Item 5. Other Information
ITEM 5 — OTHER INFORMATION
None of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act) adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Securities Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fiscal quarter ended June 30, 2026.
30
Table of Contents
ITEM 6 — EXHIBITS
INDEX TO EXHIBITS
Exhibit Number Description of Document
3.1 Restated Articles of Incorporation of Fastenal Company, as amended (incorporated by reference to Exhibit 3.2 to Fastenal Company's Form 8-K dated as of April 24, 2025)
3.2 Restated By-Laws of Fastenal Company dated as of February 2, 2024 (incorporated by reference to Exhibit 3.2 to Fastenal Company's From 10-K for the fiscal year ended December 31, 2023)
10.1 Second Amended and Restated Credit Agreement, dated as of June 18, 2026, by and among Fastenal Company, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Fastenal Company's Form 8-K dated as of June 23, 2026) *
10.2 Withdrawal of Investor Group Representative and Omnibus Third Amendment to Master Note Agreement and Subsidiary Guaranty Agreement dated as of June 18, 2026 by and among Fastenal Company, Fastenal Company Purchasing, and Fastenal IP Company, on one hand, and Metropolitan Life Insurance Company, MetLife Investment Management, LLC, NYL Investors LLC, PGIM, Inc., and each holder of Notes that is a signatory thereto, on the other hand (incorporated by reference to Exhibit 10.2 to Fastenal Company's Form 8-K dated as of June 23, 2026)*
10.3 Fastenal Company Employee Restricted Stock Unit Plan (incorporated by reference to Exhibit 99.1 to Fastenal Company's Form S-8 dated as of July 16, 2026)
10.4 Fastenal Company Non-Employee and Director Stock and Restricted Stock Unit Plan (incorporated by reference to Exhibit 99.2 to Fastenal Company's Form S-8 dated as of July 16, 2026)
31 Certifications under Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32 Certification under Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101 The following information from the quarterly report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, (vi) Notes to Condensed Consolidated Financial Statements, and (vii) the information set forth in Part II, Item 5.
104 The cover page from the quarterly report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL.
* Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or similar attachment to the corresponding exhibit.
31
Table of Contents
SIGNATURES
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 thereunto duly authorized.
FASTENAL COMPANY
Date: July 16, 2026 By: /s/ Max H. Tunnicliff
Max H. Tunnicliff
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: July 16, 2026 By: /s/ Sheryl A. Lisowski
Sheryl A. Lisowski
Executive Vice President - Chief Accounting Officer and Treasurer
(Duly Authorized Officer and Principal Accounting Officer)
32
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.