Fastenal Company
06/23/2026 | Press release | Distributed by Public on 06/23/2026 14:06
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
On June 18, 2026, Fastenal Company (the "Company") 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 (the "Administrative Agent") and the lenders party thereto, which amended and restated in full its existing unsecured revolving Amended and Restated Credit Agreement dated September 28, 2022, as amended, among the Company, the Administrative Agent and the lenders party thereto. The Credit Agreement was amended and restated to, among other things: (i) renew its revolving credit commitment under the Credit Agreement in the aggregate amount of $835,000,000 (with the existing uncommitted accordion option increased from $365,000,000 to an aggregate amount up to $500,000,000 for a possible total commitment amount if the accordion option is fully exercised of $1,335,000,000), (ii) extend the revolving credit maturity date of the revolving credit facility established under the Credit Agreement to June 18, 2031 (with two one-year extension options subject to certain conditions set forth in the Credit Agreement), (iii) modify the financial covenants to (x) remove the consolidated EBITDA covenant and (y) require the Company and its subsidiaries to comply, as of the last day of any fiscal quarter, with a minimum interest coverage ratio covenant of no less than 3.00 to 1.00 and a maximum consolidated total leverage ratio of no greater than 3.00 to 1.00 (with a step-up to 3.50 to 1.00 for the four fiscal quarters following the consummation of any qualified acquisition or series of related qualified acquisitions with consideration of at least $750 million), and (iv) make certain covenant and event of default changes, including deleting the negative covenants related to dispositions, investments and restrictive agreements and increasing the threshold amount relating to certain indebtedness and judgment cross-defaults. The foregoing description of the Credit Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of such Credit Agreement, a copy of which is filed herewith as Exhibit 10.1.
On June 18, 2026, the Company amended its existing Master Note Agreement dated July 20, 2016, as previously amended (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 (collectively, the "Purchasers"). 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 million to $600 million, (ii) release PGIM, Inc. as a purchaser and investor group representative under the Master Note Agreement, (iii) extend the issuance period during which the Company may issue at its discretion in a private placement, and the Purchasers may purchase at their discretion, senior promissory notes of the Company (collectively, the "Notes") to June 18, 2031, (iv) modify the financial covenants to (x) remove the consolidated EBITDA covenant and (y) require the Company and its subsidiaries to comply, as of the last day of any fiscal quarter, with a minimum interest coverage ratio covenant of no less than 3.00 to 1.00 and a maximum consolidated total leverage ratio of no greater than 3.00 to 1.00 (with a step-up to 3.50 to 1.00 for the four fiscal quarters following the consummation of any qualified acquisition or series of related qualified acquisitions), and (v) make certain covenant and event of default changes, including deleting the negative covenants related to investments and restrictive agreements and increasing the threshold amount relating to certain indebtedness and judgment cross-defaults. Except as amended as set forth in the amendment to the Master Note Agreement, all of the terms and conditions of the Master Note Agreement remain in full force and effect. The foregoing description of the amendment to the Master Note Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment, a copy of which is attached hereto as Exhibit 10.2.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The discussion under Item 1.01 is incorporated herein by reference.
Fastenal Company published this content on June 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 23, 2026 at 20:06 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]