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Get filing alertsFastenal renews $835M credit facility to 2031, eases covenants, expands accordion to up to $500M
Filed June 23, 2026 · Period ending June 18, 2026 · ~1 min read
Key Changes
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Renewed $835M revolving credit facility with maturity extended to June 2031 (plus two optional one-year extensions); increased uncommitted accordion from $365M to up to $500M for potential total capacity of $1.335B.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Removed consolidated EBITDA covenant; replaced with 3.00x minimum interest coverage and 3.00x maximum leverage (stepping to 3.50x for four quarters post-acquisition over $750M). Deleted negative covenants on dispositions, investments, and restrictive agreements.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Amended Master Note Agreement to reduce shelf capacity from up to $900M to $600M, extended issuance period to June 2031, and aligned covenants with credit facility terms.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Filing also reports creation of a direct financial obligation under the amended agreements.
Item 2.03 — Creation of a Direct Financial Obligation verify on EDGAR →
Summary
Fastenal renewed and expanded its unsecured revolving credit facility, extending the $835 million commitment to June 2031 with two optional one-year extensions and increasing the accordion feature to up to $500 million (from $365 million), bringing potential total capacity to $1.335 billion.
The company simultaneously amended its Master Note Agreement, reducing the private placement shelf from up to $900 million to $600 million while extending the issuance period to match the credit facility maturity.
Both agreements now carry harmonized financial covenants: the prior EBITDA test was removed in favor of a 3.00x minimum interest coverage ratio and 3.00x maximum leverage ratio, with a temporary step-up to 3.50x leverage for four quarters following acquisitions over $750 million. Negative covenants restricting dispositions, investments, and restrictive agreements were deleted, and cross-default thresholds were raised. For retail holders, this refinancing provides Fastenal with enhanced financial flexibility and positions the company to pursue larger acquisitions while maintaining ample liquidity. The covenant relaxation—particularly the removal of the EBITDA test and deletion of restrictive negative covenants—signals the lenders' confidence in Fastenal's credit profile and gives management greater operational latitude. The increased accordion and acquisition-friendly leverage step-up suggest the company may be contemplating strategic M&A. The reduction in the note shelf capacity is a rightsizing move that reflects the expanded bank facility and does not constrain near-term financing options.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · verify on EDGAR →
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.
The company also filed this under Item 2.03, which means it is reporting the arrangement as a direct financial obligation. The Item 2.03 text refers back to the Item 1.01 entry for the terms rather than restating them.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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.
The Master Note Agreement covenants were aligned with the credit facility: the EBITDA covenant was removed, interest coverage and leverage ratio tests match the credit facility (3.00x minimums, with acquisition step-up provisions), and negative covenants on investments and restrictive agreements were deleted. This harmonizes debt documentation and provides consistent operational flexibility across all borrowing sources.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 21, 2026 · How we verify