fast-20260423

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 23, 2026

FASTENAL COMPANY

(Exact name of registrant as specified in its charter)


Minnesota	0-16125	41-0948415
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2001 Theurer Boulevard, Winona, Minnesota

55987-1500

(Address of principal executive offices)

(Zip Code)


			(507) 454-5374
			(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $.01 per share	FAST	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On April 23, 2026, Fastenal Company ('Fastenal') held its annual meeting of shareholders in Winona, Minnesota ('2026 Annual Meeting'). At the 2026 Annual Meeting, Fastenal's shareholders approved the Fastenal Company Employee Restricted Stock Unit Plan and the Fastenal Company Non-Employee Director Stock and Restricted Stock Unit Plan. Descriptions of these plans are contained in the sections of Fastenal's definitive Proxy Statement for the 2026 Annual Meeting entitled "Proposal #4 – Approval of the Fastenal Company Employee Restricted Stock Unit Plan" and "Proposal #5 – Approval of the Fastenal Company Non-Employee Director Stock and Restricted Stock Unit Plan". The full text of these plans is filed as Exhibit 10.1 and Exhibit 10.2 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

INDEX TO EXHIBITS


Exhibit Number						Description of Document

10.1						Fastenal Company Employee Restricted Stock Unit Plan (incorporated by reference to Exhibit 10.1 to Fastenal Company's Form 8-K dated as of April 24, 2026).

10.2						Fastenal Company Non-Employee and Director Stock and Restricted Stock Unit Plan (incorporated by reference to Exhibit 10.2 to Fastenal Company's Form 8-K dated as of April 24, 2026).

104						The cover page from the Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		Fastenal Company
		(Registrant)

April 29, 2026	By:	/s/ SHERYL A. LISOWSKI
(Date)		Sheryl A. Lisowski Executive Vice President - Chief Accounting Officer and Treasurer

Fastenal Company filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits