What changed in this filing

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Item 1. Financial Statements

2026-07-16 compared with 2026-04-16 · 71 added, 55 removed, 320 unchanged (28% of the section changed)

3 unchanged sentences

(Amounts in millions except share and per share information)

Assets March 31,

Assets June 30,

2026 December 31,

38 unchanged sentences

(Amounts in millions except income per share)

Three Months Ended

Six Months Ended

June 30, Three Months Ended

2026 2025 2026 2025

Net sales $ 4,588.6 4,039.7 $ 2,386.9 2,080.3

16 unchanged sentences

(Amounts in millions)

Three Months Ended

Six Months Ended

June 30, Three Months Ended

2026 2025 2026 2025

Net income $ 722.6 628.9 $ 382.8 330.3

6 unchanged sentences

(Amounts in millions except per share information)

Three Months Ended

Six Months Ended

June 30, Three Months Ended

2026 2025 2026 2025

Balance at beginning of period $ 11.5 11.5 $ 11.5 11.5

23 unchanged sentences

(Amounts in millions)

Three Months Ended

Six Months Ended

June 30, Three Months Ended

2026 2025 2026 2025

Cash flows from operating activities:

29 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 0.1 ) 11.3 0.5 8.2

Net increase (decrease) in cash and cash equivalents 31.9 ( 24.0 )

Net (decrease) increase in cash and cash equivalents ( 72.0 ) ( 18.0 ) ( 103.9 ) 6.0

Cash and cash equivalents at beginning of period 276.8 255.8 308.6 231.8

8 unchanged sentences

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2026 and 2025

June 30, 2026 and 2025

(1) Basis of Presentation

6 unchanged sentences

Percentages, values, and dollar change calculations, which are based on non-rounded dollar values, may not be able to be recalculated or footed using the dollar values in this document due to the rounding of those dollar values.

On April 23, 2025, we announced a two -for-one stock split of our outstanding common stock.

Holders of the Company's common stock, par value $ 0.01 per share, at the close of business on May 5, 2025, received one additional share of common stock for every share of common stock they owned.

The stock split took effect at the close of business on May 21, 2025.

All historical common stock share, per share information, stock option awards, and stockholders' equity balances for all periods presented in the accompanying Condensed Consolidated Financial Statements and Notes thereto in this quarterly report on Form 10-Q have been retroactively adjusted to reflect the two-for-one stock split.

Recently Issued Accounting Pronouncements

15 unchanged sentences

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2026 and 2025

June 30, 2026 and 2025

Disaggregation of Revenue

Revenues are attributable to countries based on the selling location from which the sale occurred.

Our revenues related to the following geographic areas were as follows for the periods ended March 31:

Three-month Period

Our revenues related to the following geographic areas were as follows for the periods ended June 30:

Six-month Period Three-month Period

2026 2025 2026 2025

United States $ 3,786.1 3,362.2 $ 1,969.8 1,732.8

5 unchanged sentences

Total revenues $ 4,588.6 4,039.7 $ 2,386.9 2,080.3

The percentages of our sales by end market were as follows for the periods ended March 31:

Three-month Period

The percentages of our sales by end market were as follows for the periods ended June 30:

Six-month Period Three-month Period

2026 2025 2026 2025

Manufacturing 76.1 % 76.1 % 75.9 % 75.9 %

2 unchanged sentences

100.0 % 100.0 % 100.0 % 100.0 %

The percentages of our sales by product line were as follows for the periods ended March 31:

Three-month Period

The percentages of our sales by product line were as follows for the periods ended June 30:

Six-month Period Three-month Period

Type Introduced 2026 2025 2026 2025

15 unchanged sentences

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2026 and 2025

June 30, 2026 and 2025

(3) Stockholders' Equity

On April 10, 2026, our board of directors declared a quarterly dividend of $ 0.24 per share of common stock to be paid in cash on May 26, 2026 to shareholders of record at the close of business on April 28, 2026.

On July 10, 2026, our board of directors declared a quarterly dividend of $ 0.26 per share of common stock to be paid in cash on August 25, 2026 to shareholders of record at the close of business on July 28, 2026.

The following table presents the cash dividends either paid previously or declared by our board of directors for future payment on a per share basis during 2026 and 2025:

5 unchanged sentences

Stock Options

The following tables summarize the details of options granted under our stock option plans that were outstanding as of March 31, 2026, and the assumptions used to value those grants.

The following tables summarize the details of options granted under our stock option plans that were outstanding as of June 30, 2026, and the assumptions used to value those grants.

All such grants were effective at the close of business on the grant date.

Granted Option Exercise

Price Closing Stock Price on Grant Date March 31, 2026

Price Closing Stock Price on Grant Date June 30, 2026

Grant Date Options

14 unchanged sentences

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2026 and 2025

June 30, 2026 and 2025

Grant Date Risk-free

22 unchanged sentences

Compensation expense equal to the grant date fair value is recognized for all of these awards over the vesting period.

The stock-based compensation expense for the three-month periods ended March 31, 2026 and 2025 was $ 2.6 and $ 2.0 , respectively.

There is no incremental stock-based compensation expense as a result of the stock split described in Note 1.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of March 31, 2026 was $ 27.7 and is expected to be recognized over a weighted average period of 4.01 years.

The stock-based compensation expense for the six-month periods ended June 30, 2026 and 2025 was $ 5.2 and $ 4.1 , respectively, and for the second quarter of 2026 and 2025 was $ 2.6 and $ 2.0 , respectively.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of June 30, 2026 was $ 25.2 and is expected to be recognized over a weighted average period of 3.83 years.

Any future changes in estimated forfeitures will impact this amount.

1 unchanged sentence

The following tables present a reconciliation of the denominators used in the computation of basic and diluted net income per share and a summary of the options to purchase shares of common stock which were excluded from the diluted net income per share calculation because they were anti-dilutive:

Three-month Period

Six-month Period Three-month Period

Reconciliation 2026 2025 2026 2025

2 unchanged sentences

Diluted weighted average shares outstanding 1,150,590,276 1,149,827,083 1,150,281,044 1,150,100,651

Three-month Period

Six-month Period Three-month Period

Summary of Anti-dilutive Options Excluded 2026 2025 2026 2025

5 unchanged sentences

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2026 and 2025

June 30, 2026 and 2025

(4) Income Taxes

3 unchanged sentences

federal examinations, and with limited exceptions, before 2020 in the case of foreign, state, and local examinations.

During the first quarter of 2026, there were no material changes in unrecognized tax benefits.

During the first six months of 2026, there were no material changes in unrecognized tax benefits.

(5) Operating Leases

5 unchanged sentences

Debt obligations and letters of credit outstanding at the end of each period consisted of the following:

Average Interest Rate at March 31, 2026

Average Interest Rate at June 30, 2026

Debt Outstanding

Date March 31,

Date June 30,

2026 December 31,

Unsecured revolving credit facility 4.68 % September 28, 2027 $ — —

Unsecured revolving credit facility 4.62 % June 18, 2031 $ 20.0 —

Senior unsecured promissory notes payable, Series E 2.72 % May 15, 2027 50.0 50.0

6 unchanged sentences

Unsecured Revolving Credit Facility

We have an $ 835.0 committed unsecured revolving credit facility (the Credit Facility) with an uncommitted accordion option to increase the aggregate revolving commitment by an additional $ 365.0 for a total of $ 1,200.0 .

On June 18, 2026, we entered into a Second Amended and Restated Credit Agreement (as amended and restated, the Credit Agreement) with Wells Fargo Bank, National Association, as administrative agent for the lenders party thereto, which amended and restated our existing unsecured revolving Amended and Restated Credit Agreement dated September 28, 2022, as amended.

The Credit Agreement was amended and restated to, among other things:

(i) renew the aggregate revolving credit commitment under the Credit Agreement, increasing the uncommitted accordion option amount (as further described below), (ii) extend the revolving credit maturity date to June 18, 2031, (iii) modify the financial covenants to (x) remove the consolidated EBITDA covenant and (y) add an interest coverage ratio covenant with which we are required to comply, (iv) modify the pricing applicable to the commitment fee and borrowings under the Credit Agreement with an applicable margin based on our consolidated total leverage ratio, and (v) make certain other covenant and event of default changes.

Under the Credit Agreement, we have an $ 835.0 committed unsecured revolving credit facility (the Credit Facility) with an uncommitted accordion option to increase the aggregate revolving commitment by an additional $ 500.0 for a possible total commitment amount, if the uncommitted accordion option is fully exercised, of $ 1,335.0 .

The Credit Facility includes a committed letter of credit subfacility of $ 55.0 .

2 unchanged sentences

The Credit Facility contains certain financial and other covenants, and our right to borrow under the Credit Facility is conditioned upon, among other things, our compliance with these covenants.

We are currently in compliance with these covenants.

Borrowings under the Credit Facility generally bear interest at a rate per annum equal to Daily Simple SOFR plus a 0.10 % spread adjustment plus 0.95 %.

We pay a commitment fee for the unused portion of the Credit Facility.

This fee is either 0.10 % or 0.125 % per annum based on our use of the Credit Facility.

We were in compliance with these covenants as of June 30, 2026.

FASTENAL COMPANY

1 unchanged sentence

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2026 and 2025

June 30, 2026 and 2025

Borrowings under the Credit Facility generally bear interest at a rate per annum equal to Daily Simple SOFR or Term SOFR (at our election) plus an applicable margin that fluctuates between 1.00 % and 1.375 % based on our consolidated total leverage ratio as of the end of each of our fiscal quarters, with an applicable margin of 1.00 % applying to any outstanding borrowings under the Credit Facility as of June 30, 2026.

We pay a commitment fee for the unused portion of the Credit Facility, which fluctuates between 0.10 % and 0.175 % per annum based on our consolidated total leverage ratio as of the end of each of our fiscal quarters, with a 0.10 % commitment fee applicable to the unused portion of the Credit Facility as of June 30, 2026.

Senior Unsecured Promissory Notes Payable

We have issued senior unsecured promissory notes under our master note agreement (the Master Note Agreement) in the aggregate principal amount of $ 125.0 as of March 31, 2026.

Our aggregate borrowing capacity under the Master Note Agreement is $ 900.0 ;

On June 18, 2026, we amended our existing Master Note Agreement dated July 20, 2016 (as amended, the Master Note Agreement), with Metropolitan Life Insurance Company, NYL Investors LLC, and PGIM, Inc.

and certain other purchasers under the Master Note Agreement.

The Master Note Agreement was amended to, among other things:

(i) reduce the aggregate principal amount of notes that may be outstanding from time to time under the Master Note Agreement from an aggregate principal amount of up to $ 900.0 to $ 600.0 , (ii) release PGIM, Inc.

as a purchaser and investor group representative under the Master Note Agreement, (iii) extend the issuance period to June 18, 2031, (iv) modify the financial covenants to (x) remove the consolidated EBITDA covenant and (y) add an interest coverage ratio covenant with which we are required to comply, and (v) make certain covenant and event of default changes.

We have issued senior unsecured promissory notes under the Master Note Agreement in the aggregate principal amount of $ 100.0 as of June 30, 2026.

The principal amount of notes that may be outstanding under the Master Note Agreement is $ 600.0 ;

however, none of the institutional investors party to that agreement are committed to purchase notes thereunder.

1 unchanged sentence

The notes currently issued under our Master Note Agreement, including the maturity date and fixed interest rate per annum of each series of note, are contained in the table above.

The Master Note Agreement contains certain financial and other covenants and we are currently in compliance with these covenants.

The Master Note Agreement contains certain financial and other covenants and we were in compliance with these covenants as of June 30, 2026.

(7) Segment Reporting

1 unchanged sentence

Discrete financial information is available at the geographic region level through our internal Return on Asset (ROA) reporting.

The ROA reporting is ultimately a selling location income statement with an ROA calculation and the results are compiled by geographic region.

The ROA reporting is a selling location income statement with an ROA calculation and the results are compiled by geographic region.

ROA pre-tax profit measures financial performance and drives compensation programs.

8 unchanged sentences

Therefore, we report the results of our one reportable segment (U.S.) below.

Further details on our significant accounting policies can be found in Note 1 of our most recently filed annual report on Form 10-K, which are applied company wide.

Further details on our significant accounting policies can be found in Note 1 of our most recently filed annual report on Form 10-K, which are applied companywide.

Our segment measure of profit or loss is ROA pre-tax profit and our measure of assets is ROA assets.

ROA pre-tax profit is not a financial measure calculated in accordance with GAAP and excludes inter-company transactions.

The following table presents reportable segment net sales from external customers for the periods ended March 31:

Three-month Period

The following table presents reportable segment net sales from external customers for the periods ended June 30:

Six-month Period Three-month Period

2026 2025 2026 2025

net sales from external customers $ 3,786.1 3,362.2 $ 1,969.8 1,732.8

The following table presents a reconciliation of reportable segment ROA pre-tax profit to consolidated income before income taxes for the periods ended March 31:

Three-month Period

FASTENAL COMPANY

Notes to Condensed Consolidated Financial Statements

(Amounts in millions except share and per share information and where otherwise noted)

June 30, 2026 and 2025

The following table presents a reconciliation of reportable segment ROA pre-tax profit to consolidated income before income taxes for the periods ended June 30:

Six-month Period Three-month Period

2026 2025 2026 2025

ROA pre-tax profit $ 814.9 719.7 $ 431.0 379.3

Other operating segment pre-tax profit (1)

135.5 110.1 71.1 57.3

Income before income taxes $ 950.4 829.8 $ 502.1 436.6

(1) Other operating segment pre-tax profit includes ROA pre-tax profit for all other operating segments that are below the reportable segment quantitative threshold and immaterial allocations excluded from ROA pre-tax profit.

FASTENAL COMPANY

Notes to Condensed Consolidated Financial Statements

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2026 and 2025

The following table presents reportable segment ROA assets for the periods ended:

5 unchanged sentences

Interest revenue and interest expense included in the ROA pre-tax profit are not material.

The following table presents reportable segment ROA pre-tax profit depreciation and amortization expense for the periods ended March 31:

Three-month Period

The following table presents reportable segment ROA pre-tax profit depreciation and amortization expense for the periods ended June 30:

Six-month Period Three-month Period

2026 2025 2026 2025

ROA pre-tax profit depreciation and amortization expense $ 84.2 80.8 $ 42.3 40.5

1 unchanged sentence

The nature of our potential exposure to legal contingencies is described in our 2025 annual report on Form 10-K in Note 11 of the Notes to Consolidated Financial Statements.

As of March 31, 2026, there were no litigation matters that we consider to be probable or reasonably possible to have a material adverse impact on our Condensed Consolidated Financial Statements.

As of June 30, 2026, there were no litigation matters that we consider to be probable or reasonably possible to have a material adverse impact on our Condensed Consolidated Financial Statements.

(9) Subsequent Events

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements