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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, 2025
FASTENAL COMPANY
(Exact name of registrant as specified in its charter)
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| 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)
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| 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:
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| 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).
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 8.01 Other Events.
On April 23, 2025, Fastenal Company (the 'Company') announced that its board of directors approved a two-for-one stock split of the Company's outstanding common stock to be effected through an amendment to the Company's Restated Articles of Incorporation (the 'Amendment'). The Amendment will also effect a proportionate increase in the number of shares of authorized common stock.
Holders of record of the Company's common stock at the close of business on May 5, 2025 will receive one additional share of common stock for every share of common stock they own. The stock split will take effect at the close of business on May 21, 2025, and trading is expected to begin on a split-adjusted basis on or about May 22, 2025.
A copy of the press release discussing these announcements is filed as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
INDEX TO EXHIBITS
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Exhibit
Number | | Description of Document |
| | |
| 99.1 | | |
| | |
| 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 23, 2025 | By: | /s/ SHERYL A. LISOWSKI |
| (Date) | | Sheryl A. Lisowski Executive Vice President - Interim Chief Financial Officer, Chief Accounting Officer, and Treasurer |
EXHIBIT 99.1
Fastenal Company Announces Two-For-One Stock Split
WINONA, Minn., April 23, 2025 (BUSINESS WIRE) - Fastenal Company (Nasdaq:FAST) ('Fastenal', the 'Company', 'we', 'our', or 'us') announced today that its board of directors approved a two-for-one stock split of the Company's outstanding common stock to be effected through an amendment to the Company's Restated Articles of Incorporation (the 'Amendment'). The Amendment will also effect a proportionate increase in the number of shares of authorized common stock.
Holders of record of the Company's common stock at the close of business on May 5, 2025 will receive one additional share of common stock for every share of common stock they own. The stock split will take effect at the close of business on May 21, 2025, and trading is expected to begin on a split-adjusted basis on or about May 22, 2025.
About Fastenal
With more than 3,500 in-market locations spanning 25 countries, Fastenal supplies a broad offering of fasteners, safety products, metal cutting products, and other industrial supplies to customers engaged in manufacturing, construction, warehousing, wholesale, and state and local government. By investing in local experts and inventory, customer-facing technology, wide-ranging services, and best-in-class sourcing and logistics, we offer a unique combination of capabilities to help our customers reduce cost, risk, and scalability constraints in their global supply chains. This "high-touch, high-tech" approach is reflected in our tagline, Where Industry Meets Innovation™.
FAST-G
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| CONTACT: | Dray Schreiber |
| Financial Reporting & Regulatory Compliance Manager |
| 507.313.7324 |
