8-K

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) November 20, 2023

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 7.01. Regulation FD Disclosure

On November 20, 2023, the Registrant issued a press release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

INDEX TO EXHIBITS

Exhibit Number	Description of Document
99.1	Press release dated November 20, 2023
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)
November 20, 2023	By:	/s/   SHERYL A. LISOWSKI
(Date)		Sheryl A. Lisowski Executive Vice President - Chief Accounting Officer and Treasurer

EX-99.1

EXHIBIT 99.1

Fastenal Company Announces Cash Dividend

WINONA, Minn., November 20, 2023 (BUSINESS WIRE) -- Fastenal Company (Nasdaq:FAST) reported its board of directors declared a special one-time dividend of $0.38 per share to be paid in cash on December 20, 2023 to shareholders of record at the close of business on December 6, 2023. Except for share and per share information, dollar amounts are stated in millions.

We began paying annual dividends in 1991, semi-annual dividends in 2003, and then expanded to quarterly dividends in 2011. In addition to these regular dividend payments, Fastenal has previously paid special one-time dividends in December 2008, December 2012, and December 2020. Our board of directors currently intends to continue paying quarterly dividends, though all future determination as to payment of dividends will depend upon the financial condition and results of operations of the company and such other factors as are deemed relevant by the board of directors, such as income tax rates related to dividends at that time.

In 2023, 2022, and 2021, we paid (or declared) dividends as follows:

Year	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Sub-Total (Regular)		Fourth Quarter (Special)		Total
2023	$	0.35	$	0.35	$	0.35	$	0.35	$	1.40	$	0.38	$	1.78
2022	$	0.31	$	0.31	$	0.31	$	0.31	$	1.24	$	0.00	$	1.24
2021	$	0.28	$	0.28	$	0.28	$	0.28	$	1.12	$	0.00	$	1.12

Dividend and common stock purchase activity during the last ten years:

																	Average Per
		Total			Dividends per Share							Total Value of			Total Number		Share Price of
	Dividend	Dividends			Regular			Special		Total		Common Stock			of Shares		Common Stock
Year	Payments	Paid			Dividend			Dividend		Dividend		Purchased			Purchased		Purchased
2023	Five (1) (2)		$	1,016.7		$	1.40	$	0.38	$	1.78		$	—		—		$	—
2022	Four		$	711.3		$	1.24	$	—	$	1.24		$	237.8		5,000,000		$	47.58
2021	Four		$	643.7		$	1.12	$	—	$	1.12		$	—		—		$	—
2020	Five (2)		$	803.4		$	1.00	$	0.40	$	1.40		$	52.0		1,600,000		$	32.54
2019	Four		$	498.6		$	0.87	$	—	$	0.87		$	—		—		$	—
2018	Four		$	441.9		$	0.77	$	—	$	0.77		$	103.0		4,000,000		$	25.75
2017	Four		$	369.1		$	0.64	$	—	$	0.64		$	82.6		3,800,000		$	21.72
2016	Four		$	346.6		$	0.60	$	—	$	0.60		$	59.5		3,200,000		$	18.58
2015	Four		$	327.1		$	0.56	$	—	$	0.56		$	293.0		14,200,000		$	20.63
2014	Four		$	296.6		$	0.50	$	—	$	0.50		$	52.9		2,400,000		$	22.06
Ten Year Total			$	5,455.0		$	8.70	$	0.78	$	9.48		$	880.8		34,200,000		$	25.75

(1)    The Total Dividends Paid amount includes the estimated impact from this announcement. The estimate is calculated using the 571.6 million shares outstanding at October 31, 2023.

(2)     There was a supplemental dividend paid in December 2020 and another that will be paid in December 2023.

All share and per share information reflects the two-for-one stock split in 2019.

About Fastenal

Fastenal provides a broad offering of industrial supplies, including fastener, safety, and metal cutting products, to manufacturing, construction, and state and local government customers through more than 3,400 in-market locations (branches and customer-specific Onsite locations) spanning 25 countries. With continual investment in tailored local inventory, dedicated local experts, and flexible FMI® (Fastenal Managed Inventory) and digital solutions, we help our business partners achieve product and process savings across the supply chain – a "high-touch, high-tech" approach encapsulated by our tagline, Where Industry Meets Innovation™. Our local service teams are supported by 16 regional distribution centers, a captive logistics fleet, multiple teams of industry specialists and support personnel, and robust sourcing, quality, and manufacturing resources, enabling us to grow by getting closer to customers and providing innovative and comprehensive solutions to customer supply chain challenges.

Additional information regarding Fastenal is available on the Fastenal Company website at www.fastenal.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that are not historical in nature and that are intended to be, and are hereby identified as, "forward looking statements" as defined in the Private Securities Litigation Reform Act of 1995, including a statement regarding expectations as to payment of a quarterly cash dividend in the foreseeable future. Any future determination as to payment of dividends will depend upon the financial condition and results of operations of the company and such other factors as are deemed relevant by the board of directors. For example, a change in business needs including working capital and funding for acquisitions, or a change in income tax law relating to dividends or stock repurchases, could cause the company to decide not to pay a dividend in the future or not to repurchase common stock pursuant to the existing share repurchase authorization. A discussion of other risks and uncertainties is included in the company's filings with the Securities and Exchange Commission, including our most recent annual report and subsequent quarterly reports. FAST-D

CONTACT:	Taylor Ranta Oborski
	Financial Reporting & Regulatory Compliance Manager
	507.313.7959

XML

Document and Entity Information	Nov. 20, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 20, 2023
Entity Registrant Name	FASTENAL CO
Entity Incorporation, State or Country Code	MN
Entity File Number	0-16125
Entity Tax Identification Number	41-0948415
Entity Address, Address Line One	2001 Theurer Boulevard
Entity Address, City or Town	Winona
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55987-1500
City Area Code	507
Local Phone Number	454-5374
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $.01 per share
Trading Symbol	FAST
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000815556
Amendment Flag	false