Every material Form 8-K Fastenal filed with the SEC in 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 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
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Fastenal filing is on SEC EDGAR ↗. 8-K briefs of other companies →