2,027.4 million, up 11.1% from a year earlier, with net income of $294.1 million, up 12.2%, and diluted earnings of $0.26 per share versus $0.23. For the full year, net sales rose 8.7% to $8,200.5 million and diluted EPS was $1.09 versus $1.00, while the filing gives a 2026 capital spending range of $310.0 million to $330.0 million.
Q4 2025 net sales $2,027.4 million, up 11.1%; gross margin 44.3% versus 44.8%
Q4 2025 net income $294.1 million, up 12.2%; diluted EPS $0.26 versus $0.23
Full-year 2025 net income $1,258.4 million, up 9.4%; diluted EPS $1.09 versus $1.00
2026 property and equipment investment expected at $310.0 million to $330.0 million; no common stock repurchases in 2025 or 2024
Fastenal said CEO Daniel Florness will step out of the role on July 16, 2026, and resign from the Board on the same date, with no disagreement with the company or Board cited. The Board appointed President and Chief Sales Officer Jeffery M. Watts as his successor, and Florness will serve as a Strategic Advisor until early 2028 to support the transition.
Florness will step out as CEO and leave the Board effective July 16, 2026, and told the Board of the decision on December 19, 2025.
Watts, currently President and Chief Sales Officer, was appointed CEO on December 19, 2025, effective July 16, 2026.
Florness is expected to serve as a Strategic Advisor to the new CEO until early 2028, with compensation to be set by the Compensation Committee in 2026.
Florness will keep his current CEO pay through 2026; Watts is expected to join the Board after shareholders re-elect Florness at the next annual meeting.
Fastenal's board appointed Max H. Tunnicliff, 47, as Chief Financial Officer and Senior Executive Vice President effective November 10, 2025, ending Sheryl Lisowski's role as interim CFO, which she held since April 17, 2025. Lisowski remains Executive Vice President, Chief Accounting Officer, and Treasurer. A CFO change is a leadership transition that shareholders may watch closely, but the filing reports no change in financial results.
Tunnicliff's base salary is $430,000 per year, with a $225,000 signing bonus in the fourth quarter of 2025.
His bonus for the fourth quarter of 2025 depends on pre-tax income (0.50%) and net income (0.35%) exceeding the prior-year quarter's levels.
He will receive no stock options at appointment, but will be considered for 2026 awards expected to be about $1.2 million in value.
Tunnicliff previously served as CFO of Beko Europe from January 2024 and held senior finance roles at Whirlpool.
Fastenal reported third-quarter 2025 net sales of $2.13 billion, up 11.7% from a year earlier, with net income of $335.5 million, up 12.6%, and diluted EPS of $0.29 versus $0.26. Sales growth was driven by fasteners and contract customers, and the company made no share repurchases in either period while returning $252.5 million in dividends during the quarter.
Q3 2025 net sales $2,133.3 million, up 11.7%; daily sales up 11.7% to $33.3 million
Operating income $441.5 million, up 13.7%; gross profit 45.3% of net sales versus 44.9% a year earlier
Diluted EPS $0.29 versus $0.26; company returned $252.5 million in dividends and repurchased no stock
Company expects 2025 property and equipment investment of $235.0 million to $255.0 million
Fastenal reported second-quarter 2025 results for the period ended June 30, 2025, with net sales of $2.08 billion, up 8.6% from a year earlier, and net income of $330.3 million, up 12.8%. The company also lowered its 2025 target for FMI device signings and narrowed its capital spending range downward, while noting that its quarterly dividends totaled $252.5 million and it repurchased no stock.
Net sales were $2.08 billion, up 8.6% from $1.92 billion in the second quarter of 2024; diluted net income per share was $0.29 versus $0.25.
Gross margin was 45.3% of net sales versus 45.1%, and operating margin was 21.0% versus 20.2%.
The 2025 weighted FASTBin/FASTVend signings goal was cut to 25,000-26,000 MEUs from 28,000-30,000 MEUs.
The 2025 capital spending estimate was lowered to $250 million-$270 million from $265 million-$285 million.
Fastenal's board approved a two-for-one forward stock split of its common stock, with the effective time at the close of business on May 21, 2025, and trading on the split basis starting May 22, 2025. At its April 24, 2025 annual meeting, shareholders elected all 11 directors, ratified PricewaterhouseCoopers LLP as auditor for 2025, and approved executive pay on an advisory basis, with the split increasing authorized shares to 1,600,000,000.
Two-for-one forward split: record date May 5, 2025; effective close of business May 21, 2025; split recognized at the start of trading May 22, 2025 (ex-dividend date).
Authorized common shares will increase to 1,600,000,000 at the Effective Time, with no change in par value.
Annual meeting held April 24, 2025: all 11 director nominees elected; PricewaterhouseCoopers LLP ratified; advisory say-on-pay approved with 438,459,188 votes for and 28,537,462 against.
Fastenal reported first-quarter 2025 results for the period ended March 31, 2025. Net sales rose 3.4% to $1,959.4 million and net income rose 0.3% to $298.7 million, with diluted earnings per share flat at $0.52, though operating margin fell to 20.1% from 20.6%. Shareholders received $246.7 million in dividends and no shares were repurchased.
Net sales were $1,959.4 million, up 3.4% from $1,895.1 million; daily sales rose 5.0% with one fewer selling day.
Operating income rose 0.9% to $393.9 million, while operating margin fell to 20.1% from 20.6%.
Diluted EPS was $0.52, unchanged from the prior year quarter; net income was $298.7 million.
Operating cash flow fell 21.8% to $262.2 million; dividends paid were $246.7 million and no stock was repurchased.
Fastenal's board appointed Sheryl A. Lisowski, its Executive Vice President and Chief Accounting Officer and Treasurer, as interim Chief Financial Officer effective April 17, 2025, until a permanent CFO is named. Her base salary rises from $320,000 to $440,000, and her quarterly bonus is tied to Company-wide pre-tax income and net income growth over the same quarter of the prior year. The filing does not name a permanent CFO candidate or a timeline for that search.
Sheryl A. Lisowski appointed interim Chief Financial Officer, effective April 17, 2025
Base salary increases from $320,000 to $440,000 for the interim CFO role
Quarterly cash bonus based on Company-wide pre-tax income and net income growth versus the same quarter of the prior year
No additional stock options granted for the interim CFO role; existing option grants retained
Fastenal director Nicholas J. Lundquist, who has served since October 2019, will not stand for re-election and is ineligible to continue under the company's five-year term limit for former employees. The board elected Brady D. Ericson, CEO of PHINIA Inc., as an independent director and to the Audit Committee, keeping the board at eleven members. The change is routine board succession and the filing reports no disagreements with the company.
Nicholas J. Lundquist's board service ends effective January 16, 2025; he joined Fastenal in March 1979 and served as a director since October 2019
Brady D. Ericson elected independent director effective January 16, 2025, with a term to the next annual shareholder meeting
Ericson also appointed to the Audit Committee; board size remains at eleven
Ericson has been President and CEO of PHINIA Inc. since July 2023
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