8-K
FASTENAL CO (FAST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 20, 2023
FASTENAL COMPANY
(Exact name of registrant as specified in its charter)
| Minnesota | 0-16125 | 41-0948415 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | 2001 Theurer Boulevard, Winona, Minnesota | 55987-1500 | |
| --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) | (507) 454-5374 | |||
| --- | |||||
| (Registrant's telephone number, including area code) |
Not Applicable
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
|---|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $.01 per share | FAST | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
| Emerging Growth Company | ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure
On November 20, 2023, the Registrant issued a press release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
INDEX TO EXHIBITS
| Exhibit<br>Number | Description of Document |
|---|---|
| 99.1 | Press release dated November 20, 2023 |
| 104 | The cover page from the Current Report on Form 8-K formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Fastenal Company | ||
|---|---|---|
| (Registrant) | ||
| November 20, 2023 | By: | /s/ SHERYL A. LISOWSKI |
| (Date) | Sheryl A. Lisowski<br><br>Executive Vice President - Chief Accounting Officer and Treasurer |
Document
EXHIBIT 99.1
Fastenal Company Announces Cash Dividend
WINONA, Minn., November 20, 2023 (BUSINESS WIRE) -- Fastenal Company (Nasdaq:FAST) reported its board of directors declared a special one-time dividend of $0.38 per share to be paid in cash on December 20, 2023 to shareholders of record at the close of business on December 6, 2023. Except for share and per share information, dollar amounts are stated in millions.
We began paying annual dividends in 1991, semi-annual dividends in 2003, and then expanded to quarterly dividends in 2011. In addition to these regular dividend payments, Fastenal has previously paid special one-time dividends in December 2008, December 2012, and December 2020. Our board of directors currently intends to continue paying quarterly dividends, though all future determination as to payment of dividends will depend upon the financial condition and results of operations of the company and such other factors as are deemed relevant by the board of directors, such as income tax rates related to dividends at that time.
In 2023, 2022, and 2021, we paid (or declared) dividends as follows:
| Year | First<br>Quarter | Second<br>Quarter | Third<br>Quarter | Fourth<br>Quarter | Sub-Total (Regular) | Fourth Quarter (Special) | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | $ | 0.35 | $ | 0.35 | $ | 0.35 | $ | 0.35 | $ | 1.40 | $ | 0.38 | $ | 1.78 |
| 2022 | $ | 0.31 | $ | 0.31 | $ | 0.31 | $ | 0.31 | $ | 1.24 | $ | 0.00 | $ | 1.24 |
| 2021 | $ | 0.28 | $ | 0.28 | $ | 0.28 | $ | 0.28 | $ | 1.12 | $ | 0.00 | $ | 1.12 |
Dividend and common stock purchase activity during the last ten years:
| Average Per | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Dividends per Share | Total Value of | Total Number | Share Price of | |||||||||||||||
| Dividend | Dividends | Regular | Special | Total | Common Stock | of Shares | Common Stock | ||||||||||||
| Year | Payments | Paid | Dividend | Dividend | Dividend | Purchased | Purchased | Purchased | |||||||||||
| 2023 | Five (1) (2) | $ | 1,016.7 | $ | 1.40 | $ | 0.38 | $ | 1.78 | $ | — | — | $ | — | |||||
| 2022 | Four | $ | 711.3 | $ | 1.24 | $ | — | $ | 1.24 | $ | 237.8 | 5,000,000 | $ | 47.58 | |||||
| 2021 | Four | $ | 643.7 | $ | 1.12 | $ | — | $ | 1.12 | $ | — | — | $ | — | |||||
| 2020 | Five (2) | $ | 803.4 | $ | 1.00 | $ | 0.40 | $ | 1.40 | $ | 52.0 | 1,600,000 | $ | 32.54 | |||||
| 2019 | Four | $ | 498.6 | $ | 0.87 | $ | — | $ | 0.87 | $ | — | — | $ | — | |||||
| 2018 | Four | $ | 441.9 | $ | 0.77 | $ | — | $ | 0.77 | $ | 103.0 | 4,000,000 | $ | 25.75 | |||||
| 2017 | Four | $ | 369.1 | $ | 0.64 | $ | — | $ | 0.64 | $ | 82.6 | 3,800,000 | $ | 21.72 | |||||
| 2016 | Four | $ | 346.6 | $ | 0.60 | $ | — | $ | 0.60 | $ | 59.5 | 3,200,000 | $ | 18.58 | |||||
| 2015 | Four | $ | 327.1 | $ | 0.56 | $ | — | $ | 0.56 | $ | 293.0 | 14,200,000 | $ | 20.63 | |||||
| 2014 | Four | $ | 296.6 | $ | 0.50 | $ | — | $ | 0.50 | $ | 52.9 | 2,400,000 | $ | 22.06 | |||||
| Ten Year Total | $ | 5,455.0 | $ | 8.70 | $ | 0.78 | $ | 9.48 | $ | 880.8 | 34,200,000 | $ | 25.75 |
(1) The Total Dividends Paid amount includes the estimated impact from this announcement. The estimate is calculated using the 571.6 million shares outstanding at October 31, 2023.
(2) There was a supplemental dividend paid in December 2020 and another that will be paid in December 2023.
All share and per share information reflects the two-for-one stock split in 2019.
About Fastenal
Fastenal provides a broad offering of industrial supplies, including fastener, safety, and metal cutting products, to manufacturing, construction, and state and local government customers through more than 3,400 in-market locations (branches and customer-specific Onsite locations) spanning 25 countries. With continual investment in tailored local inventory, dedicated local experts, and flexible FMI® (Fastenal Managed Inventory) and digital solutions, we help our business partners achieve product and process savings across the supply chain – a "high-touch, high-tech" approach encapsulated by our tagline, Where Industry Meets Innovation™. Our local service teams are supported by 16 regional distribution centers, a captive logistics fleet, multiple teams of industry specialists and support personnel, and robust sourcing, quality, and manufacturing resources, enabling us to grow by getting closer to customers and providing innovative and comprehensive solutions to customer supply chain challenges.
Additional information regarding Fastenal is available on the Fastenal Company website at www.fastenal.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that are not historical in nature and that are intended to be, and are hereby identified as, "forward looking statements" as defined in the Private Securities Litigation Reform Act of 1995, including a statement regarding expectations as to payment of a quarterly cash dividend in the foreseeable future. Any future determination as to payment of dividends will depend upon the financial condition and results of operations of the company and such other factors as are deemed relevant by the board of directors. For example, a change in business needs including working capital and funding for acquisitions, or a change in income tax law relating to dividends or stock repurchases, could cause the company to decide not to pay a dividend in the future or not to repurchase common stock pursuant to the existing share repurchase authorization. A discussion of other risks and uncertainties is included in the company's filings with the Securities and Exchange Commission, including our most recent annual report and subsequent quarterly reports. FAST-D
| CONTACT: | Taylor Ranta Oborski |
|---|---|
| Financial Reporting & Regulatory Compliance Manager | |
| 507.313.7959 |