Skip to content
Filings

Fastenal FAST Form 10-Q filing Q2 FY2026

Filed
Jul 16, 2026, 2:50 PM EDT
Fiscal quarter
Q2 FY2026
Calendar quarter
Q2 2026
Accession
0000815556-26-000041

PART I โ€” FINANCIAL INFORMATION

ITEM 1 โ€” FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets

Amounts in millions except share and per share information ยท Unaudited

View SEC source
AssetsJune 30,2026December 31,2025
Current assets:
Cash and cash equivalents
Trade accounts receivable, net of allowance for credit losses of and , respectively
Inventories
Prepaid income taxes
Other current assets
Total current assets
Property and equipment, net
Operating lease right-of-use assets
Other assets
Total assets
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of debt
Accounts payable
Accrued expenses
Current portion of operating lease liabilities
Income taxes payable
Total current liabilities
Long-term debt
Operating lease liabilities
Deferred income taxes
Other long-term liabilities
Commitments and contingencies (Notes 3, 5, 6, and 8)
Stockholders' equity:
Preferred stock: par value, shares authorized, shares issued or outstanding
Common stock: par value, shares authorized, and shares issued and outstanding, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss()()
Total stockholders' equity
Total liabilities and stockholders' equity

See accompanying Notes to Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Income

Amounts in millions except income per share ยท Unaudited

View SEC source
Line itemSix Months Ended June 30, 2026Six Months Ended June 30, 2025Three Months Ended June 30, 2026Three Months Ended June 30, 2025
Net sales
Cost of sales
Gross profit
Selling, general, and administrative expenses
Operating income
Interest income
Interest expense()()()()
Income before income taxes
Income tax expense
Net income
Basic net income per share
Diluted net income per share
Basic weighted average shares outstanding
Diluted weighted average shares outstanding

See accompanying Notes to Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Comprehensive Income

Amounts in millions ยท Unaudited

View SEC source
Line itemSix Months Ended June 30, 2026Six Months Ended June 30, 2025Three Months Ended June 30, 2026Three Months Ended June 30, 2025
Net income
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments()()
Comprehensive income

See accompanying Notes to Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Stockholders' Equity

Amounts in millions except per share information ยท Unaudited

View SEC source
Line itemSix Months Ended June 30, 2026Six Months Ended June 30, 2025Three Months Ended June 30, 2026Three Months Ended June 30, 2025
Common stock
Balance at beginning of period$11.511.5$11.511.5
Purchases of common stock0.0โ€”0.0โ€”
Stock options exercised0.00.00.00.0
Balance at end of period11.511.511.511.5
Additional paid-in capital
Balance at beginning of period115.582.8105.396.1
Purchases of common stock(50.3)โ€”(30.0)โ€”
Stock options exercised10.417.32.86.1
Stock-based compensation5.24.12.62.0
Balance at end of period80.7104.280.7104.2
Retained earnings
Balance at beginning of period3,867.73,613.53,931.93,665.5
Net income722.6628.9382.8330.3
Cash dividends paid(550.9)(499.1)(275.4)(252.5)
Balance at end of period4,039.43,743.34,039.43,743.3
Accumulated other comprehensive loss
Balance at beginning of period(51.1)(91.5)(59.2)(82.7)
Other comprehensive (loss) income(11.7)39.9(3.5)31.1
Balance at end of period(62.7)(51.6)(62.7)(51.6)
Total stockholders' equity
Cash dividends paid per share of common stock$0.4800.435$0.2400.220

See accompanying Notes to Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Cash Flows

Amounts in millions ยท Unaudited

View SEC source
Line itemSix Months Ended June 30, 2026Six Months Ended June 30, 2025Three Months Ended June 30, 2026Three Months Ended June 30, 2025
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment
Loss (gain) on sale of property and equipment()()()
Bad debt expense
Deferred income taxes()
Stock-based compensation
Amortization of intangible assets
Changes in operating assets and liabilities:
Trade accounts receivable, net()()()()
Inventories()()()
Other current assets()
Accounts payable()
Accrued expenses
Income taxes()()
Other()()()
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment()()()()
Proceeds from sale of property and equipment
Other()()()()
Net cash used in investing activities()()()()
Cash flows from financing activities:
Proceeds from debt obligations
Payments against debt obligations()()()()
Proceeds from exercise of stock options
Purchases of common stock()()
Cash dividends paid()()()()
Net cash used in financing activities()()()()
Effect of exchange rate changes on cash and cash equivalents()
Net (decrease) increase in cash and cash equivalents()()()
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental information:
Cash paid for interest
Net cash paid for income taxes
Leased assets obtained in exchange for new operating lease liabilities

See accompanying Notes to Condensed Consolidated Financial Statements.

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

(Unaudited)

(1) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Fastenal Company and subsidiaries (the 'Company,' 'Fastenal,' 'we,' 'our,' or 'us') have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information. They do not include all information and footnotes required by U.S. GAAP for a complete set of financial statements. However, except as described herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in our consolidated financial statements as of and for the year ended December 31, 2025. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement have been included. 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.

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Disaggregation of Income Statement Expenses (DISE), which specifies new disclosure requirements, including the composition of certain income statement expense line items (such as purchases of inventory, employee compensation, and 'other expenses') and a separate disclosure for selling expenses. This change is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, however, early adoption is permitted. We are currently evaluating the impact that the adoption of ASU 2024-03 will have on our consolidated financial statements and disclosures and anticipate adoption in 2027.

(2) Revenue

Revenue Recognition

Net sales include products and shipping and handling charges, net of estimates for product returns and any related sales incentives. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products. All revenue is recognized when or as we satisfy our performance obligations under the contract. We recognize revenue by transferring control of the promised products to the customer, which primarily occurs when products are delivered or picked up by the customer. We recognize revenue for shipping and handling charges at the time the products are delivered to or picked up by the customer. We estimate product returns based on historical return rates and lag. Using probability assessments, we estimate sales incentives expected to be paid over the term of the contract. The majority of our contracts have a single performance obligation and are short-term in nature. Sales taxes and value-added taxes in foreign jurisdictions that are collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales.

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

(Unaudited)

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 June 30:

Line itemSix-month Period2026Six-month Period2025Three-month Period2026Three-month Period2025
United States
% of revenues82.5%83.2%82.5%83.3%
Canada and Mexico
% of revenues%%%%
All other foreign countries
% of revenues%%%%
Total revenues

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

Line itemSix-month Period2026Six-month Period2025Three-month Period2026Three-month Period2025
Manufacturing76.1%76.1%75.9%75.9%
Non-residential construction8.2%8.0%8.2%8.1%
Other15.7%15.9%15.9%16.0%
100.0%100.0%100.0%100.0%

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

TypeIntroducedSix-month Period2026Six-month Period2025Three-month Period2026Three-month Period2025
Fasteners (1)1967%%%%
Tools1993%%%%
Cutting tools1996%%%%
Hydraulics & pneumatics1996%%%%
Material handling1996%%%%
Janitorial supplies1996%%%%
Electrical supplies1997%%%%
Welding supplies1997%%%%
Safety supplies1999%%%%
Other%%%%
100.0%100.0%100.0%100.0%

(1) The fastener product line represents fasteners and miscellaneous supplies.

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

(Unaudited)

(3) Stockholders' Equity

Dividends

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:

Line item20262025
First quarter$0.240$0.215
Second quarter0.2400.220
Third quarter0.2600.220
Fourth quarter0.220
Total$0.740$0.875

Stock Options

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.

Grant DateOptions GrantedOption Exercise PriceClosing Stock Price on Grant DateJune 30, 2026Options OutstandingJune 30, 2026Options Exercisable
January 2, 20261,508,081$41.00$40.4401,475,168169,011
January 2, 20251,366,636$36.00$35.5551,229,344277,746
January 2, 20241,629,824$32.00$31.7751,334,186497,610
January 3, 20232,143,886$24.00$23.7001,463,710736,066
January 3, 20221,426,876$31.00$30.990883,885607,739
January 4, 20211,483,020$24.00$23.825771,959654,947
January 2, 20201,804,526$19.00$18.615736,101633,169
January 2, 20192,633,848$13.00$12.853598,386527,798
January 2, 20182,175,872$13.75$13.635279,483279,483
January 3, 20173,059,156$11.75$11.738101,463101,463
Total

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

(Unaudited)

Grant DateRisk-free Interest RateExpected Lifeof Option in YearsExpected Dividend YieldExpected Stock VolatilityEstimated Fair Value of Stock Option
January 2, 20263.7%5.002.2%23.79%$8.52
January 2, 20254.3%5.002.2%27.36%$8.86
January 2, 20243.8%5.002.2%28.44%$7.94
January 3, 20234.0%5.002.6%29.58%$5.81
January 3, 20221.3%5.001.7%28.52%$6.84
January 4, 20210.4%5.002.0%29.17%$4.79
January 2, 20201.7%5.002.4%25.70%$3.41
January 2, 20192.5%5.002.9%23.96%$2.20
January 2, 20182.2%5.002.3%23.45%$2.51
January 3, 20171.9%5.002.6%24.49%$2.10

All of the options in the tables above vest and become exercisable over a period of up to eight years. Each option will terminate approximately 10 years after the grant date.

The fair value of each share-based option is estimated on the grant date using a Black-Scholes valuation method that uses the assumptions listed above. The risk-free interest rate is based on the United States (U.S.) Treasury rate over the expected life of the option at the time of grant. The expected life is the average length of time over which we expect the employee groups will exercise their options, net of cancellations, which is based on historical experience with similar grants. The dividend yield is estimated over the expected life of the option based on our current dividend payout, historical dividends paid, and expected future cash dividends. Expected stock volatility is based on the movement of our stock price over the most recent historical period equivalent to the expected life of the option.

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 six-month periods ended June 30, 2026 and 2025 was and , respectively, and for the second quarter of 2026 and 2025 was and , respectively. Unrecognized stock-based compensation expense related to outstanding unvested stock options as of June 30, 2026 was 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.

Net Income Per Share

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:

ReconciliationSix-month Period2026Six-month Period2025Three-month Period2026Three-month Period2025
Basic weighted average shares outstanding
Weighted shares assumed upon exercise of stock options
Diluted weighted average shares outstanding
Summary of Anti-dilutive Options ExcludedSix-month Period2026Six-month Period2025Three-month Period2026Three-month Period2025
Options to purchase shares of common stock
Weighted average exercise prices of options$41.0035.70$41.0036.00

Any dilutive impact summarized above related to periods when the average market price of our stock exceeded the exercise price of the potentially dilutive stock options then outstanding.

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

(Unaudited)

(4) Income Taxes

We file income tax returns in the U.S. federal jurisdiction, all states, and various local and foreign jurisdictions. We are no longer subject to income tax examinations by taxing authorities for taxable years before 2022 in the case of U.S. federal examinations, and with limited exceptions, before 2020 in the case of foreign, state, and local examinations. During the first six months of 2026, there were material changes in unrecognized tax benefits.

(5) Operating Leases

Certain operating leases for pick-up trucks contain residual value guarantee provisions which would generally become due at the expiration of the operating lease agreement if the fair value of the leased vehicles is less than the guaranteed residual value. The aggregate residual value guarantee related to these leases was approximately . We believe the likelihood of funding the guarantee obligation under any provision of the operating lease agreements is remote.

(6) Debt Commitments

Credit Facility, Notes Payable, and Commitments

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

Line itemAverage Interest Rate at June 30, 2026Maturity DateDebt OutstandingJune 30,2026Debt OutstandingDecember 31,2025
Unsecured revolving credit facility4.62%June 18, 2031$20.0โ€”
Senior unsecured promissory notes payable, Series E2.72%May 15, 202750.050.0
Senior unsecured promissory notes payable, Series G2.13%June 24, 2026โ€”25.0
Senior unsecured promissory notes payable, Series H2.50%June 24, 203050.050.0
Total
Less: Current portion of debt()()
Long-term debt
Outstanding letters of credit under unsecured revolving credit facility - contingent obligation$0.229.7

Unsecured Revolving Credit Facility

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. During the first quarter of 2026, we replaced the majority of the related letter of credit contingent obligation with a surety bond arrangement, which would only be utilized in the event of our nonโ€‘performance under the related insurance obligations. Any borrowings outstanding under the Credit Facility for which we have the ability and intent to pay using cash within the next 12 months will be classified as a current liability. 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 were in compliance with these covenants as of June 30, 2026.

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

(Unaudited)

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

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. There is no amortization of these notes prior to their maturity date and interest is payable quarterly. 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 were in compliance with these covenants as of June 30, 2026.

(7) Segment Reporting

Each geographic region (U.S., Canada, Mexico, Central & South America, Europe, Asia, and SE Asia) is engaged in business activities for which it may earn sales and incur expenses. Discrete financial information is available at the geographic region level through our internal Return on Asset (ROA) reporting. 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.

Our Chief Operating Decision Maker (CODM) is a group consisting of our Chief Executive Officer and President/Chief Sales Officer. We consider each geographic region to be an operating segment. The CODM regularly reviews ROA pre-tax profit to make decisions about the allocation of resources at the geographic region level. Operating segment significant expense categories and amounts are not regularly reviewed by or provided to our CODM. Segment expenses represent the difference between net sales and ROA pre-tax profit and consist of cost of sales and selling, general, and administrative (SG&A) expenses. However, our CODM reviews consolidated expense information to manage the operations of the business.

Considering our operating segments outside of the U.S. individually represent less than 10% of our total operating segment net sales, ROA pre-tax profit, and ROA assets, we do not consider them reportable segments. Therefore, we report the results of our 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 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 June 30:

Line itemSix-month Period2026Six-month Period2025Three-month Period2026Three-month Period2025
U.S. net sales from external customers

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

(Unaudited)

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:

Line itemSix-month Period2026Six-month Period2025Three-month Period2026Three-month Period2025
U.S. ROA pre-tax profit
Other operating segment pre-tax profit (1)
Income before income taxes

(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.

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

Line itemJune 30,2026December 31,2025
U.S. ROA assets (1)

(1) Operating segment ROA assets primarily include accounts receivable, inventory, selling location vehicles, and exclude certain centrally managed assets.

Other Segment Disclosures

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 June 30:

Line itemSix-month Period2026Six-month Period2025Three-month Period2026Three-month Period2025
U.S. ROA pre-tax profit depreciation and amortization expense

(8) Legal Contingencies

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 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

We evaluated all subsequent event activity and concluded that no subsequent events have occurred that would require recognition in the Condensed Consolidated Financial Statements or disclosure in the Notes to Condensed Consolidated Financial Statements, with the exception of the dividend declaration disclosed in Note 3 'Stockholders' Equity'.

ITEM 2 โ€” MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of certain significant factors which have affected our financial position and operating results during the periods included in the accompanying condensed consolidated financial statements and should be read in conjunction with those condensed consolidated financial statements. Dollar amounts are stated in millions except for share and per share amounts and where otherwise noted. 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. References to daily sales rate (DSR) change may reflect either growth (positive) or contraction (negative) for the applicable period.

Business

Fastenal is a global leader in the wholesale distribution of industrial and construction supplies. We distribute these supplies through a network of approximately 1,600 branch locations. Our largest end market is manufacturing. Sales to these customers include products for both direct materials, where our products are consumed in the final products of our customers, and indirect materials, where our products are consumed to support the facilities and ongoing operations of our customers. We also service general and commercial contractors in non-residential end markets as well as farmers, truckers, railroads, oil exploration companies, oil production and refinement companies, mining companies, federal, state, and local government entities, schools, warehouse and storage, data centers, and certain retail trades. Geographically, our selling locations and customers are primarily located in North America, though we continue to grow our non-North American presence as well.

Our motto is Growth Through Customer Serviceยฎ and our tagline is Where Industry Meets Innovationโ„ข. We are a customer- and growth-centric organization focused on identifying unique technologies, capabilities, and supply chain solutions that get us closer to our customers and reduce the total cost of their global supply chain. We believe this close-to-the-customer, 'high-touch, high-tech' partnership approach is differentiated in the marketplace and allows us to gain market share in what remains a fragmented industrial distribution market.

The global economy continues to experience elevated levels of volatility and uncertainty, including within the commodity, labor, and transportation markets, driven by a combination of geopolitical developments and macroeconomic factors. Recent imposition of new and expanded tariffs have further contributed to disruptions in global capital markets and global supply chains. These developments may impact our operations, financial condition, and results of operations. We are actively monitoring economic conditions in the U.S. and internationally, including evolving trade policies, changes in interest rates, foreign currency exchange rate fluctuations, inflationary pressures, and the risk of a global or regional economic recession.

In response to these factors, we have implemented various strategies designed to mitigate certain adverse effects of changing inflationary conditions and supply chain challenges, while continuing to maintain market price competitiveness and price/cost neutrality. Historically, our broad and diverse customer base combined with our ability to innovate with our customers have provided a degree of resilience during periods of economic contraction in the industrial market. However, the ultimate impact of ongoing macroeconomic conditions, including recent tariff-related developments, remains uncertain and cannot be predicted at this time.

On February 20, 2026, the United States Supreme Court issued a decision invalidating the broad-based tariffs imposed under the International Emergency Economic Powers Act (IEEPA). As a result, the United States Court of International Trade ordered the United States Customs and Border Protection to process refunds for tariffs collected under IEEPA. Because we are not the importer of record for most products we sell, our direct exposure to potential tariff refunds is limited. During the second quarter of 2026, we submitted claims for refunds of IEEPA tariffs previously paid on imports for which we were the importer of record. Refunds received through June 30, 2026 were not material. The ultimate availability, timing, and the amount of any additional refunds remain uncertain and subject to regulatory, legal, and administrative developments. Accordingly, as of June 30, 2026, we have not recorded a receivable related to such tariff refunds due to the aforementioned uncertainty; however, we may recognize additional benefits in future periods.

Following the Supreme Court's ruling on IEEPA tariffs, the United States Executive Branch introduced tariffs under a different statutory authority. Significant uncertainty remains regarding the scope and duration of current and potential tariffs. We continue to monitor and evaluate these developments and assess their potential impact on our business, financial condition, and results of operations.

Executive Overview

The following table presents a performance summary of our results of operations for the six- and three-month periods ended June 30, 2026 and 2025.

Line itemSix-month Period2026Six-month Period2025Six-month PeriodChangeThree-month Period2026Three-month Period2025Three-month PeriodChange
Net sales$4,588.64,039.713.6%$2,386.92,080.314.7%
Business days1271276464
Daily sales$36.131.813.6%$37.332.514.7%
Gross profit$2,046.61,826.712.0%$1,063.6942.812.8%
% of net sales44.6%45.2%44.6%45.3%
SG&A expenses$1,097.2996.710.1%$561.8506.710.9%
% of net sales23.9%24.7%23.5%24.4%
Operating income$949.4830.014.4%$501.8436.115.1%
% of net sales20.7%20.5%21.0%21.0%
Income before income taxes$950.4829.814.5%$502.1436.615.0%
% of net sales20.7%20.5%21.0%21.0%
Net income$722.6628.914.9%$382.8330.315.9%
Diluted net income per share$0.630.5514.8%$0.330.2915.9%
Note โ€“ Daily sales are defined as the total net sales for the period divided by the number of business days (in the U.S.) in the period.

During the last twelve months, we increased our total full-time equivalent (FTE; based on 40 hours per week) employee headcount by 423. Our total FTE selling personnel increased by 136 to support growth and sales initiatives. We increased our distribution and transportation FTE personnel by 98 to support increased product throughput at our distribution facilities. We increased our remaining FTE personnel by 189, which related primarily to personnel investments in supply chain support.

The table below summarizes our absolute and FTE employee headcount at the end of the periods presented and the percentage change compared to the end of the prior periods.

Line itemQ22026Q12026Change Since:Q12026Q42025Change Since:Q42025Q22025Change Since:Q22025
Selling personnel - absolute employee headcount17,34017,2350.6%17,1661.0%17,1920.9%
Selling personnel - FTE employee headcount15,79615,4502.2%15,4392.3%15,6600.9%
Total personnel - absolute employee headcount24,79524,6750.5%24,4891.2%24,3621.8%
Total personnel - FTE employee headcount22,23021,7632.1%21,6022.9%21,8071.9%

SECOND QUARTER OF 2026 VERSUS SECOND QUARTER OF 2025

Results of Operations

The following table sets forth condensed consolidated statements of income information (as a percentage of net sales) for the periods ended June 30:

Line itemThree-month Period2026Three-month Period2025
Net sales100.0%100.0%
Gross profit44.6%45.3%
SG&A expenses23.5%24.4%
Operating income21.0%21.0%
Net interest0.0%0.0%
Income before income taxes21.0%21.0%

Sales

The table below sets forth net sales and daily sales for the periods ended June 30, and changes in such sales from the prior period to the more recent period:

Line itemThree-month Period2026Three-month Period2025
Net sales$2,386.92,080.3
Percentage change14.7%8.6%
Business days6464
Daily sales$37.332.5
Percentage change14.7%8.6%
Daily sales impact of currency fluctuations0.1%0.1%

Net sales increased $306.6, or 14.7%, in the second quarter of 2026 when compared to the second quarter of 2025 (both periods had the same number of selling days). Sales performance reflects the contribution from improved customer contract signings since the first quarter of 2024, product pricing, and a modest improvement in industrial production in the first half of 2026. Foreign exchange rates contributed approximately 10 basis points to sales growth in both periods. The impact of product pricing on net sales in the second quarter of 2026 was an increase of approximately 290 basis points, compared to an increase of 140 to 170 basis points in the second quarter of 2025.

From a product portfolio standpoint, we classify our offerings into four primary categories: fasteners, safety supplies, cutting tools and other product lines. 'Other product lines' encompasses seven smaller product segments, including tools and janitorial supplies.

Beginning in the fourth quarter of 2025, we expanded our reporting to provide a more comprehensive view of direct (original equipment manufacturing/production) and indirect (maintenance, repair, and operations/facilities maintenance) business across product categories. Direct materials generally include products incorporated into finished goods or that directly support customers' production processes, while indirect materials support customers' facility operations, maintenance, and safety needs. During the second quarter of 2026, direct materials slightly outpaced indirect materials, reflecting greater contribution from fastener sales and continued strength with manufacturing customers.

The DSR change when compared to the same period in the prior year and the percent of sales in the period were as follows:

Line itemDSR Change Three-month Period2026DSR Change Three-month Period2025% of Sales Three-month Period2026% of Sales Three-month Period2025
Direct fasteners/hardware16.8%8.7%21.0%20.7%
Direct cutting tools and abrasives14.8%8.0%5.2%5.2%
Direct non-fasteners/hardware16.7%11.9%13.0%12.8%
Total direct materials16.5%9.7%39.2%38.7%
Indirect fasteners/hardware14.6%6.2%9.7%9.7%
Indirect safety13.1%10.5%21.0%21.4%
Indirect non-fasteners/hardware and non-safety14.6%8.0%30.1%30.2%
Total indirect materials14.1%8.6%60.8%61.3%

From an end market standpoint, we have four categories: heavy manufacturing, other manufacturing, non-residential construction, and other, the latter of which includes reseller, government/education, transportation, warehousing and storage, and data centers. Our manufacturing end market growth was mainly due to the relative strength we are experiencing with key account customers with significant managed spend, where our service model and technology are particularly impactful. The non-residential construction end market experienced continued growth for the fifth time in fifteen consecutive quarters. Other end market sales were favorably impacted by growth with transportation and warehousing customers.

The DSR change when compared to the same period in the prior year and the percent of sales in the period were as follows:

Line itemDSR Change Three-month Period2026DSR Change Three-month Period2025% of Sales Three-month Period2026% of Sales Three-month Period2025
Heavy manufacturing18.1%7.5%44.1%42.9%
Other manufacturing10.8%11.5%31.8%33.0%
Total manufacturing14.9%9.2%75.9%75.9%
Non-residential construction17.0%3.0%8.2%8.1%
Other end markets14.1%8.7%15.9%16.0%
Total non-manufacturing15.1%6.7%24.1%24.1%

From a customer standpoint, we have two categories: 1) contracts, which include national multi-site, local and regional, and government customers with significant revenue potential, and 2) non-contracts. Sales with our contract customers continue to outperform as we realize incremental sales from implementing customer signings that we have achieved since the first quarter of 2024. Non-contract customers tend to be smaller and utilize fewer of our tools and capabilities, providing fewer avenues for share gains and therefore more closely reflect overall business trends.

The DSR change when compared to the same period in the prior year and the percent of sales in the period were as follows:

Line itemDSR Change Three-month Period2026DSR Change Three-month Period2025% of Sales Three-month Period2026% of Sales Three-month Period2025
Contract sales17.6%11.0%75.8%73.2%
Non-contract sales7.3%2.6%24.2%26.8%

Supplemental Data

Customer Sites and Sales Segmentation

We engage customers in the local market by delivering services and solutions within or near the customer's business (Sites). Sites represent distinct customer locations where we maintain inventory tailored to local demand, supported by our regional distribution networks. Our strategy prioritizes customer Sites with monthly sales potential of $50,000 or more. Segmentation by spend level provides insight into the scale and potential of customer relationships served through our network. The following table summarizes average customer Site counts by monthly spend band and related sales metrics.

Line itemThree-month Period2026Sites () (1) (2)Three-month Period2026SalesThree-month Period2026Mo. Sales per Site (3)Three-month Period2025Sites () (1) (2)Three-month Period2025SalesThree-month Period2025Mo. Sales per Site (3)
Manufacturing
$50k+/Mo. (4)2,568$1,155.0$149,9222,250$937.5$138,889
$10k+/Mo.9,3381,607.557,3828,8271,373.651,871
$5k+/Mo.13,7351,701.641,29613,2831,469.536,874
Other sales (5)27,27599.71,21829,855105.91,182
Total manufacturing41,010$1,801.3$14,64143,138$1,575.4$12,152
Non-manufacturing
$50k+/Mo. (4)557$226.2$135,368433$156.6$120,554
$10k+/Mo.3,527408.138,5693,141320.434,002
$5k+/Mo.6,409469.324,4086,063382.121,007
Other sales (5)45,864116.484652,239122.8784
Total non-manufacturing52,273$585.6$3,73458,302$504.9$2,822
Total
$50k+/Mo. (4)3,125$1,381.2$147,3282,683$1,094.1$135,930
$10k+/Mo.12,8652,015.652,22411,9681,694.047,181
$5k+/Mo.20,1442,170.935,92319,3461,851.631,902
Other sales (5)73,139216.098482,094228.7929
Grand total93,283$2,386.9$8,529101,440$2,080.3$6,790

(1) Sites represent the number of customer locations served by our network. Individual customers with multiple locations will have multiple customer Sites.

(2) Sites numbers reflect the monthly average of active Site counts.

(3) Monthly sales per Site totals are not rounded to the millions and represent the exact dollar amount.

(4)$50k+ Sites are disclosed as a representation of Onsite-like customers and are also a subset of $10k+ and $5k+ Sites.

(5) Other sales represent sales to Sites under $5k+ per month and sales that are not tied to a specific Site. This includes certain service fees, cash sales, direct ship sales, etc.

Digital Technology

FMI Technology comprises our FASTStockโ„  (scanned stocking locations), FASTBinยฎ (infrared, RFID, scaled bins, and FASTBinยฎ - Click), and FASTVendยฎ (vending devices) offerings. FASTStock's fulfillment processing technology is not embedded, is relatively less expensive to deploy and highly flexible in application, and is delivered using our proprietary mobility technology. FASTBin and FASTVend incorporate highly efficient and powerful embedded data tracking and fulfillment processing technologies. The first statistic below is a weighted FMIยฎ measure, which combines the signings and installations of FASTBin and FASTVend in a standardized machine equivalent unit (MEU) based on the expected output of each type of device. We do not include FASTStock in this measurement because scanned stocking locations can take many forms, such as bins, shelves, cabinets, pallets, etc., that cannot be converted into a standardized MEU.

We signed 6,993 weighted FASTBin and FASTVend devices in the second quarter of 2026. Our goal for weighted FASTBin and FASTVend device signings in 2026 is between 27,000 and 29,000 MEUs (our previous goal was between 28,000 and 30,000 MEUs).

The second statistic is sales through FMI Technology, which combines the sales through FASTStock, FASTBin, and FASTVend. A portion of the growth in sales experienced by FMI, particularly FASTStock and FASTBin, reflects the migration of products from less efficient non-digital stocking locations to more efficient, digital stocking locations.

The table below summarizes signings and installations of our FMI devices and sales through our FMI devices, eBusiness (1) tools, and Digital Footprint (2).

Line itemThree-month Period2026Three-month Period2025Three-month PeriodDSRChange (3)
Weighted FASTBin/FASTVend signings (MEUs)6,9936,4588.3%
Signings per day109101
Weighted FASTBin/FASTVend installations (MEUs; end of period)140,789132,1746.5%
FASTStock sales$299.6263.213.8%
% of sales12.4%12.5%
FASTBin/FASTVend sales$781.4665.317.4%
% of sales32.3%31.6%
FMI sales$1,081.0928.516.4%
FMI daily sales$16.914.5
% of sales44.6%44.1%
eBusiness sales$711.9631.912.6%
% of sales29.4%30.0%
Less: eBusiness and FMI sales overlap$299.9275.78.7%
% of sales12.4%13.1%
Digital Footprint sales$1,492.91,284.716.2%
% of sales61.6%61.0%

(1) Our eBusiness includes eProcurement activities, which are integrated transactions, including electronic data interchange (EDI), and eCommerce (transactional website sales).

(2) Digital Footprint is a combination of our sales through FMI (FASTStock, FASTBin, and FASTVend) plus that portion of our eBusiness sales that does not represent billings of FMI services.

(3) Weighted FASTBin/FASTVend signings and installations reflect the percent change compared to the same period in the prior year.

Gross Profit

Gross profit, as a percentage of net sales, decreased 75 basis points to 44.6% in the second quarter of 2026 from 45.3% in the second quarter of 2025, driven primarily by unfavorable net price/cost of approximately 40 basis points, and smaller headwinds from customer mix, transportation costs, and customer rebate activity. Customer mix continued to shift toward larger customers, consistent with our strategic focus. While these relationships typically carry lower gross margins, they generate higher absolute profit dollars and are accretive to operating margin through fixed-cost leverage, higher volumes, and operating efficiencies. Transportation costs were up modestly, driven by fuel inflation, while customer rebates increased slightly due largely to timing-related factors.

Our gross margin decreased 50 basis points in the first quarter of 2026 to 44.6% of net sales, from 45.1% in the first quarter of 2025. Gross margin was consistent from the first quarter of 2026 to second quarter of 2026.

SG&A Expenses

SG&A expenses, as a percentage of net sales, were 23.5% in the second quarter of 2026 versus 24.4% in the second quarter of 2025, an improvement of 80 basis points.

The approximate change as a percentage of net sales in employee-related, occupancy-related, and all other SG&A expenses compared to the same period in the preceding year, is outlined in the table below.

Line itemApproximate Percentage of Total SG&A ExpensesThree-month Period
2026
Employee-related expenses70% to 75%-70 bps
Occupancy-related expenses14% to 19%-40 bps
All other SG&A expenses10% to 15%30 bps

Employee-related expenses include: (1) payroll (which includes cash compensation, stock option expense, and profit sharing), (2) health care, (3) personnel development, and (4) social taxes.

In the second quarter of 2026, our employee-related expenses improved 70 basis points as a percentage of net sales when compared to the second quarter of 2025. Base pay leveraged due to increased labor productivity, while bonuses and commissions grew faster than sales as a result of improved business activity and financial performance versus the same period in the prior year.

The table below summarizes our FTE headcount at the end of the periods presented and the percentage change compared to the end of the prior periods:

Line itemQ22026Q12026Change Since:Q12026Q22025Change Since:Q22025
Selling personnel (1)15,79615,4502.2%15,6600.9%
Distribution/Transportation personnel3,1963,1252.3%3,0983.2%
Manufacturing personnel9951,001-0.6%9663.0%
Organizational support personnel (2)2,2432,1872.6%2,0837.7%
Total personnel22,23021,7632.1%21,8071.9%

(1) Of our Selling personnel, 80%-85% are attached to a specific location.

(2) Organizational support personnel consists of: (1) Sales Support personnel (37% to 42% of category), which includes sourcing, purchasing, supply chain, product development, etc.; (2) Information Technology (IT) personnel (34% to 39% of category); and (3) Administrative Support personnel (22% to 27% of category), which includes human resources, Fastenal School of Business, accounting and finance, senior management, etc.

Occupancy-related expenses include: (1) building rent and depreciation, (2) building utility costs, (3) equipment related to our selling and distribution locations, and (4) industrial vending equipment and bins utilized as part of FMI services (we consider this hardware to be a logical extension of our in-market operations and classify the depreciation and repair costs as occupancy expenses).

In the second quarter of 2026, our occupancy-related expenses improved 40 basis points as a percentage of net sales when compared to the second quarter of 2025, driven mainly by fixed cost leverage.

All other SG&A expenses include: (1) selling-related transportation, (2) IT expenses, (3) general corporate expenses, which consist of legal expenses, general insurance expenses, travel and marketing expenses, etc., and (4) sales of property and equipment.

Combined, all other SG&A expenses increased 30 basis points as a percentage of net sales in the second quarter of 2026 when compared to the second quarter of 2025. The increase was mainly driven by selling-related transportation and fuel costs and increased sales-related travel expense.

Operating Income

Operating income as a percentage of net sales was 21.0% in the second quarter of 2026, remaining consistent year-over-year as SG&A leverage fully offset gross margin pressure.

Net Interest

Net interest income was $0.2 in the second quarter of 2026, compared to net interest income of $0.5 in the second quarter of 2025, reflecting slightly lower cash investments and debt balances.

Income Taxes

We recorded income tax expense of $119.3 in the second quarter of 2026, or 23.8% of income before income taxes. Income tax expense was $106.3 in the second quarter of 2025, or 24.4% of income before income taxes. We believe our ongoing tax rate, absent any discrete tax items or broader changes to tax law, will be approximately 24.6%. Our tax rate in the second quarter of 2026 was below our expected ongoing rate due to return-to-provision adjustments recognized in the quarter and the tax benefits associated with the exercise of employee stock options during the period.

Net Income

Net income was $382.8 in the second quarter of 2026, an increase of 15.9% compared to the second quarter of 2025. Diluted net income per share was $0.33 compared to $0.29 in the second quarter of 2025.

Liquidity and Capital Resources

Cash flow activity was as follows for the periods ended June 30:

Line itemThree-month PeriodFive-Year Average (1)Three-month Period2026Three-month Period2025Three-month PeriodChange
Net cash provided by operating activities$265.7278.6-4.6%
% of net income79.6%69.4%84.4%
Net cash used in investing activities$62.564.4-3.0%
% of net income16.8%16.3%19.5%
Net cash used in financing activities$307.6216.442.2%

(1) Five-year average includes second quarter average for 2021 to 2025.

Net Cash Provided by Operating Activities

Net cash provided by operating activities decreased $12.9 in the second quarter of 2026 when compared to the second quarter of 2025. The decline as a percentage of net income compared to last year was primarily driven by a larger use of cash for accounts receivable, reflecting strong mid- and late-quarter sales growth, including a 20.5% year-over-year increase in June sales. This was partially offset by an increase in accounts payable associated with higher purchasing activity.

The dollar and percentage change in accounts receivable, net, inventories, and accounts payable as of June 30, 2026 when compared to June 30, 2025 were as follows:

Line itemJune 302026June 302025Twelve-month Dollar Change2026Twelve-month Percentage Change2026
Accounts receivable, net$1,557.41,324.2$233.217.6%
Inventories1,735.21,726.38.90.5%
Accounts payable399.8319.380.525.2%
Trade working capital, net$2,892.82,731.2$161.65.9%
Net sales in last three months$2,386.92,080.3$306.614.7%

The increase in our accounts receivable balance in the second quarter of 2026 was mainly attributable to sales growth, including relative growth with larger customers that tend to carry longer payment terms.

The slight increase in our inventory balance in the second quarter of 2026 reflects disciplined inventory management and optimization during the period.

The increase in our accounts payable balance in the second quarter of 2026 was mainly attributable to an increase in inventory spending to support growth later in the quarter.

Net Cash Used in Investing Activities

Net cash used in investing activities decreased $1.9 in the second quarter of 2026 when compared to the second quarter of 2025. Our investments were directed toward facility construction and upgrades, IT spend, and industrial vending equipment.

Our capital spending typically falls into five categories: (1) purchases related to FMI hardware, (2) purchases of property and equipment related to expansion of and enhancements to distribution centers, owned or leased branch properties, and other company facilities, (3) spending on software and hardware for our information processing systems, (4) the addition of fleet

vehicles, and (5) the addition of manufacturing equipment. Proceeds from the sales of property and equipment, typically for the planned disposition of pick-up trucks as well as distribution vehicles and trailers in the normal course of business, are netted against these purchases and additions. During the second quarter of 2026, our net capital expenditures (purchases of property and equipment, net of proceeds from sales of property and equipment) were $60.5 (2.5% of net sales) which was a slight decrease from $64.3 (3.1% of net sales) in the second quarter of 2025. Our five- and ten-year annual average as a percent of net sales was 2.5% and 3.1%, respectively.

Cash requirements for capital expenditures were satisfied from cash generated from operations, available cash and cash equivalents, our borrowing capacity, and the proceeds of disposals. For 2026, we continue to expect our net capital expenditures to be between $310.0 and $330.0, an increase from $230.6 in 2025. The expected growth on a year-over-year basis reflects three items. First, we expect increased spending to replace our Atlanta hub facility and improve our picking capacity and efficiency across our hub network. Second, we expect increased trucking spend. Third, we expect elevated IT spending as projects that were expected in 2025 experienced delays and are expected to continue throughout 2026.

Net Cash Used in Financing Activities

Net cash used in financing activities increased $91.3 in the second quarter of 2026 when compared to the second quarter of 2025. In the second quarter of 2026, we had lower average borrowings and a smaller proportion of those balances were part of a facility that was eligible for repayment. In contrast, during the second quarter of 2025, we had higher average borrowings outstanding and were using capital to reduce those balances. As a result, we allocated significantly less capital to debt reduction in the second quarter of 2026 relative to the second quarter of 2025.

During the second quarter of 2026, we returned $305.1, or 79.7% of net income, to our shareholders in the form of dividends ($275.4) and share repurchases ($29.7), compared to the second quarter of 2025 when we returned $252.5, or 76.4% of net income, in the form of dividends. Over the past five years, we have returned an average of 73.2% of net income to shareholders. During the second quarter of 2026, we purchased 650,000 shares of our common stock at an average price of approximately $45.72 per share. We did not purchase any shares of our common stock in the second quarter of 2025.

We have authority to purchase up to 11,325,000 shares of our common stock under the July 12, 2022 authorization. This authorization does not have an expiration date.

Our material cash requirements for known contractual obligations include capital expenditures, debt, and lease obligations, each of which are discussed in more detail earlier in this report in the Notes to Condensed Consolidated Financial Statements and in our 2025 annual report on Form 10-K. We believe that cash generated from operations, together with our available cash and cash equivalents and borrowing capacity under our Credit Facility, will be sufficient to meet our working capital, capital expenditure, debt service, dividend, and share repurchase requirements for the foreseeable future.

An overview of our cash dividends paid or declared in 2026 and 2025 is contained in Note 3 of the Notes to Condensed Consolidated Financial Statements.

SIX MONTHS ENDED JUNE 30, 2026 VERSUS SIX MONTHS ENDED JUNE 30, 2025

Results of Operations

The following table sets forth condensed consolidated statements of income information (as a percentage of net sales) for the periods ended June 30:

Line itemSix-month Period2026Six-month Period2025
Net sales100.0%100.0%
Gross profit44.6%45.2%
SG&A expenses23.9%24.7%
Operating income20.7%20.5%
Net interest0.0%0.0%
Income before income taxes20.7%20.5%

Sales

The table below sets forth net sales and daily sales for the periods ended June 30, and changes in such sales from the prior period to the more recent period:

Line itemSix-month Period2026Six-month Period2025
Net sales$4,588.64,039.7
Percentage change13.6%6.0%
Business days127127
Daily sales$36.131.8
Percentage change13.6%6.8%
Daily sales impact of currency fluctuations0.2%-0.2%

Net sales increased $548.9, or 13.6%, in the first six months of 2026 when compared to the first six months of 2025 (both periods had the same number of selling days). Sales performance reflects the contribution from improved customer contract signings since the first quarter of 2024, as well as a slight improvement in industrial production in the first six months of 2026. Foreign exchange rates positively affected sales in the first six months of 2026 by approximately 20 basis points as compared to negatively affecting sales in the first six months of 2025 by approximately 20 basis points. The impact of product pricing on net sales in the first six months of 2026 was an increase of approximately 320 basis points, compared to the first six months of 2025, which experienced an increase of 70 to 100 basis points.

From a product portfolio standpoint, we classify our offerings into four primary categories: fasteners, safety supplies, cutting tools and other product lines. 'Other product lines' encompasses seven smaller product segments, including tools and janitorial supplies.

Beginning in the fourth quarter of 2025, we expanded our reporting to provide a more comprehensive view of direct (original equipment manufacturing/production) and indirect (maintenance, repair, and operations/facilities maintenance) business across product categories. Direct materials generally include products incorporated into finished goods or that directly support customers' production processes, while indirect materials support customers' facility operations, maintenance, and safety needs. During the first six months of 2026, direct materials slightly outpaced indirect materials, reflecting greater contribution from fastener sales and continued strength with manufacturing customers.

The DSR change when compared to the same period in the prior year and the percent of sales in the period were as follows:

Line itemDSR Change Six-month Period2026DSR Change Six-month Period2025% of Sales Six-month Period2026% of Sales Six-month Period2025
Direct fasteners/hardware15.6%6.1%21.0%20.7%
Direct cutting tools and abrasives12.9%6.3%5.1%5.2%
Direct non-fasteners/hardware14.6%10.5%12.9%12.8%
Total direct materials14.9%7.6%39.0%38.7%
Indirect fasteners/hardware15.5%3.7%9.8%9.7%
Indirect safety11.7%7.1%20.9%21.3%
Indirect non-fasteners/hardware and non-safety13.7%8.7%30.2%30.3%
Total indirect materials13.3%7.1%61.0%61.3%

From an end market standpoint, we have four categories: heavy manufacturing, other manufacturing, non-residential construction, and other, the latter of which includes reseller, government/education, transportation, warehousing and storage, and data centers. Our heavy manufacturing end markets are outperforming primarily due to the relative strength we are experiencing with key account customers with significant managed spend where our service model and technology are particularly impactful. This disproportionately benefits manufacturing customers. Other end market sales are improving primarily as a result of strength with transportation, education and healthcare, and data center customers due to market share gains and product mix.

The DSR change when compared to the same period in the prior year and the percent of sales in the period were as follows:

Line itemDSR Change Six-month Period2026DSR Change Six-month Period2025% of Sales Six-month Period2026% of Sales Six-month Period2025
Heavy manufacturing16.2%6.2%44.0%43.1%
Other manufacturing10.4%10.6%32.0%33.0%
Total manufacturing13.7%8.0%76.1%76.1%
Non-residential construction17.1%-0.1%8.2%8.0%
Other end markets12.7%4.8%15.7%15.9%
Total non-manufacturing14.2%3.1%23.9%23.9%

From a customer standpoint, we have two categories: 1) contracts, which include national multi-site, local and regional, and government customers with significant revenue potential, and 2) non-contracts. Sales with our contract customers continue to outperform as we realize incremental sales from implementing customer signings that we have achieved since the first quarter of 2024. Non-contract customers tend to be smaller and utilize fewer of our tools and capabilities, providing fewer avenues for share gains and therefore more closely reflect overall business trends.

The DSR change when compared to the same period in the prior year and the percent of sales in the period were as follows:

Line itemDSR Change Six-month Period2026DSR Change Six-month Period2025% of Sales Six-month Period2026% of Sales Six-month Period2025
Contract sales16.2%9.8%75.6%73.1%
Non-contract sales7.0%-0.5%24.4%26.9%

We signed 13,943 weighted FASTBin and FASTVend devices in the first six months of 2026.

The table below summarizes signings and installations of our FMI devices and sales through our FMI devices, eBusiness(1) tools, and Digital Footprint(2).

Line itemSix-month Period2026Six-month Period2025Six-month PeriodDSRChange (3)
Weighted FASTBin/FASTVend signings (MEUs)13,94312,8758.3%
Signings per day110101
Weighted FASTBin/FASTVend installations (MEUs; end of period)140,789132,1746.5%
FASTStock sales$579.4502.315.4%
% of sales12.5%12.3%
FASTBin/FASTVend sales$1,503.01,285.216.9%
% of sales32.3%31.4%
FMI sales$2,082.41,787.516.5%
FMI daily sales$16.414.1
% of sales44.7%43.7%
eBusiness sales$1,360.61,239.69.8%
% of sales29.2%30.3%
Less: eBusiness and FMI sales overlap$578.3534.58.2%
% of sales12.4%13.1%
Digital Footprint sales$2,864.72,492.614.9%
% of sales61.6%61.0%

(1) Our eBusiness includes eProcurement activities, which are integrated transactions, including electronic data interchange (EDI), and eCommerce (transactional website sales).

(2) Digital Footprint is a combination of our sales through FMI (FASTStock, FASTBin, and FASTVend) plus that portion of our eBusiness sales that does not represent billings of FMI services.

(3) Weighted FASTBin/FASTVend signings and installations reflect the percent change compared to the same period in the prior year.

Gross Profit

Our gross profit, as a percentage of net sales, decreased to 44.6% in the first six months of 2026 from 45.2% in the first six months of 2025, driven primarily by unfavorable net price/cost of approximately 45 basis points, and headwinds from customer mix, transportation costs and certain customer rebates. Customer mix continued to shift toward larger customers, consistent with our strategic focus. While these relationships typically carry lower gross margins, they generate higher absolute profit dollars and are accretive to operating margin through fixed-cost leverage, higher volumes, and operating efficiencies. Transportation costs were up modestly, driven by fuel inflation, while customer rebates increased slightly due largely to timing-related factors. Our fastener expansion project benefits provided a partial offset, mitigating a portion of underlying gross margin pressure; these benefits largely anniversary early in the second quarter of 2026.

SG&A Expenses

Our SG&A expenses, as a percentage of net sales, were 23.9% in the first six months of 2026, down from 24.7% in the first six months of 2025. Efforts to control growth in operating expenses in the first six months of 2026 produced a 10.1% expansion of total SG&A expenses in the period. Growth in net sales was above growth in SG&A expenses, resulting in our leveraging of costs in the first six months of 2026.

The approximate change as a percentage of net sales in employee-related, occupancy-related, and all other SG&A expenses compared to the same period in the preceding year, is outlined in the table below.

Line itemApproximate Percentage of Total SG&A ExpensesSix-month Period
2026
Employee-related expenses70% to 75%-40 bps
Occupancy-related expenses14% to 19%-30 bps
All other SG&A expenses10% to 15%0 bps

In the first six months of 2026, our employee-related expenses improved 40 basis points when compared to the first six months of 2025. Bonus and commission expense grew faster than the increase in net sales, as a result of improved sales and profit growth versus the prior year period. This was offset by leverage we experienced in employee base pay due to higher average FTE and average wages during the period growing less than sales.

The table below summarizes our FTE headcount at the end of the periods presented and the percentage change compared to the end of the prior period:

Line itemQ22026Q42025Change Since:Q42025
Selling personnel (1)15,79615,4392.3%
Distribution/Transportation personnel3,1963,0564.6%
Manufacturing personnel9959583.9%
Organizational support personnel (2)2,2432,1494.4%
Total personnel22,23021,6022.9%

(1) Of our Selling personnel, 80%-85% are attached to a specific location.

(2) Organizational support personnel consists of: (1) Sales Support personnel (37% to 42% of category), which includes sourcing, purchasing, supply chain, product development, etc.; (2) IT personnel (34% to 39% of category); and (3) Administrative Support personnel (22% to 27% of category), which includes human resources, Fastenal School of Business, accounting and finance, senior management, etc.

In the first six months of 2026, our occupancy-related expenses improved 30 basis points when compared to the first six months of 2025, driven mainly by fixed cost leverage.

Combined, all other SG&A expenses were flat in the first six months of 2026 when compared to the first six months of 2025. This was mainly driven by higher selling-related transportation and higher fuel costs which were mostly offset by increases in joint marketing efforts with our suppliers.

Operating Income

Operating income, as a percentage of net sales, increased to 20.7% in the first six months of 2026 from 20.5% in the first six months of 2025.

Net Interest

We had slightly lower interest income in the first six months of 2026 and lower interest expense in the first six months of 2026. The decrease in interest income relative to interest expense resulted in net interest income of $1.0 in the first six months of 2026, compared to net interest expense of $0.2 in the first six months of 2025.

Income Taxes

We recorded income tax expense of $227.8 in the first six months of 2026, or 24.0% of income before income taxes. Income tax expense was $200.9 in the first six months of 2025, or 24.2% of income before income taxes. Our tax rate in the first six months of 2026 was below our expected ongoing tax rate due to return-to-provision adjustments processed in the second quarter

and the tax benefits associated with the exercise of stock options during the first six months of 2026. We believe our ongoing tax rate, absent any discrete tax items or broader changes to tax law, will be approximately 24.6%.

Net Income

Net income was $722.6, an increase of 14.9% compared to the first six months of 2025. Our diluted net income per share was $0.63 in the first six months of 2026, compared to $0.55 in the first six months of 2025.

Liquidity and Capital Resources

Cash flow activity was as follows for the periods ended June 30:

Line itemSix-month PeriodFive-Year Average (1)Six-month Period2026Six-month Period2025Six-month PeriodChange
Net cash provided by operating activities$644.1540.819.1%
% of net income94.1%89.1%86.0%
Net cash used in investing activities$120.2118.31.6%
% of net income15.6%16.6%18.8%
Net cash used in financing activities$595.9451.831.9%

(1) Five-year average includes 2021 to 2025.

Net Cash Provided by Operating Activities

Net cash provided by operating activities increased $103.3 in the first six months of 2026 when compared to the first six months of 2025. The increase in operating cash flow, as a percent of net income, primarily reflects improved working capital leverage associated with inventory.

Net Cash Used in Investing Activities

Net cash used in investing activities increased $1.9 in the first six months of 2026 when compared to the first six months of 2025.

During the first six months of 2026, our net capital expenditures were $118.2, which was a slight increase from $118.1 in the first six months of 2025. This primarily related to an increase in spending on facility construction and upgrades, industrial vending equipment, IT, and trucking.

Net Cash Used in Financing Activities

Net cash used in financing activities increased $144.1 in the first six months of 2026 when compared to the first six months of 2025. This was primarily due to reducing our net indebtedness less in the first six months of 2026 than we did in the first six months of 2025. This was more than offset by an increase in capital returned to shareholders through dividends and share repurchase in the period.

During the first six months of 2026, we returned $600.7, or 83.1% of net income, to our shareholders in the form of dividends ($550.9) and purchases of our common stock ($49.8). During the first six months of 2025, we returned $499.1, or 79.3% of net income, to our shareholders, all in the form of dividends. During the first six months of 2026, we purchased 1,075,000 shares of our common stock at an average price of $46.33 per share. During the first six months of 2025, we did not purchase any shares of our common stock. Over the past five years, we have returned an average of 73.3% of net income to shareholders.

Critical Accounting Policies and Estimates โ€“ A discussion of our critical accounting policies and estimates is contained in our 2025 annual report on Form 10-K. There have been no material changes from the critical accounting policies and estimates disclosed in our annual report on Form 10-K.

Recently Issued and Adopted Accounting Pronouncements โ€“ A description of recently issued and adopted accounting pronouncements, if any, is contained in Note 1 of the Notes to Condensed Consolidated Financial Statements.

ITEM 3 โ€” QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks from changes in tariffs and import shipping costs, commodity steel prices, commodity energy prices, foreign currency exchange rates, and interest rates. Changes in these factors cause fluctuations in our income and cash flows. We evaluate and manage exposure to these market risks as follows:

Tariffs and import shipping costs โ€“ We import a significant quantity of our products from foreign suppliers, primarily from Asia. These imports are both direct, where we procure directly from a foreign producer, and indirect, where we purchase from a domestic supplier that produces or supplies the product we purchase from foreign locations. The current U.S. presidential administration has implemented tariffs on imports from a number of countries which have increased the cost of our products. Additionally, we incur costs related to shipping charges, duties, harbor fees, and sundry other expenses involved in the movement of product for sale in North America and our other global locations. These costs are embedded in our product values and significant fluctuations can affect our product gross profit. Fluctuations in the cost of tariffs and overseas shipping containers can be affected by the length of our supply chain, contractually agreed upon rates, or differences in rates between routes. We endeavor to offset these impacts in our business by appropriately considering them in our pricing and operational models. We estimate the effect on our net income related to tariffs and import shipping costs was immaterial in the first six months of 2026; however, our tariff exposure and import shipping costs may become more impactful in subsequent quarters as our lower tariff inventory is depleted and replaced with inventory that is subject to new and expanded tariffs.

Commodity steel prices โ€“ We buy and sell various types of steel products; these products consist primarily of different types of fasteners and related hardware. We are exposed to the impacts of commodity steel pricing and our related ability to pass through the impacts to our end customers. During the first six months of 2026, the price of steel as reflected in many market indexes most relevant to our business was higher than the prior year period. Due to our long supply chain, changes in the cost of steel can take a number of quarters to be reflected in our financial results. Further, the cost of the raw material is generally a smaller part of the total value of the steel products that we sell, which can also diminish the impact of cost changes for the raw material. We estimate the effect on our net income related to commodity steel prices was immaterial in the first six months of 2026.

Commodity energy prices โ€“ We have market risk for changes in prices of oil, gasoline, diesel fuel, natural gas, and electricity, largely due to our consumption of fuel in our vehicles and utility costs at our facilities. As reflected in many market indexes, energy prices during the first six months of 2026 were above the prior year period. Total direct fuel consumption is a relatively smaller cost to us and, as a result, we estimate the effect on our net income related to commodity energy prices was immaterial in the first six months of 2026.

Fossil fuels are also often a key feedstock for chemicals and plastics that comprise a key raw material for many products that we sell. During the first six months of 2026, prices for fossil fuels were above the prior year period. The cost of the raw material is generally a smaller part of the total value of the products that we sell, which can diminish the impact of cost changes for the raw material. As a result, we estimate the effect on our net income related to materials for which fossil fuels are a feedstock was immaterial in the first six months of 2026.

Foreign currency exchange rates โ€“ Foreign currency fluctuations can affect our operations in countries other than the U.S., and/or the value of income and assets denominated in foreign currencies. Our primary currency exposures are the Canadian dollar and the Mexican peso against the U.S. dollar, reflecting the scale of those operations relative to the size of our business. Changes in foreign currency rates have not historically had a material effect on our results due to certain jurisdictions conducting some portion of their transactions in U.S. dollars and our foreign operations typically having sales and expenses denominated in the applicable local currency. As a result, we have not historically hedged our foreign currency risk. The dollar strengthened in the first six months of 2026 relative to other foreign currencies in which we operate. However, the effect of these changes in foreign currencies to our net income was immaterial in the first six months of 2026.

Interest rates - Loans under our Credit Facility bear interest at floating rates. As a result, changes in such rates can affect our operating results and liquidity to the extent we do not have effective interest rate swap arrangements in place. Our debt levels are relatively small; therefore, we have not historically used interest rate swap arrangements to hedge the variable interest rates under our Credit Facility. A one percentage point increase to our floating rate debt in the first six months of 2026 would have resulted in approximately $0.5 of additional interest expense. A description of our Credit Facility is contained in Note 6 of the Notes to Condensed Consolidated Financial Statements.

ITEM 4 โ€” CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures โ€“ As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Securities Exchange Act)). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective as of June 30, 2026. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting โ€“ There have been no changes in internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II โ€” OTHER INFORMATION

ITEM 1 โ€” LEGAL PROCEEDINGS

A description of our legal proceedings, if any, is contained in Note 8 of the Notes to Condensed Consolidated Financial Statements. The description of legal proceedings, if any, in Note 8 is incorporated herein by reference.

ITEM 1A โ€” RISK FACTORS

There have been no material changes from the risk factors described in Part I, Item 1A, Risk Factors of our most recently filed annual report on Form 10-K.

ITEM 2 โ€” UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The table below sets forth information regarding purchases of our common stock during the second quarter of 2026:

PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchasedas Part of Publicly Announced Plansor Programs (1)Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (1)
April 1-30, 2026650,000$45.72650,00011,325,000
May 1-31, 20260$0.00011,325,000
June 1-30, 20260$0.00011,325,000
Total650,000$45.72650,00011,325,000

(1) As of June 30, 2026, we had remaining authority to repurchase 11,325,000 shares of our common stock under the July 12, 2022 authorization, which originally authorized the repurchase of up to 16,000,000 shares. This authorization does not have an expiration date.

ITEM 5 โ€” 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.

ITEM 6 โ€” 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 Stockholdersโ€™ 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.