Fastenal Co. Reports Executive and Director Changes

Ticker: FAST · Form: 8-K · Filed: Dec 22, 2025

Sentiment: neutral

Topics: corporate-governance, executive-changes, board-of-directors

TL;DR

Fastenal's board and execs are shuffling; new directors in, some officers out.

AI Summary

Fastenal Co. announced on December 19, 2025, changes in its executive team and board of directors. The filing details the departure of certain officers and directors, the election of new directors, and updates to executive compensation arrangements. These changes are effective as of the report date.

Why It Matters

Changes in executive leadership and board composition can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance and executive changes, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

FAQ

What specific roles have been affected by the departures of officers and directors?

The filing indicates the departure of certain officers and directors, but does not specify the exact roles vacated in this section.

Who are the newly elected directors?

The filing mentions the election of new directors but does not list their names in the provided text.

Are there any changes to executive compensation arrangements?

Yes, the filing notes that there are updates to compensatory arrangements of certain officers.

What is the effective date of these reported changes?

The date of the earliest event reported, and thus the effective date for these changes, is December 19, 2025.

What is Fastenal Co.'s state of incorporation and fiscal year end?

Fastenal Co. is incorporated in Minnesota and its fiscal year ends on December 31.

Filing Stats: 1,169 words · 5 min read · ~4 pages · Grade level 11.3 · Accepted 2025-12-22 08:16:45

Filing Documents

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 22, 2025, Fastenal issued a press release announcing the events described in Item 5.02, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1, which is incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of Fastenal's filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filing. Forward-Looking Statement. Certain statements contained in this Current Report on Form 8-K do not relate strictly to historical or current facts. As such, they are considered 'forward-looking statements' that provide current expectations or forecasts of future events. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statement that is not a historical fact is a forward-looking statement. You should understand that forward-looking statements involve a variety of risks and uncertainties, known and unknown (including risks disclosed in our most recent annual and quarterly reports), and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially. Factors that could cause our actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those detailed in our most recent annual and quarterly reports. Each forward-looking statement speaks only as of the date on which such statem

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. INDEX TO EXHIBITS Exhibit Number Description of Document 99.1 Press release dated December 22 , 20 25 104 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) December 22, 2025 By: /s/ SHERYL A. LISOWSKI (Date) Sheryl A. Lisowski Executive Vice President - Chief Accounting Officer and Treasurer

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