Fastenal (FAST) 10-K risk factor changes: FY2024 vs FY2023

Interruptions in the proper functioning of information systems or the inability to maintain or upgrade our information systems, or convert to alternate systems in a timely and efficient manner, could disrupt operations, cause unanticipated increases in costs and/or decreases in [removed: revenues,] [added: sales,] and result in less efficient operations. The proper functioning of our information systems is critical to many aspects of our business and we could be adversely affected if we experience a disruption or data loss relating to our information systems and are unable to recover in a timely manner.

Our ability to process orders, maintain proper levels of inventories, collect accounts receivable, pay expenses, and maintain the security of [removed: company] [added: Fastenal] and customer data, as well as the success of our growth drivers, is dependent in varying degrees on the effective and timely operation and support of our information technology systems.

[removed: Cyber security] [added: Cybersecurity] incidents, or violations of data privacy laws and regulations, could cause us to experience certain operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings, or suffer damage to our reputation in the marketplace. The nature of our business requires us to receive, retain, and transmit certain personally identifying information that our customers provide to purchase products or services, register on our websites, or otherwise communicate and interact with us.

While we have taken and continue to undertake significant steps to protect our customer and confidential information, a compromise of our data security systems or those of businesses with which we interact [removed: with] could result in information related to our customers or business being obtained by unauthorized persons.

We develop and update processes and maintain systems in an effort to try to prevent such unauthorized access, and have established and maintained disclosure controls and procedures that would permit us to make accurate and timely disclosures of any material event, including any [removed: cyber security] [added: cybersecurity] event.

Consequently, despite our efforts, the possibility of [removed: cyber security] [added: cybersecurity] incidents cannot be eliminated entirely.

[added: There] can be no assurance that we will not experience a [removed: cyber security] [added: cybersecurity] incident that may materially impact our business.

[removed: New privacy] [added: Privacy] security laws and regulations, including the European Union General Data Protection Regulation 2016, the California Consumer Protection Act, and other similar privacy laws, pose increasingly complex compliance challenges, which may increase compliance costs, and any failure to comply with data privacy laws and regulations could result in significant penalties.

Whether and to what extent this adverse mix impact will result in a decline of our gross profit percentage in any given year [added: or period] will depend on the extent to which they are offset by positive impacts to gross profit percentage during such [removed: year.][added: year or period.]

There are other variables that could cause our gross profit percentage to decline, including downward pressure on sales prices due to deflation, increases in overseas freight charges, the inability of freight [removed: revenue] [added: sales] to leverage the expenses associated with our captive trucking fleet, pressure from customers to reduce costs, or increased competition.

We experienced a number of these variables in [removed: 2023.][added: 2024.]

The combination of these two events produced pressure on our product gross profit percentage in [removed: 2023] [added: 2024] from product and customer mix.

Our [removed: operating and administrative] [added: SG&A] expenses could grow more rapidly than net [removed: sales] [added: sales,] which could result in failure to achieve our goals related to leveraging [removed: revenue] [added: sales] growth into higher net [removed: earnings.] [added: income.] Over time, we have generally experienced an increase in our [removed: operating and administrative] [added: SG&A] expenses, including costs related to payroll, occupancy, freight, and information technology, among others, as our net sales have grown.

For instance, it is typical that when demand [added: slows or] declines, most commonly from cyclical or general market factors [removed: (though] [added: (although] it could be due to customer losses or some other company-specific event), our [removed: operating and administrative] [added: SG&A] expenses do not fall as quickly as net sales.

It is also possible that in the future we will elect to make investments in [removed: operating and administrative] [added: SG&A] expenses that would result in costs growing faster than net sales.

In addition, market variables, which include but are not exclusive of labor rates, energy costs, legal costs, and health care costs, could move in such a way as to cause us to not be able to manage our [removed: operating and administrative] [added: SG&A] expenses so as to leverage our [removed: revenue] [added: sales] growth into higher net [removed: earnings.][added: income.]

Failure to maintain an effective system of internal controls over business processes and/or financial reporting could materially impact our business and results. [removed: Company] [added: Fastenal's] management is responsible for establishing and maintaining effective internal controls designed to provide reasonable assurance regarding the achievement of objectives relating to operations, reporting, and compliance.

Our competitive advantage in FMI solutions, which includes industrial vending (FASTVend) and bin stock (FASTStock and FASTBin) [removed: tools] [added: tools,] could be eliminated and, in the case of FASTVend and FASTBin, the loss of key suppliers of equipment and services could be impactful and result in failure to deploy devices.

In addition, we currently [added: choose to] rely on a limited number of suppliers for our vending devices, RFID technology, and IR technology used in our FASTVend and FASTBin platforms.

In recent years, we have increased the resources devoted to developing a multi-dimensional, differentiated service offering, including our Digital Footprint (which incorporates our FMI and [removed: e-procurement] [added: eBusiness] capabilities), Onsites, national accounts, international capabilities, and process and consumption analytics.

Maintaining, promoting, and positioning our brand will depend largely on our ability to provide high quality products, deliver consistent services, and improve our [removed: customer's] [added: customers'] business operations.

Further, information on [removed: our company,] [added: Fastenal,] including our products and services, can be more easily accessed and more quickly disseminated through traditional and social media and digital channels.

Should we fail to deliver a positive customer experience or should our public image be tarnished by negative publicity, whether or not based in fact, it could jeopardize our reputation and discourage customers from purchasing our products and services, which in turn could adversely affect our ability to grow our [removed: revenues] [added: sales] and profitability.

We may not be successful in integrating acquisitions and achieving intended benefits and synergies. Historically, [removed: the vast majority] [added: substantially all] of our growth has been organic.

Acquisitions involve numerous risks and challenges, including, among others, a risk of potential loss of key employees of an acquired business, inability to achieve identified operating and financial synergies anticipated to result from an acquisition, diversion of our capital and our management's attention from other business issues, and risks related to the integration of the acquired [removed: business] [added: business,] including unanticipated changes in our business, our industry, or general economic conditions that affect the assumptions underlying the acquisition.

These fluctuations commonly reflect events, many of which may be fully or partially outside of our control, that may change [removed: investor's] [added: investors'] perception of our future [removed: earnings] [added: income] growth prospects, including changes in economic conditions, ability to execute business strategy, the impacts of public policy, investor sentiment, competitive dynamics, and many other factors.

[added: Volatility in our stock price could also result in the] filing of securities class action litigation, which could result in substantial costs and the diversion of our management's time, attention, and resources.

There can be no assurance that our stock price will continue to reflect the current multiple of [removed: earnings] [added: income] over time. Stock prices, including ours, are commonly thought to be a function of [removed: earnings] [added: income] compounded by a multiple.

This is often referred to as a price-to-earnings (P/E) ratio, although other forms of multiples are often utilized by investors to value [removed: our company's] [added: Fastenal] shares.

Historically, investors have given our [removed: earnings] [added: income] a higher multiple, or premium, than is typical of the broader industrial sector with which we are typically associated.

However, to the extent that we fail to successfully execute our growth strategies and/or poorly navigate the risks that surround our business, including those described throughout this section, or to the extent our industry (industrial distribution, or industrial stocks in general) loses favor in the marketplace, there can be no assurance that investors will continue to afford a premium multiple to our [removed: earnings] [added: income,] which could adversely affect our stock price.

- changes in the value of local currencies relative to our functional currency, the [removed: United States dollar,][added: U.S. dollar;]

- impact of higher sustained global temperatures [removed: (global warming);][added: (climate change);]

The primary variable affecting our results in [removed: 2023] [added: 2024] was a softening in manufacturing sector business conditions.

Our operating results and inventory levels could suffer if we are unable to promptly replace a supplier or shipper who is [added: unwilling or unable to satisfy our requirements with another supplier or shipper providing products and services of comparable quality and utility.]

We have made significant structural investments over time to be able to source both directly from Asia through our wholly-owned, Asia-based subsidiary, FASTCO Trading Co., [removed: Ltd.] [added: Ltd.,] and indirectly from suppliers that procure product from international sources.

[removed: In] addition, we move and source products within North America.

Any trading disruption (tariffs, product restrictions, etc.) between Canada, the [removed: United States,] [added: U.S.,] and Mexico, or disruption in their respective trading relationships with other nations can adversely impact our business.

We are exposed to foreign currency exchange rate risk, and changes in foreign exchange rates could increase the cost of purchasing products and impact our foreign sales. Given that we were founded and remain based in the [removed: United States] [added: U.S.] and that we are publicly traded in the [removed: United States,] [added: U.S.,] we report our results based on the [removed: United States] [added: U.S.] dollar.

Because the functional currency related to most of our [removed: non-United States] [added: non-U.S.] operations is the applicable local currency, we are exposed to foreign currency exchange rate risk arising from transactions in the normal course of business.

We experienced a number of these variables in 2024.

Specifically, a softer manufacturing economy and our continued investment in personnel to support Onsite growth caused our SG&A to grow faster than sales, resulting in pressure on our operating margin percentage.

In December 2024, our Chief Financial Officer disclosed his intention to resign from Fastenal effective April 16, 2025.

The process of filling this role is underway.

However, failure to develop, attract, and retain a suitable replacement may have an adverse effect on our senior leadership team and our existing operations.

We may be affected by global climate change or legal, tax, regulatory, or market responses to such change. The concern over climate change has led to legislative and regulatory initiatives aimed at reducing greenhouse gas emissions.

Compliance with any new or more stringent laws or requirements, or stricter interpretations of existing laws, could require additional expenditures by us or our suppliers.

In addition, many of the regulations that have been issued create mandatory, annual reporting requirements related to carbon emissions and other sustainability-related information that will ultimately be subject to audit.

If we are unable to respond to any new regulatory or market changes in a timely fashion or at all in a way that satisfies regulators and/or our suppliers and customers, it could directly or indirectly affect our business, supply chains, financial condition, results of operations, and cash flows.

Furthermore, climate change may present additional physical risks to our operations and lead to an increased frequency of unusual or extreme weather conditions, which could disrupt our supply chain or harm or disrupt our operations or those of our customers or suppliers.

On February 1, 2025, the White House issued three executive orders directing the U.S. to impose an increase of the duty on imports from Canada and Mexico and China and empowering the U.S. president to raise the tariffs further should any country retaliate.

On February 3, 2025, the prospective tariffs on Canada and Mexico were deferred for 30 days, though the execution of these tariff increases remain possible beyond the current short-term reprieve.

The 10% additional tariff on all imports from China went into effect, and on February 4, 2025 China retaliated with various levels of tariffs on certain products imported into that country from the U.S. We are closely monitoring these actions, which could have an adverse impact on our business and financial results.

While we have implemented policies and procedures designed to facilitate compliance

There

Should any of these scenarios, or a combination of them, occur in the future, it is possible that our operating and pre-tax profit margins could decline even if we are able to grow revenue.

Failure to implement an effective Environmental, Social, and Governance (ESG) strategy could result in financial losses or impair our corporate reputation.

Customers, suppliers, employees, community partners, shareholders, and regulatory agencies are increasingly scrutinizing our ESG disclosures and practices and factoring the social impact of our policies and practices into whether and how they engage with us.

Our ability to achieve any ESG objective is subject to numerous risks, many of which are outside of our control.

Examples of such risks include:

- the availability and cost of low- or non-carbon-based energy sources;

- the evolving regulatory requirements affecting ESG standards or disclosures;

- increases in reporting and operating regulations around ESG may result in higher operating expenses and/or capital expenditures that could reduce our profitability and/or cash flow;

- the availability of suppliers that can meet sustainability, diversity, and other ESG standards that we may set;

- the availability of effective and acceptable emission offset technologies or strategies in the event such tools will be necessary to achieve overall emission reduction and mitigation goals; and

- our ability to recruit, develop, and retain diverse talent in our labor markets.

An actual or perceived inability to satisfactorily address the concerns and disclosure expectations of our stakeholders could adversely affect our corporate reputation, image, identity, brand equity, and status, which could hurt our ability to retain and acquire customers and employees, lead to penalties for non-compliance, and/or negatively impact the price performance of our common stock.

Volatility in our stock price could also result in the

unwilling or unable to satisfy our requirements with another supplier or shipper providing products and services of comparable quality and utility.

In 2022, the Inflation Reduction Act was passed which contained tax-related provisions.

This section of this Form 10-K generally discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-to-year comparisons for the current year and the prior year.

Discussions of [removed: 2021] [added: 2022] items can be found in 'Management's Discussion and Analysis of Financial Condition and Results of Operations' in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended December 31, [removed: 2022.][added: 2023.]

We distribute these supplies through a network of more than [removed: 3,400] [added: 3,600] in-market locations.

Sales to these customers [removed: includes] [added: include] products for both [removed: original equipment manufacturing (OEM),] [added: OEM,] where our products are consumed in the final products of our customers, and [removed: manufacturing, repair and operations (MRO),] [added: MRO,] where our products are consumed to support the facilities and ongoing operations of our customers.

It is helpful to appreciate several aspects of our marketplace: First, it is [removed: big.][added: big and fragmented.]

The following table presents a performance summary of our results of operations for the periods ended December [removed: 31:][added: 31.]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | YOY Change | | | | | | [removed: 2021] [added: 2022] | | | | | | YOY Change | | |

| Net sales | | | [removed: $ | 7,346.7 | | | | | 6,980.6 | | | | | | 5.2 | | % | | | |] $ | [removed: 6,010.9] [added: 7,346.7] | | | | | [removed: 16.1] [added: 6,980.6] | | [removed: %] |

| Business days | | | [removed: 253 | | | | | | 254 | | | | | | | | | | | |] 253 | | | | | | [added: 254] | | |

| Daily sales | | | [removed: $ | 29.0 | | | | | 27.5 | | | | | | 5.7 | | % | | | |] $ | [removed: 23.8] [added: 29.0] | | | | | [removed: 15.7] [added: 27.5] | | [removed: %] |

| Gross profit | | | $ | [removed: 3,354.5] [added: 3,401.9] | | | | | [removed: 3,215.8] [added: 3,354.5] | | | | | | [removed: 4.3] [added: 1.4] | | % | | | | $ | [removed: 2,777.2] [added: 3,215.8] | | | | | [removed: 15.8] [added: 4.3] | | % |

| *% of net sales* | | | [removed: 45.7] [added: 45.1] | | % | | | | [removed: *46.1*] [added: *45.7*] | | *%* | | | | | | | | | | [removed: *46.2*] [added: *46.1*] | | *%* | | | | | | |

| [removed: Operating and administrative] [added: SG&A] expenses | | | $ | [removed: 1,825.8] [added: 1,891.9] | | | | | [removed: 1,762.2] [added: 1,825.8] | | | | | | 3.6 | | % | | | | $ | [removed: 1,559.8] [added: 1,762.2] | | | | | [removed: 13.0] [added: 3.6] | | % |

| *% of net sales* | | | [removed: 24.9] [added: 25.1] | | % | | | | [removed: *25.2*] [added: *24.9*] | | *%* | | | | | | | | | | [removed: *26.0*] [added: *25.2*] | | *%* | | | | | | |

| Operating income | | | $ | [removed: 1,528.7] [added: 1,510.0] | | | | | [removed: 1,453.6] [added: 1,528.7] | | | | | | [removed: 5.2] [added: \-1.2] | | % | | | | $ | [removed: 1,217.4] [added: 1,453.6] | | | | | [removed: 19.4] [added: 5.2] | | % |

| *% of net sales* | | | [removed: 20.8] [added: 20.0] | | % | | | | *20.8* | | *%* | | | | | | | | | | [removed: *20.3*] [added: *20.8*] | | *%* | | | | | | |

| [removed: Earnings] [added: Income] before income taxes | | | $ | [removed: 1,522.0] [added: 1,508.1] | | | | | [removed: 1,440.0] [added: 1,522.0] | | | | | | [removed: 5.7] [added: \-0.9] | | % | | | | $ | [removed: 1,207.8] [added: 1,440.0] | | | | | [removed: 19.2] [added: 5.7] | | % |

| *% of net sales* | | | [removed: 20.7] [added: 20.0] | | % | | | | [removed: *20.6*] [added: *20.7*] | | *%* | | | | | | | | | | [removed: *20.1*] [added: *20.6*] | | *%* | | | | | | |

| Net [removed: earnings] [added: income] | | | $ | [removed: 1,155.0] [added: 1,150.6] | | | | | [removed: 1,086.9] [added: 1,155.0] | | | | | | [removed: 6.3] [added: \-0.4] | | % | | | | $ | [removed: 925.0] [added: 1,086.9] | | | | | [removed: 17.5] [added: 6.3] | | % |

| Diluted net [removed: earnings] [added: income] per share | | | [removed: $] [added: 2.02] | [removed: 2.02] | | | | | 1.89 | | | [removed: | | | 6.7 | | % | | | | $ | 1.60 | | | | | 17.8 | | % |]

| Note – Daily sales are defined as the total net sales for the period divided by the number of business days (in the [removed: United States)] [added: U.S.)] in the period. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

[removed: 2023 was a year of] [added: We saw] modest economic contraction in our key [removed: markets.][added: markets in 2024.]

The Institute for Supply Management's Purchasing Manager's Index (PMI) for the [removed: United States] [added: U.S.] averaged [removed: 47.1] [added: 48.3] for the full year and remained below 50, the threshold demarcating manufacturing growth or contraction, [removed: every month.][added: in 11 out of 12 months.]

We continued to [removed: migrate to a key accounts-focused model,] expand our [removed: Onsite footprint, grow our] installed base of [added: Onsites and] FMI [removed: hardware,] [added: technology] and lift the proportion of sales that run through our Digital Footprint.

| | | | Q4 [removed: 2023] [added: 2024] | | | | | | Q4 [removed: 2022] [added: 2023] | | | | | | Twelve-month % Change | | |

| Selling personnel \- absolute employee headcount | | | [removed: 16,512] [added: 16,712] | | | | | | [removed: 15,898] [added: 16,512] | | | | | | [removed: 3.9] [added: 1.2] | | % |

| Selling personnel - FTE employee headcount | | | [removed: 15,070] [added: 15,055] | | | | | | [removed: 14,476] [added: 15,070] | | | | | | [removed: 4.1] [added: \-0.1] | | % |

| Total personnel - absolute employee headcount | | | [removed: 23,201] [added: 23,702] | | | | | | [removed: 22,386] [added: 23,201] | | | | | | [removed: 3.6] [added: 2.2] | | % |

| Total personnel - FTE employee headcount | | | [removed: 20,721] [added: 20,958] | | | | | | [removed: 19,854] [added: 20,721] | | | | | | [removed: 4.4] [added: 1.1] | | % |

| Number of branch locations | | | 1,597 | | | | | | [removed: 1,683] [added: 1,597] | | | | | | [removed: \-5.1] [added: —] | | % |

| Number of active Onsite locations | | | [removed: 1,822] [added: 2,031] | | | | | | [removed: 1,623] [added: 1,822] | | | | | | [removed: 12.3] [added: 11.5] | | % |

| Number of in-market locations | | | [removed: 3,419] [added: 3,628] | | | | | | [removed: 3,306] [added: 3,419] | | | | | | [removed: 3.4] [added: 6.1] | | % |

| Weighted FMI devices (MEU installed count) | | | [removed: 113,138] [added: 126,957] | | | | | | [removed: 102,151] [added: 113,138] | | | | | | [removed: 10.8] [added: 12.2] | | % |

During the last twelve months, we increased our total FTE employee headcount by [removed: 867.][added: 237.]

We had an increase in our distribution and transportation FTE personnel of [removed: 124] [added: 115] to support increased product throughput at our [removed: facilities and to expand our local inventory fulfillment terminals (LIFTs).][added: distribution facilities.]

| | | | [removed: 2023] [added: 2023] | | | | | | 2022 | | |

| Branch openings | | | [removed: 10] [added: 11] | | | | | | [removed: 12] [added: 10] | | |

| Branch closures, net of conversions | | | [removed: (96)] [added: (11)] | | | | | | [removed: (122)] [added: (96)] | | |

| Onsite activations | | | [removed: 329] [added: 343] | | | | | | [removed: 306] [added: 329] | | |

| Onsite closures, net of conversions | | | [removed: (130)] [added: (134)] | | | | | | [removed: (99)] [added: (130)] | | |

| Net sales | | | $ | 7,546.0 | | | | | 7,346.7 | | | | | | 2.7 | | % | | | | $ | 6,980.6 | | | | | 5.2 | | % |

| Daily sales | | | $ | 29.6 | | | | | 29.0 | | | | | | 1.9 | | % | | | | $ | 27.5 | | | | | 5.7 | | % |

| Diluted net income per share | | | $ | 2.00 | | | | | 2.02 | | | | | | \-0.6 | | % | | | | $ | 1.89 | | | | | 6.7 | | % |

Business activity as measured by U.S. Industrial Production declined 0.4% in the first 11 months of 2024 over 2023 with markets that are most relevant to us, such as Primary Metal (-1.5%), Fabricated Metals (-0.8%), and Machinery (-2.2%) declining more rapidly than the broad index.

This was the primary factor contributing to daily sales growth of 1.9%, slowing from the preceding year.

The overall profile of our growth was consistent with 2023: growth was driven by larger, key accounts and Onsite customers and by non-fastener products, particularly safety.

However, the effect of our continued investment in key areas we view as critical to accelerate future growth and the slow growth in sales volume combined to pressure our profitability, reducing operating margin.

On the other hand, asset efficiency remained stable from the preceding year and we generated good cash flow.

Our total FTE selling and sales support personnel decreased by 15.

While we added FTE to support growth in our Onsite locations, we reduced personnel at our branch locations, reflecting both shifts to Onsite locations and tight management of headcount given challenging business conditions.

We had an increase in our remaining FTE personnel of 137, which related primarily to personnel investments in manufacturing, quality control, IT, and business analytics.

| *% of net closures vs. prior year-end number of branch locations* | | | \-0.7 | | % | | | | *\-5.7* | | *%* |

| *% of net closures vs. prior year-end number of Onsite locations* | | | \-7.4 | | % | | | | *\-8.0* | | *%* |

In recent years, we have seen a gradual increase in our in-market locations.

Branch closures may occur in the future to reflect normal churn in our business, but the strategic rationalization has concluded.

As a result, we expect to see an increase in the rate of in-market location growth as we continue to open Onsites while our traditional branch network remains stable or grows moderately to sustain and improve our North American network, to continue our global expansion beyond North America, and to support our growth drivers.

This dynamic played out in 2024.

| | | | 2024 | | | | | | 2023 | | |

| Gross profit | | | 45.1 | | % | | | | 45.7 | | % |

| SG&A expenses | | | 25.1 | | % | | | | 24.9 | | % |

| Income before income taxes | | | 20.0 | | % | | | | 20.7 | | % |

| | | | 2024 | | | | | | 2023 | | |

| Percentage change | | | 2.7 | | % | | | | 5.2 | | % |

| Percentage change | | | 1.9 | | % | | | | 5.7 | | % |

We believe higher unit sales in 2024 were primarily a result of our ability to gain market share, as most measures of industrial activity were flat to down throughout the period.

Despite this challenging environment, in 2024 we produced net sales growth of 2.7% and, owing to two more selling days in the period, daily sales growth of 1.9%.

We estimate the disruption to operations and logistics from severe winter weather in January 2024 and hurricanes in September 2024, while meaningful in the months in which they occurred, were not material to net sales for the full year of 2024.

Changes in product pricing did not have a material impact on net sales in 2024.

We effectively increased the penetration of key growth initiatives in 2024, as judged by installations and adoption, which enhanced the value we provide to our customers and supported our growth and efficiency.

This was achieved through three areas.

First, we signed 358 Onsites in 2024, below our goal of 375 to 400 units but constituting expansion from 2023 (326 signings) and consistent with previous peak signing years in 2019 (362 signings) and 2022 (356 signings).

Our installed base of Onsites was 2,031 at the end of December 2024, +11.5% over the preceding year.

Our installed base of FMI MEUs was 126,957 at the end of December, +12.2% over the end of December 2023.

Third, we expanded the proportion of our sales running through our Digital Footprint.

This measure reached 62.5% in November 2024 before easing modestly to 62.1% in December 2024.

This was below our goal at the start of 2024 of 66.0%, attributable to lower volume through our FMI devices due to weaker business activity.

Even so, it was meaningfully above the prior year level of 56.1% reflecting increasing internal and external adoption of our digital resources.

We expect that at some point during 2025 we will achieve having 66% to 68% of our sales volume running through Digital Footprint.

| | | | 2024 | | | | | | 2023 | | |

| OEM fasteners | | | 19.3 | | % | | | | 20.1 | | % |

Industrial Production for the United States reflected moderating business activity, with markets that are most relevant to us, such as Fabricated Metals and Machinery, declining at an accelerating rate through the year.

In addition, inflation in product costing flattened out, with some deflation emerging in fastener products.

The combined effect of these dynamics was to produce daily sales growth in 2023 that slowed appreciably from 2022.

The efficiencies these investments provide and good organizational control of discretionary expenses allowed us to achieve a stable operating profit margin despite the challenges stemming from this slower and less inflationary environment.

We also produced record operating cash flow which, combined with our confidence in the future cash generation capability of our business model, allowed us to pay a supplemental fifth dividend in the fourth quarter of 2023.

This reflects an increase in our total FTE selling personnel of 594 to support growth in the marketplace and sales initiatives targeting customer acquisition.

We had an increase in our remaining FTE personnel of 149 that relates primarily to personnel investments in information technology, manufacturing, and operational support, such as purchasing and product development.

In any period, the number of locations closed tends to reflect normal churn in our business, whether due to redefining or exiting customer relationships, the shutting or relocation of customer facilities that host our locations, or a customer decision, as well as our ongoing review of underperforming locations.

We will continue to open or close locations to sustain and improve our network, support our growth drivers, and manage our operating expenses.

However, we believe the strategic rationalization that has produced the meaningful decline in our traditional branch network in the United States and Canada since 2013 is largely completed, and we expect reduced closing activity beginning in 2024.

| 2022 | | | 14.9 | | % | | | | 21.3 | | % | | | | 19.1 | | % | | | | 20.3 | | % | | | | 17.6 | | % | | | | 16.0 | | % | | | | 18.1 | | % | | | | 16.1 | | % | | | | 13.7 | | % | | | | 13.6 | | % | | | | 10.2 | | % | | | | 8.0 | | % |

| 2022 | | | 1.7 | | % | | | | 3.1 | | % | | | | 3.6 | | % | | | | \-1.2 | | % | | | | 3.2 | | % | | | | 0.2 | | % | | | | \-1.6 | | % | | | | 1.3 | | % | | | | 2.7 | | % | | | | \-0.1 | | % | | | | 11.7 | | % |

| 2022 | | | 23.9 | | % | | | | 23.1 | | % | | | | 22.6 | | % | | | | 16.0 | | % | | | | 21.3 | | % |

| 2022 | | | 6.9 | | % | | | | 6.9 | | % | | | | 1.0 | | % | | | | \-0.8 | | % | | | | 3.5 | | % |

| 2022 | | | 24.6 | | % | | | | 21.2 | | % | | | | 18.2 | | % | | | | 9.1 | | % | | | | 18.1 | | % |

| 2022 | | | 15.0 | | % | | | | 16.0 | | % | | | | 14.4 | | % | | | | 11.6 | | % | | | | 14.2 | | % |

This reflects three things: the non-fastener market is larger than the fastener market, we are under penetrated in the non-fastener market relative to the fastener market, and industrial vending lends itself to sales of non-fastener products.

| 2022 | | | 46.6 | | % | | | | 46.5 | | % | | | | 45.9 | | % | | | | 45.3 | | % | | | | 46.1 | | % |

Operating and Administrative Expenses

Net Earnings

| Basic EPS | | | 2.02 | | | | | | 1.89 | | |

| Diluted EPS | | | 2.02 | | | | | | 1.89 | | |

| Basic EPS | | | 6.7 | | % | | | | 17.7 | | % |

| Diluted EPS | | | 6.7 | | % | | | | 17.8 | | % |

It does not reflect the cancellation of any significant initiatives, and much of the spending is expected to occur in 2024 when we see our investment in property and equipment, net of proceeds from sales, being in a range of $225.0 to $245.0.

This increase reflects spending to complete our Utah distribution center, investments in picking technology and equipment in our hubs and branches, higher outlays for FMI hardware reflecting our higher targeted signings and a slight build in device inventory, and an increase in spending on information technology.

| *% of net earnings* | | | 111.0 | | % | | | | *71.3* | | *%* |

In 2022, we purchased 5,000,000 shares of our common stock at an average price of approximately $47.58 per share.

| | | | 2022 | | | | | | 2021 | | |

| Gross profit | | | 46.1 | | % | | | | 46.2 | | % |

| Operating and administrative expenses | | | 25.2 | | % | | | | 26.0 | | % |

| Earnings before income taxes | | | 20.6 | | % | | | | 20.1 | | % |

| Net sales | | | $ | 6,980.6 | | | | | 6,010.9 | | |

| Percentage change | | | 16.1 | | % | | | | 6.4 | | % |

| Daily sales | | | $ | 27.5 | | | | | 23.8 | | |

| Percentage change | | | 15.7 | | % | | | | 7.3 | | % |

Higher unit sales in 2022 were a result of healthy economic activity throughout the period, though we did observe some moderation in demand as the year progressed.

This moderation in demand, combined with more difficult year-over-year comparisons as the year progressed, produced daily sales growth of 18.1% in the first half of 2022, daily sales growth of 13.3% in the second half of 2022, and daily sales growth of 8.0% in December 2022.

Growth was led by our manufacturing customers, with particular strength in markets involved with commodity and capital goods production.

Our non-residential construction customers grew on an annual basis, but turned slightly negative in the fourth quarter.

We are exposed to certain market risks from changes in [removed: foreign currency exchange rates,] [added: import shipping costs,] commodity steel [removed: pricing,] [added: prices,] commodity energy prices, [added: foreign currency exchange rates,] and interest [removed: rates.][added: rates as described in Item 1A above.]

Changes in these factors cause fluctuations in our [removed: earnings] [added: income] and cash flows.

Import shipping costs – We import a significant quantity of our [removed: products, particularly fasteners and private label products,] [added: products] from foreign suppliers, primarily in Asia.

We estimate the effect on our net [removed: earnings] [added: income] related to import shipping costs was [removed: $23.0] [added: a favorable $15.0] to [removed: $28.0] [added: $18.0] in [removed: 2023.][added: 2024.]

Further, the cost of the raw material is generally a [removed: small] [added: 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 [removed: earnings] [added: income] related to commodity steel prices was immaterial in [removed: 2023.][added: 2024.]

Commodity energy prices – We have market risk for changes in prices of oil, gasoline, diesel fuel, natural gas, and [removed: electricity.][added: electricity, largely due to our consumption of fuel in our vehicles and utility costs at our facilities.]

Total direct fuel consumption is a relatively [removed: minor] [added: smaller] cost to [removed: the company] [added: us] and, as a result, we estimate the effect on our net [removed: earnings] [added: income] related to commodity energy prices was immaterial in [removed: 2023.][added: 2024.]

During [removed: 2023,] [added: 2024,] prices for fossil fuels were generally [added: at or slightly] below [added: the] prior [removed: year levels.][added: year.]

The cost of the raw material is generally a [removed: small] [added: 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 [removed: earnings] [added: income] related to materials for which fossil fuels are a feedstock was immaterial in [removed: 2023.][added: 2024.]

Foreign currency exchange rates – Foreign currency fluctuations can affect our [removed: net investments, our] operations in countries other than the U.S., [added: and/or the value of income] and [removed: earnings] [added: assets] denominated in foreign currencies.

[removed: We] [added: As a result, we] have not historically hedged our foreign currency [removed: risk given that exposure to date has not been material.][added: risk.]

[removed: We] [added: 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 [removed: 2023] [added: 2024] would have resulted in approximately [removed: $0.6] [added: $0.3] of additional interest expense.

A description of our Credit Facility is contained in Note 9 of the Notes to [removed: Condensed] Consolidated Financial Statements.

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 most significant contributor to these fluctuations is the cost of overseas shipping containers, although the timing of any impact can be affected by the length of our supply chain, contractually agreed upon rates, or differences in rates between routes.

During 2024, the price of steel as reflected in many market indexes most relevant to our business was lower than the prior year.

As reflected in many market indexes, energy prices during 2024 were below the prior year.

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.

The dollar strengthened in 2024 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 2024.

The most significant contributor to these fluctuations is the cost of overseas shipping containers.

During 2023, the cost of overseas shipping containers was below the prior year.

During 2023, the price of steel as reflected in many market indexes has been below prior year levels, though in most cases price levels have stabilized in recent periods and the rate of decline is moderating.

As reflected in many market indexes, energy prices during 2023 were generally below prior year levels, which contributed to lower costs for fuel consumed in our vehicles and lower utility costs at our facilities.

Historically, our primary exchange rate exposure has been with the Canadian dollar against the United States dollar.

Our estimated net earnings exposure for foreign currency exchange rates was not material at year end.

We estimate the effect on our sales and net earnings related to changes in foreign exchange rates was $18.7 and immaterial, respectively, in 2023.

The year end is December 31, [removed: 2023] [added: 2024] unless additional years are included or noted.

Fastenal Company (together with our subsidiaries, hereinafter referred to as [removed: 'Fastenal' or the company] [added: Fastenal] or by terms such as we, our, or us) began as a partnership in 1967, and was incorporated under the laws of Minnesota in 1968.

Today we sell a broader range of industrial and construction supplies spanning more than nine major product lines through a global network of in-market locations utilizing diverse technologies such as vending devices, bin stock devices, and [removed: eCommerce.][added: eBusiness.]

At the end of [removed: 2023,] [added: 2024,] we had [removed: 3,419] [added: 3,628] in-market locations (defined in the table below) in 25 countries supported by 15 distribution centers in North [removed: America (12] [added: America, with 12] in the United [removed: States,] [added: States (U.S.),] two in Canada, and one in [removed: Mexico),] [added: Mexico; one in Asia;] and two in Europe, and we employed [removed: 23,201] [added: 23,702] people.

Branches and Onsites exist very close to our customers, usually within miles [removed: in the case of the former] [added: of,] and [removed: most] often within or immediately proximate [removed: to] [added: to,] our customers' physical [removed: locations in the case of the latter, and together constitute our 'in-market' network.][added: operations.]

Many of our customers engage with us through [removed: eCommerce,] [added: eBusiness,] but in most cases these customers are utilizing [removed: eCommerce] [added: eBusiness] to supplement our service through our other channels.

The following table shows, as of the end of each of the last 10 fiscal years, our consolidated net sales; the number of branch, Onsite, and total in-market locations; their respective sales, as well as the average monthly sales per location that were generated from our branch and Onsite locations; and our [removed: revenue] [added: sales] generated from non-traditional sources:

| | | | [removed: 2023] [added: 2024] | | | [added: 2023 | | |] 2022 | | | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | | | [removed: 2014 | | |]

| Net sales | | | $ | [removed: 7,346.7] [added: 7,546.0] | | [added: 7,346.7 | | |] 6,980.6 | | | 6,010.9 | | | 5,647.3 | | | 5,333.7 | | | 4,965.1 | | | 4,390.5 | | | 3,962.0 | | | 3,869.2 | | | [removed: 3,733.5 | | |]

| Branch locations | | | 1,597 | | | [added: 1,597 | | |] 1,683 | | | 1,793 | | | 2,003 | | | 2,114 | | | 2,227 | | | 2,383 | | | 2,503 | | | 2,622 | | | [removed: 2,637 | | |]

| Branch [removed: revenue] [added: sales] (1) | | | $ | [removed: 4,073.6] [added: 4,109.3] | | [added: 4,073.6 | | |] 4,161.6 | | | 3,726.2 | | | 3,587.1 | | | 3,660.1 | | | 3,625.8 | | | 3,399.6 | | | 3,198.1 | | | 3,281.8 | | | [removed: 3,225.3 | | |]

| Average monthly sales per branch location (2) | | | $ | [removed: 207.0] [added: 214.4] | | [added: 207.0 | | |] 199.5 | | | 163.6 | | | 145.2 | | | 140.5 | | | 131.1 | | | 116.0 | | | 104.0 | | | 104.0 | | | [removed: 101.0 | | |]

| Onsite locations | | | [removed: 1,822] [added: 2,031] | | | [added: 1,822 | | |] 1,623 | | | 1,416 | | | 1,265 | | | 1,114 | | | 894 | | | 605 | | | 401 | | | 264 | | | [removed: 214 | | |]

| Onsite [removed: revenue] [added: sales] (1) | | | $ | [removed: 2,926.7] [added: 3,201.6] | | [added: 2,926.7 | | |] 2,465.5 | | | 1,898.0 | | | 1,485.6 | | | 1,391.7 | | | 1,081.7 | | | 770.2 | | | 569.2 | | | 454.3 | | | [removed: 387.7 | | |]

| Average monthly sales per Onsite location (2) | | | $ | [removed: 141.6] [added: 138.5] | | [added: 141.6 | | |] 135.2 | | | 118.0 | | | 104.1 | | | 115.5 | | | 120.3 | | | 127.6 | | | 142.7 | | | 158.4 | | | [removed: 157.6 | | |]

| Other [removed: revenue] [added: sales] (3) | | | $ | [removed: 346.4] [added: 235.1] | | [added: 346.4 | | |] 353.5 | | | 386.7 | | | 574.6 | | | 281.9 | | | 257.6 | | | 220.7 | | | 194.7 | | | 133.1 | | | [removed: 120.5 | | |]

| Total in-market locations (4) | | | [removed: 3,419] [added: 3,628] | | | [added: 3,419 | | |] 3,306 | | | 3,209 | | | 3,268 | | | 3,228 | | | 3,121 | | | 2,988 | | | 2,904 | | | 2,886 | | | [removed: 2,851 | | |]

| (1) | | | [removed: Revenues] [added: Sales] attributable to our traditional and international branch locations (both of which are defined below), and our Onsite locations, respectively. | | |

| (2) | | | Average sales per month considers the average active base of branches and Onsites, respectively, in the given year, factoring in the beginning and ending location count, divided by total [removed: revenues] [added: sales] attributable to our branch and Onsite locations, respectively, further divided by 12 months. This information is presented in thousands. | | |

| (3) | | | This portion of [removed: revenue] [added: sales] is generated outside our traditional in-market locations, examples of which include [removed: revenues] [added: sales] arising from our custom in-house manufacturing, industrial services, and other non-traditional sources of [removed: revenue.] [added: sales.] In 2020, this included the effects of COVID-19, one response to which was substantial sales of pandemic-related products that were direct-shipped (versus sold through in-market locations) as a means of delivering critical supplies more quickly. | | |

In [removed: 2023,] [added: 2024,] roughly [removed: 52%] [added: 53%] of our sales and [removed: 51%] [added: 50%] of our in-market locations were in major Metropolitan Statistical Areas (MSAs) (populations in the [removed: United States] [added: U.S.] and Canada greater than 500,000 people), while 21% of our sales and [removed: 19%] [added: 20%] of our in-market locations were in small MSAs (populations under 500,000 people), and [removed: 27%] [added: 26%] of our sales and 30% of our in-market locations were not in an [removed: MSA.][added: MSA (populations under 50,000 people).]

[removed: 1) A 'traditional branch'] [added: Branch locations] typically [removed: services] [added: service] a wide variety [added: and number] of customers, ranging from the local operations of large, national account customers to smaller local businesses.

Since Fastenal's founding and through 2013, [removed: traditional] branch openings were a primary growth driver for [removed: the company, and we experienced net openings each year over that time span.][added: us, peaking in 2013 at 2,687 locations.]

[removed: However, new] [added: New] growth drivers, business models, and business tools [removed: have] emerged and diminished the direct role of [removed: traditional] branch openings in our [removed: growth.][added: growth, resulting in a strategic rationalization to align our physical footprint with changes in our business strategies.]

[removed: Traditional branches] [added: Branches] were entirely U.S.-based until 1994, when we opened our first location in [removed: Canada.][added: Canada followed by opening our first branch location in Mexico in 2001.]

[removed: Certain locations are Customer] [added: The United States and Canada also utilize a *Customer] Service [removed: Branches (CSBs),] [added: Branch (CSB)*,] which tend to feature a showroom and [removed: our standard] [added: a more standardized] stocking model of products designed for contractors.

[removed: 2) An 'international branch' is the format we typically deploy outside] [added: Outside] the United States and [removed: Canada.][added: Canada we typically deploy an *International Branch*.]

[removed: However,] [added: We believe] our ability to provide a consistent [added: local] service [removed: model, including vending, bin stocks, and Onsites,] [added: model] on a global basis is attractive to our customer base, [removed: much of] which [removed: are the foreign operations] [added: consists heavily] of North American-based [removed: companies.][added: multinational companies with significant foreign operations.]

In [removed: each year since 2013,] [added: the period from 2013 to 2023,] we [removed: have] experienced a net decline [added: of 1,090] in our total branch count, [added: which was] primarily due to consolidations in our U.S. [removed: market, including net declines of 86 branches in 2023.][added: market.]

[removed: The Onsite concept is] [added: Onsite locations are] not new, [removed: in that we] [added: having] entered into the first such arrangement in 1992.

However, it was largely a local option that grew slowly before we identified it as a growth driver in [removed: 2014.][added: 2014, at which point we made substantial investments to accelerate its traction in the marketplace.]

In this model, we provide dedicated sales and service to a single customer from a location that is physically within, or strategically proximate to, the [removed: customers'] [added: customer's] facility, with inventory that is specific to the [removed: customers'] [added: customer's] needs.

In many cases, we are shifting [removed: revenue] [added: sales] with the customer from an existing branch location, though we also see new customer opportunities arise as a result of our Onsite capabilities.

The model is best suited for larger companies, though we believe we can provide a higher degree of service at a lower level of [removed: revenue] [added: sales] than most of our competitors.

It has been our experience that the sales mix at our Onsite locations typically produces a lower gross profit percentage than at our branch locations, but we gain [removed: revenue] [added: sales] with the customer and our cost to serve is lower.

We have identified over [removed: 12,000] [added: 11,000] manufacturing and construction customer locations in North America with potential to implement the Onsite service model.

These include customers with which we have an existing national account relationship today, and [added: potential customers we are aware of due to our local market presence with which we do not have a meaningful relationship today.]

We also believe as we [added: continue to] follow our existing national account customers outside the [removed: United States,] [added: U.S.,] our market potential for Onsite solutions will continue to expand.

The international opportunity is substantial, but our speed is limited by our relatively underdeveloped infrastructure in comparison to the [removed: United States.][added: U.S. We expect sales from Onsite arrangements to continue to increase meaningfully over time.]

[removed: We had 1,822 Onsite locations as] [added: As] of December 31, [removed: 2023, which represented 39.8% of net sales, and] [added: 2024, we] signed [added: 358,] 326, [removed: 356,] and [removed: 274] [added: 356] new Onsite locations (referred to herein as signings) in [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] respectively.

Together, these constitute our 'in-market' network.

The distinctions between our branch and Onsite locations are as follows:

Based on the unique characteristics of certain markets and the judgement of local leadership, different branch types have emerged over time.

In the United States and Canada, the most common type is the *Customer Fulfillment Center (CFC),* which tends to feature a limited showroom and stock customer-specific inventory.

These have the appearance of and function more like an industrial supply house and stocking location.

At the end of 2024, 87% of our United States and Canada branches operated as a CFC and 13% operated as a CSB.

These locations lack a showroom and tend to service fewer customers who tend to be large, national account customers disproportionately concentrated in manufacturing and heavily oriented toward planned product spend.

Regardless of what branch type ultimately evolves to service the unique features of a specific geographic location, all our branches share a common purpose and similar operating priorities.

Since then, we have continued to expand our global footprint, including into Europe, Asia, and Central and South America.

In 2024, we disclosed that this strategic rationalization had concluded and future openings and closings were likely to be more balanced and in accordance with the strategies and specific circumstances of local operations.

At the end of 2024, we had 1,499 branches in North America, which includes the United States, Canada, and Mexico, representing 52.2% of net sales and 98 branches outside of North America representing 2.2% of net sales.

At the end of 2024, we had 1,961 Onsite locations in North America, which included the United States, Canada, and Mexico, representing 41.6% of net sales and 70 Onsite locations outside of North America representing 0.8% of net sales.

At the end of 2024, we operated branches and Onsites in 25 total countries.

| Starting Branches | | | 1,277 | | | 164 | | | 69 | | | 1,510 | | | | | | 5 | | | 25 | | | 57 | | | 87 | | | 1,597 | | |

| Ending Branches | | | 1,264 | | | 164 | | | 71 | | | 1,499 | | | | | | 5 | | | 27 | | | 66 | | | 98 | | | 1,597 | | |

| Starting Onsites | | | 1,506 | | | 119 | | | 128 | | | 1,753 | | | | | | 15 | | | 22 | | | 32 | | | 69 | | | 1,822 | | |

| Opened Onsites | | | 271 | | | 36 | | | 27 | | | 334 | | | | | | — | | | 4 | | | 5 | | | 9 | | | 343 | | |

| Closed/Converted Onsites (5) | | | (117) | | | (2) | | | (7) | | | (126) | | | | | | (1) | | | — | | | (7) | | | (8) | | | (134) | | |

| Ending Onsites | | | 1,660 | | | 153 | | | 148 | | | 1,961 | | | | | | 14 | | | 26 | | | 30 | | | 70 | | | 2,031 | | |

| In-Market Locations - 12/31/24 | | | 2,924 | | | 317 | | | 219 | | | 3,460 | | | | | | 19 | | | 53 | | | 96 | | | 168 | | | 3,628 | | |

We anticipate that relatively stable branch count in the United States and Canada, combined with growth in branch count outside of the United States and Canada and growth in global Onsite locations, will result in an increase to overall in-market locations over time.

In many cases, this provides insights that allow us to migrate transactional, 'non-sticky' (and traditionally high cost) online spend into a 'sticky' managed setting (such as our FMI programs).

1) *Transactional*.

2) *Analytics*.

Data analytics provide customers with detailed insights into their business operations.

FAST360° offers a comprehensive view of inventory and spending, allowing users to visualize product organization and analyze spending trends.

FAST360° Analytics uses Microsoft Power BI to offer stakeholders visualization tools for analyzing spend, supply channels, and cost savings.

FAST360° acts as the bridge between our fulfillment operations and a customer's view into our managed service model, and provides our customers with one central source of information.

These platforms empower users to make data-driven decisions, optimize operations, and improve efficiency by providing actionable insights into Fastenal-managed inventory and spending.

By incorporating visual representations of complex data into standardized and tailored reporting templates, the team collaborates with Fastenal's customers and business leaders to turn insights into action.

3) *Digital Visibility*.

Our eProcurement Solutions provide a bridge between our

4.) *Crib Management*.

We host FASTCrib, a cloud-based software tool designed to provide customers with visibility and control of their entire supply chain.

It is an integrated platform that maintains customer-specific product catalogs, provides control and tracking of inventory levels, streamlines and consolidates procurement processes, and enables rich visualization and reporting in an environment with robust user controls.

It also has modules for asset tracking and integrates into our FMI suite.

FASTCrib creates a one-stop, just-in-time supply chain management capability for all of the products and services consumed by our customers, whether provided directly by Fastenal or other vendors.

We believe the combination of our broad product offering, physical presence on a global scale, and toolbox of services, specialists, and digital capabilities, produces a customer engagement model that is difficult for large and small competitors to replicate.

We also believe it differentiates us when compared to web purchasing models as an independent sales channel.

We believe it is also appropriate

We have two primary versions of our branch locations:

Based on the unique characteristics of certain markets, some traditional branches will be structured and stocked to service retail customers.

At the end of 2023, we had 1,441 traditional branches in the United States and Canada, and they represented 51.0% of net sales.

Traditional branches are also differentiated by their operating styles.

However, this customer set typically represents less than 10% of sales at this type of location.

Other locations operate as Customer Fulfillment Centers (CFCs), which tend to feature a limited showroom and stock customer-specific inventory.

These tend to appear and function more like an industrial supply house and stocking location and often have fewer transactions with non-account or retail-like customers than in a CSB branch.

The choice of operating style is made by local leadership and is based on local market considerations.

At the end of 2023, 15% of our traditional branches operated as a CSB and 85% operated as a CFC.

We first expanded outside of the United States and Canada when we opened a branch in Mexico in 2001.

Since then, we have continued to expand our global footprint, and at the end of 2023, we operated in 23 countries outside of the United States and Canada.

Mexico is the largest of these, and we also operate in Europe, Asia, and Central and South America.

Our go-to-market strategy in countries outside of the United States and Canada focuses primarily on servicing large, national account customers disproportionately concentrated in manufacturing and heavily oriented toward planned fastener and non-fastener product spend.

We are not as well recognized in many of our non-North American locations as we are in the U.S. and Canada.

At the end of 2023, we had 156 international branches operating outside the U.S. and Canada, and they represented 4.5% of net sales.

Traditional and international branches sell to multiple customers.

Our total decline since 2013 is 1,090 branches.

We will continue to open traditional and international branches in accordance with our overall strategy.

We believe the strategic rationalization that has produced a significant decline in our traditional branch network in the United States and Canada since 2013 is largely completed, and expect reduced closing activity beginning in 2024.

Onsite locations may influence the trend in our traditional branch count over time, but have not been the primary reason for our traditional branch closings.

We have made substantial investments toward accelerating its traction in the marketplace since 2015.

potential customers we are aware of due to our local market presence with which we do not have a meaningful relationship today.

We expect revenues from Onsite arrangements to increase meaningfully over time.

| In-Market Locations - 12/31/21 (5) | | | 2,668 | | | 262 | | | 152 | | | 3,082 | | | | | | 20 | | | 37 | | | 70 | | | 127 | | | 3,209 | | |

| Starting Branches | | | 1,484 | | | 173 | | | 63 | | | 1,720 | | | | | | 5 | | | 20 | | | 48 | | | 73 | | | 1,793 | | |

| Ending Branches | | | 1,369 | | | 169 | | | 66 | | | 1,604 | | | | | | 5 | | | 22 | | | 52 | | | 79 | | | 1,683 | | |

| Starting Onsites | | | 1,184 | | | 89 | | | 89 | | | 1,362 | | | | | | 15 | | | 17 | | | 22 | | | 54 | | | 1,416 | | |

| Opened Onsites | | | 248 | | | 21 | | | 23 | | | 292 | | | | | | 1 | | | 6 | | | 7 | | | 14 | | | 306 | | |

| Ending Onsites | | | 1,338 | | | 107 | | | 111 | | | 1,556 | | | | | | 16 | | | 23 | | | 28 | | | 67 | | | 1,623 | | |

| Closed/Converted Onsites (6) | | | (115) | | | (6) | | | (3) | | | (124) | | | | | | (1) | | | (2) | | | (3) | | | (6) | | | (130) | | |

| (5) | | | Beginning in 2022, the United States includes the Dominican Republic, Guam, and Puerto Rico which were previously grouped with other geographical regions. Prior period figures in the above table may differ slightly from those previously disclosed due to this minor change in reporting. | | |

branch base.

With the growth we anticipate in Onsite locations, we believe our total in-market locations will increase further over time.

1) Transactional.

2) Digital Visibility.

FAST360° acts as the bridge between our FMI footprint and a

customer's view into our managed service model.

FAST360° surfaces data around these managed services as one central source of information as we manage our customers' OEM and MRO product lines.

This is achieved through our FMI technologies providing locational data around our FASTStock, FASTBin, and FASTVend footprint, and FAST360° being the means of surfacing that data and activities to our customers.

3) Analytics.

A description of our legal proceedings, if any, is contained in Note [removed: 10] [added: 11] of the Notes to Consolidated Financial [removed: Statements.][added: Statements and is incorporated herein by reference.]

For the fiscal year ended December 31, [removed: 2023,] [added: 2024,] or

The aggregate market value of the Common Stock held by non-affiliates of the registrant as of June [removed: 30, 2023,] [added: 28, 2024,] the last business day of the registrant's most recently completed second fiscal quarter, was [removed: $33,637,970,933,] [added: $35,916,816,764,] based on the closing price of the registrant's Common Stock on that date.

For purposes of determining this number, all executive officers and directors of the registrant as of June [removed: 30, 2023] [added: 28, 2024] are considered to be affiliates of the registrant.

As of January [removed: 19, 2024,] [added: 21, 2025,] the registrant had [removed: 572,232,755] [added: 573,419,704] shares of Common Stock issued and outstanding.

| [Item [removed: 1.](#i44f57459b2e0450ab60929ff8ee729f0_25)] [added: 1.](#if13ce279bda54c8b9d364e154eb6a882_25)] | | | | | | [removed: [Business](#i44f57459b2e0450ab60929ff8ee729f0_25)] [added: [Business](#if13ce279bda54c8b9d364e154eb6a882_25)] | | | [removed: [2](#i44f57459b2e0450ab60929ff8ee729f0_25)] [added: [2](#if13ce279bda54c8b9d364e154eb6a882_25)] | | |

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Portions of our Proxy Statement relating to our [removed: 2024] [added: 2025] annual meeting of shareholders (Proxy Statement) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Certain statements contained in this Annual Report on Form 10-K, or in [added: our] other reports [removed: of the company] and other written and oral statements [added: we] made from time to [removed: time by the company,] [added: time,] do not relate strictly to historical or current facts.

Our forward-looking statements generally relate to our expectations regarding the business environment in which we operate, our projections of future performance and opportunities for growth based on potential market opportunities, our perceived marketplace opportunities, our strategies, goals, mission and vision, [added: historical sequential trends] and [added: sales changes, and] our expectations about matters including capital expenditures, tax rates, inventory levels, liquidity, [added: declaration and payment of dividends,] liabilities from tax positions, the performance of our fastener business in comparison to our non-fastener business, openings and closing of in-market locations and signings of Onsite locations and new machine equivalent units for Fastenal Managed Inventory (FMI) (including bin stock and industrial vending) and the competitive advantages they offer, our digital solutions and other product offerings (including new product lines), national accounts as a percentage of overall sales, the advantages of our integrated physical and virtual model, growth in safety products as a percentage of product sales, the amount of FMI [removed: revenue] [added: sales] that we may be able to service through local inventory fulfillment terminals, and the ability of our competitors to replicate our distribution capabilities.

Factors that could cause our actual results to differ from those discussed in the forward-looking statements include, but are not limited to, economic downturns (including economic downturns as a result of global [removed: pandemics, including the COVID-19 pandemic),] [added: pandemics),] weakness in the manufacturing or commercial construction [removed: industries,] [added: industries or any of our end markets,] competitive pressure on selling prices, changes in trade policies or tariffs, changes in our current mix of products, customers, or geographic locations, changes in our average branch size, changes in our purchasing patterns, changes in customer needs, changes in fuel or commodity prices, product and transportation inflation, inclement weather, changes in foreign currency exchange rates, difficulty in adapting our business model to different foreign business environments, failure to accurately predict the market potential of our business strategies, the introduction or expansion of new business strategies, increased competition (including with respect to our FMI or Onsite operations), difficulty in maintaining installation quality as our industrial vending business expands, the failure to meet our goals and expectations regarding [added: branch openings, branch closings, or] expansion of our FMI [added: offering] or Onsite [removed: operations or any changes in branch locations,] [added: operations, the failure to realize expected benefits from the completion of our strategic rationalization,] changes in the implementation objectives of our business strategies, difficulty in hiring, relocating, training, or retaining qualified personnel, difficulty in controlling operating expenses, difficulty in collecting receivables or accurately predicting future inventory needs, changes in sales trends, changes in supplier production lead times, [added: short-term inefficiencies in our supply chain may not normalize or result in certain warehousing customer growth,] changes in our cash position or our need to make capital expenditures, credit market volatility and increases in interest rates, changes in tax law or the impact of discrete items on future tax rates, changes in the availability or price of commercial real estate, changes in the nature, price, or availability of distribution, supply chain, or other technology (including software licensed from third parties) and services related to that technology, difficulty in obtaining continued business from new safety product customers and the acceptance by customers of any new product lines, [removed: cyber security] [added: cybersecurity] incidents, potential liability and reputational damage that can arise if our products are defective, and other risks and uncertainties detailed in this Form 10-K under the heading 'Item 1A.

| | | | | | | [PART I](#if13ce279bda54c8b9d364e154eb6a882_22) | | | | | |

| | | | | | | [PART II](#if13ce279bda54c8b9d364e154eb6a882_46) | | | | | |

| | | | | | | [PART III](#if13ce279bda54c8b9d364e154eb6a882_175) | | | | | |

| | | | | | | [PART IV](#if13ce279bda54c8b9d364e154eb6a882_193) | | | | | |

| | | | | | | [Signatures](#if13ce279bda54c8b9d364e154eb6a882_205) | | | [82](#if13ce279bda54c8b9d364e154eb6a882_205) | | |

Beginning in the first quarter of 2024, references to 'net earnings', 'operating and administrative expenses', and 'earnings before income taxes' have been revised in our consolidated financial statements and financial reports, including this annual report on Form 10-K, to 'net income', 'selling, general, and administrative expenses (SG&A)', and 'income before income taxes', respectively.

| | | | | | | [PART I](#i44f57459b2e0450ab60929ff8ee729f0_22) | | | | | |

| | | | | | | [PART II](#i44f57459b2e0450ab60929ff8ee729f0_43) | | | | | |

| | | | | | | [PART III](#i44f57459b2e0450ab60929ff8ee729f0_172) | | | | | |

| | | | | | | [PART IV](#i44f57459b2e0450ab60929ff8ee729f0_190) | | | | | |

| | | | | | | [Signatures](#i44f57459b2e0450ab60929ff8ee729f0_202) | | | [78](#i44f57459b2e0450ab60929ff8ee729f0_202) | | |

ISO 27001 is published by the International Organization for Standardization (ISO), the world's largest developer of voluntary standards, and the International Electrotechnical [removed: Commission (IEC).][added: Commission.]

Our [removed: information technology (IT)] [added: IT] security department, led by our Senior Vice President (SVP) IT Infrastructure & Security, is tasked with monitoring cybersecurity and operational risks related to information security and system disruption.

The team employs measures designed to protect against, detect, and respond to cybersecurity threats, and has implemented processes and procedures aligned with our [removed: information security management system] [added: ISMS] to support and promote resilient programs.

- Enterprise security framework and [removed: cyber security] [added: cybersecurity] standards;

- [removed: Cyber security] [added: Cybersecurity] awareness and training plans;

Our Board [removed: of Directors] and Audit Committee are actively engaged in the oversight of our risk management, including cybersecurity risk.

Additional oversight for assessing and managing cybersecurity risk include Executive sponsors, [removed: Information Technology,] [added: IT,] Human Resources, IT Governance Risk and Compliance, Internal Audit, and Legal, as well as members of our Information Security Risk Council, IT Risk Committee, and [removed: Enterprise Risk Management] [added: ERM] teams.

Our SVP IT Infrastructure & Security holds a Cybersecurity and Privacy Law Certificate from Mitchell Hamline School of Law, and has [removed: 28] [added: 29] years of experience in systems, network, and database administration.

However, any future potential risks from cybersecurity threats, including but not limited to exploitation of vulnerabilities, ransomware, denial of service, supply chain attacks, [added: and the use of artificial intelligence by threat actors engaged in these activities,] or other similar threats may materially affect us, including our execution of business strategy, reputation, results of operations and/or financial condition.

For additional information regarding cybersecurity threats, see 'Item 1A.

Risk Factors' of this Form 10-K.

Note – Information in this section is as of December 31, [removed: 2023,] [added: 2024,] unless otherwise noted.

| Winona, Minnesota | | | Distribution center and home office | | | | | | 246,000 | | | | | | [removed: 331,000] [added: 334,000] | | |

| Scranton, Pennsylvania | | | Distribution center | | | | | | [removed: 104,000] [added: 106,000] | | | | | | 187,000 | | |

| Denton, Texas | | | Distribution [removed: center(3)] [added: center] | | | | | | [removed: 41,000] [added: 154,000] | | | [removed: (4)] [added: (3)] | | | [removed: 263,000] [added: 294,000] | | |

| Modesto, California | | | Distribution center and manufacturing facility | | | | | | [removed: 69,000] [added: 75,000] | | | | | | 328,000 | | |

| Salt Lake City, Utah | | | Distribution center and packaging facility (three [removed: buildings)(5)] [added: buildings)(4)] | | | X | | | — | | | | | | [removed: 153,000] [added: 154,000] | | |

| High Point, North Carolina | | | Distribution center (two [removed: buildings)(6)] [added: buildings)(5)] | | | | | | [removed: 132,000] [added: 131,000] | | | | | | 829,000 | | |

| Kansas City, Kansas | | | Distribution center | | | | | | [removed: 170,000] [added: 156,000] | | | | | | 462,000 | | |

| Apodaca, Nuevo Leon, Mexico | | | Distribution center | | | X | | | — | | | | | | [removed: 46,000] [added: 104,000] | | |

| Shanghai, China | | | [removed: Local re-distribution] [added: Distribution] center | | | X | | | — | | | | | | 12,000 | | |

| (2) | | | This property contains an ASRS with [added: a] capacity of 52,000 pallet locations, in addition to the 547,000 tote locations for small parts. | | |

| [removed: (4)] [added: (3)] | | | [added: In March of 2024, we installed a new ASRS that has a capacity of 154,000 tote locations for small parts.] This [removed: facility] [added: property] contains an ASRS with [added: a] capacity of 14,000 pallet locations, in addition to the [removed: 41,000] [added: 154,000] tote locations for small parts. | | |

| [removed: (5)] [added: (4)] | | | During 2021, we acquired land for future expansion of our distribution center in Magna, [removed: Utah, and, as of November 2023, earthwork is underway.] [added: Utah.] This building is expected to be complete in June of 2025 and will be approximately 290,000 square feet. | | |

| [removed: (6)] [added: (5)] | | | In December 2018, we purchased an additional distribution center in High Point, North Carolina with approximately 750,000 total square feet. [removed: Approximately 395,000 square feet will be leased by the building's previous owner until December 2024.] We currently utilize approximately 355,000 square feet for distribution [removed: activities.] [added: activities and the other 395,000 square feet will be renovated in 2025 for additional distribution space.] | | |

| Indianapolis, Indiana | | | Manufacturing facility | | | | | | [removed: 198,000] [added: 194,000] | | |

| Houston, Texas | | | Manufacturing facility | | | | | | [removed: 122,000] [added: 114,000] | | |

| Winona, Minnesota | | | Multiple facilities for office space, storage, and packaging operations | | | | | | [removed: 421,000] [added: 419,000] | | |

| Bangalore, India | | | International information technology office | | | X | | | [removed: 45,000] [added: 67,000] | | |

In addition, we own [removed: 154] [added: 151] buildings that house our in-market locations in various cities throughout North America.

[removed: Leased branches] [added: On average, leased in-market locations] range from approximately 3,000 to [removed: 20,000] [added: 15,000] square feet, with lease terms of up to [removed: 120] [added: 144] months (most initial lease terms are for 36 to 60 months).

| (3) | | | As of May 2023, we no longer lease space for distribution-related activities. In 2024, an additional ASRS will go live at this property. | | |

As of January [removed: 19, 2024,] [added: 21, 2025,] there were approximately 900 record holders of our common stock, which include nominees or broker dealers holding stock on behalf of an estimated [removed: 662,000] [added: 767,000] beneficial owners.

The table below sets forth information regarding purchases of our common stock during each of the last three months of [removed: 2023:][added: 2024:]

| October 1-31, [removed: 2023] [added: 2024] | | | | | | 0 | | | | | | | | | $0.00 | | | | | | | | | 0 | | | | | | | | | 6,200,000 | | | | | |

| November 1-30, [removed: 2023] [added: 2024] | | | | | | 0 | | | | | | | | | $0.00 | | | | | | | | | 0 | | | | | | | | | 6,200,000 | | | | | |

| December 1-31, [removed: 2023] [added: 2024] | | | | | | 0 | | | | | | | | | $0.00 | | | | | | | | | 0 | | | | | | | | | 6,200,000 | | | | | |

| (1) | | | As of December 31, [removed: 2023,] [added: 2024,] we had remaining authority to repurchase 6,200,000 shares [added: of our common stock] under the July 12, 2022 [removed: authorization.] [added: authorization, which originally authorized the repurchase of up to 8,000,000 shares.] This authorization does not have an expiration date. | | |

Set forth below is a graph comparing, for the five years ended December 31, [removed: 2023,] [added: 2024,] the yearly cumulative total shareholder return on our common stock with the yearly cumulative total shareholder return of the S&P 500 Index and the Dow Jones US Industrial Suppliers Index.

The comparison of total shareholder returns in the performance graph assumes that $100 was invested on December 31, [removed: 2018] [added: 2019] in Fastenal Company, the S&P 500 Index, and the Dow Jones US Industrial Suppliers Index, and that dividends were reinvested when and as paid.

[removed: ][added: ]

| | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| Fastenal Company | | | $ | | | 100.00 | | | | | | 136.57 | | | | | | 183.05 | | | | | | 138.50 | | | | | | 195.65 | | | | | | 222.04 | | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| Dow Jones US Industrial Suppliers Index | | | | | | 100.00 | | | | | | 126.43 | | | | | | 168.93 | | | | | | 146.64 | | | | | | 217.57 | | | | | | 247.40 | | |

| | | | | | | (a) | | | | | | | | | (b) | | | | | | | | | (c) | | | | | | | | | (d) | | | | | |

| Fastenal Company | | | $ | | | 100.00 | | | | | | 145.04 | | | | | | 198.08 | | | | | | 265.50 | | | | | | 200.88 | | | | | | 283.77 | | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| Dow Jones US Industrial Suppliers Index | | | | | | 100.00 | | | | | | 132.23 | | | | | | 167.18 | | | | | | 223.37 | | | | | | 193.89 | | | | | | 287.68 | | |

We have audited the accompanying consolidated balance sheets of Fastenal Company and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of [removed: earnings,] [added: income,] comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule II — valuation and qualifying accounts (collectively, the consolidated financial statements).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As disclosed in the consolidated balance sheet, the Company held [removed: $1,522.7] [added: $1,645.0] million of inventory, the majority of which was held at [removed: 3,419] [added: 3,628] in-market locations, as of December 31, [removed: 2023.][added: 2024.]

(Amounts in millions except share [added: and per share] information)

| | | | [removed: 2023] [added: 2024] | | | | | | [added: 2023 | | | | | |] 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 221.3] [added: 255.8] | | | | | [removed: 230.1] [added: 221.3] | | |

| Trade accounts receivable, net of allowance for credit losses of [removed: $6.4] [added: $5.2] and [removed: $8.3,] [added: $6.4,] respectively | | | [removed: 1,087.6] [added: 1,108.6] | | | | | | [removed: 1,013.2] [added: 1,087.6] | | |

| Inventories | | | [removed: 1,522.7] [added: 1,645.0] | | | | | | [removed: 1,708.0] [added: 1,522.7] | | |

| Prepaid income taxes | | | [removed: 17.5] [added: 18.8] | | | | | | [removed: 8.1] [added: 17.5] | | |

| Other current assets | | | [removed: 171.8] [added: 183.7] | | | | | | [removed: 165.4] [added: 171.8] | | |

| Total current assets | | | [removed: 3,020.9] [added: 3,211.9] | | | | | | [removed: 3,124.8] [added: 3,020.9] | | |

| Property and equipment, net | | | [removed: 1,011.1] [added: 1,056.6] | | | | | | [removed: 1,010.0] [added: 1,011.1] | | |

| Operating lease right-of-use assets | | | [removed: 270.2] [added: 279.2] | | | | | | [removed: 243.0] [added: 270.2] | | |

| Other assets | | | [removed: 160.7] [added: 150.3] | | | | | | [removed: 170.8] [added: 160.7] | | |

| Total assets | | | $ | [removed: 4,462.9] [added: 4,698.0] | | | | | [removed: 4,548.6] [added: 4,462.9] | | |

| Current portion of debt | | | $ | [removed: 60.0] [added: 75.0] | | | | | [removed: 201.8] [added: 60.0] | | |

| Accounts payable | | | [removed: 264.1] [added: 287.7] | | | | | | [removed: 255.0] [added: 264.1] | | |

| Accrued expenses | | | [removed: 241.0] [added: 225.6] | | | | | | [removed: 241.1] [added: 241.0] | | |

| Current portion of operating lease liabilities | | | [removed: 96.2] [added: 98.8] | | | | | | [removed: 91.9] [added: 96.2] | | |

| Total current liabilities | | | [removed: 661.3] [added: 687.1] | | | | | | [removed: 789.8] [added: 661.3] | | |

| Long-term debt | | | [removed: 200.0] [added: 125.0] | | | | | | [removed: 353.2] [added: 200.0] | | |

| Operating lease liabilities | | | [removed: 178.8] [added: 186.6] | | | | | | [removed: 155.2] [added: 178.8] | | |

| Deferred income taxes | | | [removed: 73.0] [added: 68.9] | | | | | | [removed: 83.7] [added: 73.0] | | |

| Other long-term liabilities | | | [removed: 1.0] [added: 14.1] | | | | | | [removed: 3.5] [added: 1.0] | | |

| Commitments and contingencies (Notes 5, 8, 9, and [removed: 10)] [added: 11)] | | | | | | | | | | | |

| Common stock: $0.01 par value, 800,000,000 shares authorized, [removed: 571,982,367] [added: 573,320,452] and [removed: 570,811,674] [added: 571,982,367] shares issued and outstanding, respectively | | | 5.7 | | | | | | 5.7 | | |

| Additional paid-in capital | | | [removed: 41.0] [added: 88.6] | | | | | | [removed: 3.6] [added: 41.0] | | |

| Retained earnings | | | [removed: 3,356.9] [added: 3,613.5] | | | | | | [removed: 3,218.7] [added: 3,356.9] | | |

| Accumulated other comprehensive loss | | | [removed: (54.8)] [added: (91.5)] | | | | | | [removed: (64.8)] [added: (54.8)] | | |

| Total stockholders' equity | | | [removed: 3,348.8] [added: $] | [added: 3,616.3] | | | | | [added: 3,348.8 | | | | | |] 3,163.2 | | |

| Total liabilities and stockholders' equity | | | $ | [removed: 4,462.9] [added: 4,698.0] | | | | | [removed: 4,548.6] [added: 4,462.9] | | |

Consolidated Statements of [removed: Earnings][added: Income]

(Amounts in millions except [removed: earnings] [added: income] per share)

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 7,346.7] [added: 7,546.0] | | | | | [removed: 6,980.6] [added: 7,346.7] | | | | | | [removed: 6,010.9] [added: 6,980.6] | | |

| Cost of sales | | | [removed: 3,992.2] [added: 4,144.1] | | | | | | [removed: 3,764.8] [added: 3,992.2] | | | | | | [removed: 3,233.7] [added: 3,764.8] | | |

| Gross profit | | | [removed: 3,354.5] [added: 3,401.9] | | | | | | [removed: 3,215.8] [added: 3,354.5] | | | | | | [removed: 2,777.2] [added: 3,215.8] | | |

| [removed: Operating] [added: Selling, general,] and administrative expenses | | | [removed: 1,825.8] [added: 1,891.9] | | | | | | [removed: 1,762.2] [added: 1,825.8] | | | | | | [removed: 1,559.8] [added: 1,762.2] | | |

February 6, 2025

| | | | 2024 | | | | | | 2023 | | |

| Net income | | | 1,150.6 | | | | | | 1,155.0 | | | | | | 1,086.9 | | |

| Net income | | | $ | 1,150.6 | | | | | 1,155.0 | | | | | | 1,086.9 | | |

| Stock-based compensation | | | 8.0 | | | | | | 7.3 | | | | | | 7.2 | | |

| Cash dividends paid | | | (893.3) | | | | | | (1,016.8) | | | | | | (711.3) | | |

We analyze historical trends, claims experience, and loss development patterns to ensure the appropriate loss development factors are applied to the incurred costs associated with the claims made.

Recently Adopted Accounting Pronouncements

We adopted ASU 2023-07 for the year ended December 31, 2024 and have applied the guidance retrospectively for all periods presented within the notes to the consolidated financial statements in this Form 10-K.

We are currently evaluating the impact that the adoption of ASU 2023-09 will have on our consolidated financial statements and disclosures and we anticipate adoption in our 2025 annual report on Form 10-K.

In November 2024, the FASB issued ASU 2024-03, *Disaggregation of Income Statement Expenses (DISE)*, which specifies additional disclosure requirements.

The new guidance requires additional disclosures, including the composition of certain income 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 we anticipate adoption in our 2027 annual report on Form 10-K.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | | | | | | | 2,586.5 | | | | | | 2,436.6 | | |

| | | | 2024 | | | | | | 2023 | | |

| | | | 2024 | | | | | | 2023 | | |

| Occupancy (1) | | | 8.5 | | | | | | 3.9 | | |

| Transportation (1) | | | 5.7 | | | | | | 5.4 | | |

| Other (1) | | | 24.1 | | | | | | 21.6 | | |

(1) In 2024, we disaggregated certain accrual category designations and have conformed the prior period amounts to the current year presentation.

In 2023, this included a special dividend of $0.38 per share paid in the fourth quarter.

| January 2, 2024 | | | 814,912 | | | | | | $ | 64.00 | | | | | $ | 63.550 | | | | | 766,463 | | | | | | 47,567 | | |

| Total | | | 9,869,384 | | | | | | | | | | | | | | | | | | 4,227,927 | | | | | | 1,780,331 | | |

| January 2, 2024 | | | 3.8% | | | | | | 5.00 | | | | | | 2.2% | | | | | | 28.44 | | % | | | | $ | 15.87 | |

| Outstanding as of January 1, 2024 | | | 4,974,078 | | | | | | $ | 38.70 | | | | | 5.99 | | |

| Granted | | | 814,912 | | | | | | $ | 64.00 | | | | | 9.00 | | |

| Exercised | | | (1,338,085) | | | | | | $ | 29.72 | | | | | | | |

| Cancelled/forfeited | | | (222,978) | | | | | | $ | 48.12 | | | | | | | |

| Outstanding as of December 31, 2024 | | | 4,227,927 | | | | | | $ | 45.93 | | | | | 6.28 | | |

| Exercisable as of December 31, 2024 | | | 1,780,331 | | | | | | $ | 38.08 | | | | | 4.94 | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

Net Income Per Share

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | 2024 | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | |

| Deferred income tax liabilities: | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | |

February 6, 2024

| | | | | | | | | | | | | | | | | | |

We have determined that for our North American regions we meet the aggregation criteria outlined in the accounting standards as these regions have similar: (1) economic characteristics, (2) products and services, (3) customers, (4) distribution channels, and (5) regulatory environments.

Considering our operations outside of North America represent less than 10% of our net sales, net earnings, or assets, we report as a single business segment.

This change will apply retrospectively to all periods presented.

| North America | | | 7,121.7 | | | | | | 6,751.5 | | | | | | 5,782.3 | | |

| *% of revenues* | | | 97.0 | | % | | | | *96.7* | | *%* | | | | *96.2* | | *%* |

| | | | | | | | | | 2,436.6 | | | | | | 2,311.4 | | |

| North America | | | 1,401.4 | | | | | | 1,383.8 | | |

| Other | | | 30.9 | | | | | | 32.2 | | |

| April 21, 2015 | | | 1,786,440 | | | | | | $ | 21.00 | | | | | $ | 20.630 | | | | | 54,552 | | | | | | 54,552 | | |

| Total | | | 10,840,912 | | | | | | | | | | | | | | | | | | 4,974,078 | | | | | | 2,197,022 | | |

| April 21, 2015 | | | 1.3% | | | | | | 5.00 | | | | | | 2.7% | | | | | | 26.84 | | % | | | | $ | 3.68 | |

| Outstanding as of January 1, 2022 | | | 5,173,270 | | | | | | $ | 30.23 | | | | | 6.08 | | |

| Granted | | | 713,438 | | | | | | $ | 62.00 | | | | | 9.00 | | |

| Exercised | | | (346,992) | | | | | | $ | 26.78 | | | | | | | |

| Cancelled/forfeited | | | (164,980) | | | | | | $ | 40.00 | | | | | | | |

| Outstanding as of December 31, 2022 | | | 5,374,736 | | | | | | $ | 34.37 | | | | | 5.66 | | |

| Exercisable as of December 31, 2022 | | | 2,437,636 | | | | | | $ | 27.14 | | | | | 4.30 | | |

Our employees in Canada may participate in a Registered Retirement Savings Plan.

| Settlements | | | — | | | | | | (0.5) | | |

| 2024 | | | $ | 86.1 | | | | | 14.2 | | | | | | 100.3 | | |

| 2025 | | | 65.1 | | | | | | 12.1 | | | | | | 77.2 | | |

| 2026 | | | 43.3 | | | | | | 8.9 | | | | | | 52.2 | | |

| 2027 | | | 26.5 | | | | | | 5.1 | | | | | | 31.6 | | |

| 2028 | | | 14.7 | | | | | | 3.1 | | | | | | 17.8 | | |

| 2029 and thereafter | | | 13.0 | | | | | | 1.5 | | | | | | 14.5 | | |

| Total lease payments | | | $ | 248.7 | | | | | 44.9 | | | | | | 293.6 | | |

| Senior unsecured promissory notes payable, Series F | | | 1.69 | | % | | | | June 24, 2023 | | | | | | — | | | | | | 70.0 | | |

| 2024 | | | $ | 60.0 | |

| Total | | | $ | 260.0 | |

Based on this evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective 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 [removed: SEC] [added: Securities and Exchange Commission] rules and forms, and is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure.

[removed: The company's] [added: Fastenal's] internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

[removed: The company's] [added: Our] internal control over financial reporting includes those policies and procedures that:

(i)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of [removed: the assets of the company;][added: our assets;]

(ii)provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that [added: our] receipts and expenditures [removed: of the company] are being made only in accordance with authorizations of [added: our] management and [removed: directors of the company;] [added: directors;] and

(iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of [removed: the company's] [added: our] assets that could have a material effect on the financial statements.

Based on our assessment and those criteria, management believes that [removed: the company] [added: we] maintained effective internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

There was no change in [removed: the company's] [added: our] internal control over financial reporting during [removed: the company's] [added: our] most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, [removed: the company's] [added: our] internal control over financial reporting.

| [removed: President and] Chief Executive Officer | | | | | | Senior Executive Vice President and Chief Financial Officer | | |

| February 6, 2025 | | | | | | | | |

| February 6, 2024 | | | | | | | | |

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 December 31, [removed: 2023.][added: 2024.]

We are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 5.03 "Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year" and Item 9.01 "Financial Statements and Exhibits."

On February 2, 2024, our board of directors amended and restated our by-laws as a result of a periodic review of best practices and the SEC's adoption of the universal proxy rules.

The amendments:

(i)Make certain limited updates to the procedural mechanics for meetings of shareholders and clarify that the chair of a shareholder meeting may adjourn a meeting for any reason;

(ii)Include express authorization of electronic and telephonic proxies and add a requirement that a shareholder soliciting proxies must use a proxy card color other than white, in order to avoid shareholder confusion; and

(iii)Make various other conforming, technical, and non-substantive changes.

The foregoing description of the amended and restated by-laws is not complete and is qualified by reference to the full text of the amended and restated by-laws, a copy of which is filed as Exhibit 3.2 hereto and incorporated herein by reference.

Information regarding our executive officers is included under the heading "Information about our Executive Officers" in Part I, Item 1 of this Form 10-K.

Information about our Executive Officers

As of the date of filing this Form 10-K, the following individuals were executive officers of the Company:

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | Employee of Fastenal Since | | | | | | Age | | | | | | Position | | |

| Daniel L. Florness | | | 1996 | | | | | | 60 | | | | | | President, Chief Executive Officer, and Director | | |

| Anthony P. Broersma | | | 2003 | | | | | | 44 | | | | | | Executive Vice President – Operations | | |

| William J. Drazkowski | | | 1995 | | | | | | 52 | | | | | | Executive Vice President – Sales | | |

| James C. Jansen | | | 1992 | | | | | | 53 | | | | | | Executive Vice President – Manufacturing | | |

| Holden Lewis | | | 2016 | | | | | | 54 | | | | | | Senior Executive Vice President and Chief Financial Officer | | |

| Sheryl A. Lisowski | | | 1994 | | | | | | 56 | | | | | | Executive Vice President – Chief Accounting Officer and Treasurer | | |

| Charles S. Miller | | | 1999 | | | | | | 49 | | | | | | Senior Executive Vice President – Sales | | |

| Noelle J. Oas | | | 2015 | | | | | | 39 | | | | | | Executive Vice President – Human Resources | | |

| John L. Soderberg | | | 1993 | | | | | | 52 | | | | | | Senior Executive Vice President – Information Technology | | |

| Jeffery M. Watts | | | 1996 | | | | | | 52 | | | | | | Chief Sales Officer | | |

Mr. Florness has been our president and chief executive officer since January 2016.

From December 2002 to December 2015, Mr. Florness was our executive vice president and chief financial officer.

From June 1996 to November 2002, Mr. Florness was our chief financial officer.

During his time as chief financial officer, Mr. Florness' responsibilities expanded beyond finance, including leadership of a portion of our manufacturing division, our product development and procurement, and the company's national accounts business.

Mr. Florness has served as one of our directors since January 2016.

Mr. Broersma has been our executive vice president – operations since October 2023.

Mr. Broersma’s responsibilities include oversight of our supply chain, compliance, supplier development, content, property management, eCommerce, supply to fulfillment distribution, and logistics operations of the company.

From June 2022 to October 2023, Mr. Broersma served as our senior vice president – operations.

From February 2021 to June 2022, Mr. Broersma was our vice president of procurement and supply chain.

From February 2016 to February 2021, Mr. Broersma served as our vice president of international operations, leading all global operations.

From December 2012 to February 2016, Mr. Broersma was the regional vice president for our continental Europe locations, while living in the Czech Republic.

From February 2011 to December 2012, Mr. Broersma served as the director of Asian operations, while living in Shanghai, China.

From December 2007 to February 2011, Mr. Broersma served as the regional operations manager of our distribution center located in Scranton, PA.

Mr. Broersma joined Fastenal in 2003 and, prior to 2007, served in various roles of increasing responsibility within our branch locations.

Mr. Drazkowski has been our executive vice president - sales since October 2019.

Mr. Drazkowski's responsibilities include oversight of national accounts, government and industry specific sales, support, and development teams.

From October 2019 to October 2023, Mr. Drazkowski oversaw our Western United States business.

From December 2016 to September 2019, Mr. Drazkowski was executive vice president – national accounts sales.

From October 2014 to December 2016, Mr. Drazkowski was our vice president – national accounts sales, from September 2013 to September 2014, he served as regional vice president of our Minnesota based region, and from November 2007 to August 2013, he served as one of our district managers.

Prior to November 2007, Mr. Drazkowski served in various sales leadership roles at our company.

Mr. Jansen has been our executive vice president – manufacturing since January 2016.

Mr. Jansen's responsibilities include oversight of our industrial services, quality assurance, aerospace, manufacturing operations, and EHS management.

From December 2010 to December 2015, Mr. Jansen was our executive vice president - operations.

From November 2007 to December 2010, Mr. Jansen was our executive vice president – internal operations.

From May 2005 to November 2007, Mr. Jansen served as our leader of systems development (this role encompassed both information systems and distribution systems development).

| Equity compensation plans approved by security holders (1) | | | 4,227,927 | | | | | | $ | 45.93 | | | | | 10,282,849 | | |

| Total | | | 4,227,927 | | | | | | | | | | | | 10,282,849 | | |

| Equity compensation plans approved by security holders (1) | | | 4,974,078 | | | | | | $ | 38.70 | | | | | 10,877,707 | | |

| Total | | | 4,974,078 | | | | | | | | | | | | 10,877,707 | | |

| | | | Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | |

| | | | Consolidated Statements of [removed: Earnings] [added: Income] for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | |

| | | | Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | |

| | | | Consolidated Statements of Stockholders' Equity for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | |

| | | | Consolidated Statements of Cash Flows for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | |

| | | | 3.1 | | | | | | [Restated Articles of Incorporation of Fastenal Company, as amended (incorporated by reference to Exhibit 3.1 to Fastenal Company's Form 8-K dated as of April [removed: 22, 2019)](https://www.sec.gov/Archives/edgar/data/815556/000081555619000032/ex_314232019amendedarticle.htm)] [added: 25, 2024)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000021/fast04292024exhibit31.htm)] | | | | | |

| | | | 3.2 | | | | | | [Restated By-Laws of Fastenal Company dated as of February 2, 2024 [removed: (filed herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit3_2.htm)] [added: (incorporated by reference to Exhibit 3.2 to Fastenal Company's Form 10-K for fiscal year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit3_2.htm)] | | | | | |

| | | | [removed: 4.1] [added: 4.2] | | | | | | [Form of Senior Notes due [removed: March 1, 2024] [added: May 15, 2025] (incorporated by reference to Exhibit 4.1 to Fastenal Company's Form 10-Q for the quarter ended [removed: March 31, 2017)](http://www.sec.gov/Archives/edgar/data/815556/000081555617000021/fast33117ex_41.htm)] [added: June 30, 2020)](https://www.sec.gov/Archives/edgar/data/815556/000081555620000056/fast6302020ex41.htm)] | | | | | |

| | | | [removed: 4.2] [added: 4.1] | | | | | | [Description of Capital Stock [removed: (filed herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit042.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit041.htm)[filed herewith](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit041.htm)[)](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit041.htm)] | | | | | |

| | | | 4.3 | | | | | | [Form of Senior Notes due May 15, [removed: 2025] [added: 2027] (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to Fastenal Company's Form 10-Q for the quarter ended June 30, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/815556/000081555620000056/fast6302020ex41.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/815556/000081555620000056/fast6302020ex42.htm)] | | | | | |

| | | | 4.4 | | | | | | [Form of Senior Notes due [removed: May 15, 2027] [added: June 24, 2026] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.4] to Fastenal Company's Form 10-Q for the quarter ended June 30, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/815556/000081555620000056/fast6302020ex42.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/815556/000081555620000056/fast6302020ex44.htm)] | | | | | |

| | | | 4.5 | | | | | | [Form of Senior Notes due June 24, [removed: 2026] [added: 2030] (incorporated by reference to Exhibit [removed: 4.4] [added: 4.5] to Fastenal Company's Form 10-Q for the quarter ended June 30, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/815556/000081555620000056/fast6302020ex44.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/815556/000081555620000056/fast6302020ex45.htm)] | | | | | |

| | | | [removed: 4.6] [added: 21] | | | | | | [removed: [Form] [added: [List] of [removed: Senior Notes due June 24, 2030] [added: Subsidiaries] (incorporated by reference to Exhibit [removed: 4.5] [added: 21] to Fastenal Company's Form [removed: 10-Q for the quarter] [added: 10-K for](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit21.htm) [fiscal](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit21.htm) [year] ended [removed: June 30, 2020)](https://www.sec.gov/Archives/edgar/data/815556/000081555620000056/fast6302020ex45.htm)] [added: December 31, 2023)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit21.htm)] | | | | | |

| | | | 10.1 | | | | | | [Bonus Program for Executive Officers* (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit101.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit101.htm)] | | | | | |

| | | | 10.2 | | | | | | [Fastenal Company Stock Option Plan as amended and restated effective as of April 24, 2018.* [removed: (filed herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast12312023exhibit102.htm)] [added: (incorporated by reference to Exhibit 10.2 to Fastenal Company's 10-K for fiscal year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast12312023exhibit102.htm)] | | | | | |

| | | | 10.4 | | | | | | [Fastenal Company Non-Employee Director Stock Option Plan as amended and restated effective December 20, 2021 (incorporated by reference to Exhibit 10.4 to Fastenal Company's 10-K for fiscal year ended December 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/815556/000081555622000011/fast1231202110-kaexhibit104.htm)[1](https://www.sec.gov/Archives/edgar/data/815556/000081555622000011/fast1231202110-kaexhibit104.htm)[).*](https://www.sec.gov/Archives/edgar/data/815556/000081555622000011/fast1231202110-kaexhibit104.htm)] [added: 2021).*](https://www.sec.gov/Archives/edgar/data/815556/000081555622000011/fast1231202110-kaexhibit104.htm)] | | | | | |

| | | | 10.6 | | | | | | [First Amendment to Amended and Restated Credit Agreement, dated as of January 20, 2023, by and among Fastenal Company, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent [removed: (](https://www.sec.gov/Archives/edgar/data/815556/000081555623000009/fast1231202210-kexhibit106.htm)[i](https://www.sec.gov/Archives/edgar/data/815556/000081555623000009/fast1231202210-kexhibit106.htm)[ncorporated] [added: (incorporated] by reference to Exhibit [removed: 10.6](https://www.sec.gov/Archives/edgar/data/815556/000081555623000009/fast1231202210-kexhibit106.htm) [to] [added: 10.6 to] Fastenal [removed: Compan](https://www.sec.gov/Archives/edgar/data/815556/000081555623000009/fast1231202210-kexhibit106.htm)[y's] [added: Company's] Form [removed: 10-K](https://www.sec.gov/Archives/edgar/data/815556/000081555623000009/fast1231202210-kexhibit106.htm) [dated] [added: 10-K dated] February 7, 2023).](https://www.sec.gov/Archives/edgar/data/815556/000081555623000009/fast1231202210-kexhibit106.htm) | | | | | |

| | | | 23 | | | | | | [Consent of Independent Registered Public Accounting Firm (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit23.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit23.htm)] | | | | | |

| | | | 31 | | | | | | [Certifications under Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit31.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit31.htm)] | | | | | |

| | | | 32 | | | | | | [Certification under Section 906 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit32.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit32.htm)] | | | | | |

| | | | 97 | | | | | | [Compensation Forfeiture, Recovery, and True-up Policy of Fastenal Company dated as of October 11, 2023 [removed: (filed herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit97.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit97.htm)[incorporated b](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit97.htm)[y reference to Exhibit 97 to Fastenal Company's Form 10-K](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit97.htm) [for fiscal year ended](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit97.htm) [December 31, 2023](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit97.htm)[)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit97.htm)] | | | | | |

| | | | 101 | | | | | | The following financial statements from the [removed: Annual Report] [added: annual report] on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of [removed: Earnings,] [added: Income,] (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, [removed: and] (vi) Notes to Consolidated Financial [removed: Statements.] [added: Statements, and (vii) the information set forth in Part II, Item 9B.] | | | | | |

| | | | 104 | | | | | | The cover page from the [removed: Annual Report] [added: annual report] on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] formatted in Inline XBRL. | | | | | |

Years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

| Allowance for credit losses | | | [removed: $] [added: $] | [removed: 8.3] [added: 8.3] | | | | | [removed: 2.2] [added: 2.2] | | | | | | [removed: —] [added: —] | | | | | | [removed: 4.1] [added: 4.1] | | | | | | [removed: 6.4] [added: 6.4] | | |

| Insurance reserves | | | [removed: $] [added: $] | [removed: 40.4] [added: 40.4] | | | | | [removed: 86.2] [added: 86.2] | | | [removed: (1)] [added: (1)] | | | [removed: —] [added: —] | | | | | | [removed: 86.5] [added: 86.5] | | | [removed: (2)] [added: (2)] | | | [removed: 40.1] [added: 40.1] | | |

| Year ended December 31, [removed: 2021] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowance for credit losses | | | [removed: $] [added: $] | [removed: 12.3] [added: 6.4] | | | | | [removed: 2.5] [added: 1.3] | | | | | | [removed: —] [added: —] | | | | | | [removed: 2.8] [added: 2.5] | | | | | | [removed: 12.0] [added: 5.2] | | |

| | | | 19 | | | | | | [Fastenal Company and Subsidiaries Securities Trading Policy](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit19.htm) [dated as of](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit19.htm) [January 1, 2024](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit19.htm) [(filed herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit19.htm) | | | | | |

| Insurance reserves | | | $ | 40.1 | | | | | 102.4 | | | (1) | | | — | | | | | | 102.2 | | | (2) | | | 40.3 | | |

| | | | 21 | | | | | | [List of Subsidiaries (filed herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit21.htm) | | | | | |

| Insurance reserves | | | $ | 41.0 | | | | | 78.6 | | | (1) | | | — | | | | | | 83.9 | | | (2) | | | 35.7 | | |

| Date: | | | | | | February 6, [removed: 2024] [added: 2025] | | |

| | | | | | | Daniel L. Florness, [removed: President and] Chief Executive Officer | | |

| /s/ Daniel L. Florness | | | | | | | | | /s/ Holden Lewis | | | [added: | | |]

| Daniel L. Florness, [removed: President and] Chief Executive Officer (Principal Executive [removed: Officer),] [added: Officer)] and Director | | | | | | | | | Holden Lewis, Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | [added: | | |]

| /s/ Sheryl A. Lisowski | | | | | | | | | | | | [added: | | |]

| Sheryl A. Lisowski, Executive Vice President - Chief Accounting Officer and Treasurer (Principal Accounting Officer) | | | | | | | | | | | | [added: | | |]

| Scott A. Satterlee, Director (Chair) | | | | | | | | | [removed: Daniel L. Johnson,] [added: Hsenghung Sam Hsu,] Director | | | [added: | | |]