FASTENAL CO 8-K

What Happened Fastenal Company announced on June 18, 2026 that it entered into a Second Amended and Restated Credit Agreement (with Wells Fargo as Administrative Agent) and amended its Master Note Agreement with several institutional purchasers. The Credit Agreement renews and restates Fastenal’s unsecured revolving credit facility and the Master Note amendment revises the company’s private-note program. Both documents update maturity dates, borrowing capacity and financial covenants.

Key Details

• Revolving credit commitment renewed at $835,000,000 with an uncommitted accordion increased from $365,000,000 to $500,000,000 (total possible commitment if accordion fully exercised: $1,335,000,000). Revolving credit maturity extended to June 18, 2031, with two one‑year extension options.
• Financial covenant changes for both agreements: removal of the consolidated EBITDA covenant; new minimum interest coverage ratio of 3.00:1.00 and maximum consolidated total leverage ratio of 3.00:1.00 (step‑up to 3.50:1.00 for the four fiscal quarters following any qualified acquisition or related acquisitions with aggregate consideration of at least $750 million).
• Master Note Agreement amendments: maximum outstanding Notes reduced from $900,000,000 to $600,000,000; PGIM, Inc. released as purchaser and investor group representative; issuance period for private placements extended to June 18, 2031.
• Certain negative covenants and event‑of‑default thresholds were revised, including deletion of negative covenants related to dispositions, investments and restrictive agreements and increased thresholds for certain indebtedness and judgment cross‑defaults.

Why It Matters These amendments extend and secure Fastenal’s committed liquidity for the medium term (through 2031) and adjust borrowing flexibility through a larger accordion feature and clarified covenants. The new covenant metrics (interest coverage and leverage limits) replace an EBITDA covenant, defining how Fastenal’s ability to borrow will be measured going forward and allowing a temporary covenant relief (higher leverage) after a large acquisition. Reducing the Master Note capacity to $600 million and releasing a purchaser are changes to the company’s private‑note funding program that may affect how Fastenal taps private capital. For investors, the filing signals the company has proactively restructured its credit arrangements and covenants to support ongoing operations and potential strategic actions while maintaining significant available liquidity.