{"url_path":"/sec/fast/8-k/2026-07-16/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/815556/0000815556-26-000043-index.html","accession_number":"0000815556-26-000043","cik":"0000815556","ticker":"FAST","issuer_name":"FASTENAL CO","edgar_url":"https://www.sec.gov/Archives/edgar/data/815556/0000815556-26-000043-index.html","primary_entity_key":"0000815556","primary_entity_name":"FASTENAL CO"},"word_count":434,"has_tables":true,"body_markdown":"Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAppointment of New Director\n\nAs previously reported, on December 19, 2025, the Board appointed Mr. Watts, Fastenal's President and Chief Sales Officer, as Fastenal's President and CEO, effective as of the CEO Transition Date.\n\nOn July 10, 2026, the Board elected Mr. Watts as a director of the Company to succeed Daniel L. Florness, effective as of the CEO Transition Date. Mr. Watts was elected to serve as a director until the Company's next annual meeting of shareholders or until his successor is duly elected and qualified. In connection with his director role, Mr. Watts will receive an annual cash retainer of $50,000 for his service as an employee director of the Company, such retainer to be prorated for the portion of the year during which Mr. Watts serves on the Board following the CEO Transition Date, and to be paid in accordance with the Company's standard director compensation practices.\n\nThere are no arrangements or understandings between Mr. Watts and any other person or persons pursuant to which he was selected as a director of the Company. There are no current or proposed transactions in which Mr. Watts, or any member of his immediate family, has an interest that is required to be disclosed under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.\n\nCompensatory Arrangements of New President and Chief Executive Officer\n\nOn July 9, 2026, the Compensation Committee approved a new compensation package for Mr. Watts associated with his promotion to President and CEO, effective as of the CEO Transition Date. Under his new compensation arrangement, Mr. Watts will receive:\n\n•an annual base salary of $650,000, prorated from the CEO Transition Date through the end of 2026;\n\n•target quarterly cash incentive awards of 1.75% of the amount by which Company-wide quarterly pre-tax income exceeds 100% of Company-wide pre-tax income for the same quarter of the previous year;\n\n•target supplemental quarterly cash incentive awards consistent with the ROA Assets Program approved by the Compensation Committee on November 21, 2025; and\n\n•no additional equity incentive awards will be granted to Mr. Watts in 2026, but he will be eligible for equity incentive awards commensurate with this position in 2027.\n\nSIGNATURE\n\nPursuant 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.\n\n  Fastenal Company\n\n(Registrant)\n\nJuly 16, 2026By:/s/   SHERYL A. LISOWSKI\n\n(Date)Sheryl A. Lisowski\nExecutive Vice President - Chief Accounting Officer and Treasurer"}