Fastenal (FAST) 10-K risk factor changes: FY2025 vs FY2024

Our ability to process orders, maintain proper levels of inventories, collect accounts receivable, pay expenses, and maintain the security of 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 [removed: information technology] [added: IT] systems.

Our ability to successfully attract, develop, and retain qualified personnel to staff our selling locations could impact labor costs, sales at existing selling locations, and the successful execution of our growth drivers. Our success depends in part on our ability to attract, motivate, and retain a sufficient number of qualified employees, including inside and outside branch associates, Onsite managers, [removed: national] [added: contract] account sales representatives, and logistical and administrative support personnel, who understand and appreciate our culture and are able to adequately represent this culture to our customers.

Changes in customer or product mix, downward pressure on sales prices, [added: an inability to capture price increases in response to increased costs associated with tariffs,] and changes in volume or timing of orders have caused and could continue to cause our gross profit percentage to fluctuate or decline in the future. Changes in our customer and product mix have caused our gross profit percentage to decline and could cause our gross profit percentage to further fluctuate or decline.

For example, we have experienced a sustained increase in the proportion of our sales attributable to both non-fastener products and [removed: national] [added: contract] accounts and Onsite customers.

Similarly, [removed: national] [added: contract] accounts and Onsite customers typically have a lower gross profit percentage than smaller customers by virtue of their scale, available business, and broader offering of products which typically have lower gross profit percentages.

[removed: A] [added: In 2025, the] softer manufacturing economy [removed: caused] [added: continued to cause] relative weakness in our more cyclical and higher gross margin fastener product line versus our non-fastener product lines.

Similarly, we continued to execute initiatives aimed at accelerating key account penetration, which resulted in relative growth in our lower gross margin [removed: national account and Onsite customers.][added: contract accounts.]

The combination of these two events produced pressure on our product gross profit percentage in [removed: 2024] [added: 2025] from product and customer mix.

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

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 eBusiness capabilities), [removed: Onsites, national] [added: contract] accounts, international capabilities, and process and consumption analytics.

Failure to achieve any of our goals regarding our Digital Footprint, [removed: Onsites, national] [added: contract] accounts, international capabilities, analytics, or other growth drivers could negatively impact our long-term sales and profit growth.

Any decision to continue to pay quarterly dividends on our common stock, to increase those dividends, or to purchase our common stock in the future will be based upon our financial condition and results of operations, the price of our common stock, credit conditions, [added: recommendations of management,] and such other factors as are deemed relevant by our board of directors.

A downturn in either the national or local economies where we operate, or in the principal markets served by us, or changes in any of the other factors described above, could negatively impact sales at our [removed: in-market] [added: selling] locations, sales through our other selling channels, and the level of profitability of those [removed: in-market] [added: selling] locations and other selling channels.

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

Within North America, we believe the potential market opportunity for industrial vending is approximately 1.7 million devices and we have identified over [removed: 11,000] [added: 13,000] customer locations with the potential to implement our Onsite service model within our traditional manufacturing and construction customer base.

Further, our future effective tax rates in any of these jurisdictions could be affected, positively or negatively, by changing tax priorities, changes in statutory rates, and/or changes in tax laws or the interpretation thereof, including any changes resulting from the new presidential administration in the U.S. In [removed: 2022,] [added: 2025,] the [removed: Inflation Reduction] [added: One Big Beautiful Bill] Act was passed, which contained tax-related provisions.

Tight credit markets could impact our ability to obtain financing on reasonable terms or increase the cost of existing or future financing and interest rate fluctuations could adversely impact our results. As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $200.0] [added: $125.0] of outstanding debt obligations, all in the form of senior unsecured promissory notes issued under our master note agreement (the Master Note Agreement).

The notes issued under our Master Note Agreement carry a fixed interest rate and consist of [removed: four] [added: three] series and are described in further detail in Note 9 of the Notes to Consolidated Financial Statements in this Form 10-K.

We also have borrowing capacity under our revolving credit facility (the Credit Facility) of $835.0, but no loans were outstanding as of December 31, [removed: 2024.][added: 2025.]

We currently have the capacity under [removed: our] [added: the] Credit Facility and Master Note Agreement to increase borrowings in the future to finance stock purchases, dividends, capital expenditures, working capital additions, acquisitions, or other investments.

Should we seek to increase our borrowings during periods of volatility and disruption in the [removed: U.S.] [added: financial and] credit markets, financing may become more costly and more difficult to obtain.

This was not a material consideration in [removed: 2024.][added: 2025.]

The cost of servicing any existing balances on [removed: our] [added: the] Credit Facility could increase if interest rates increase due to the SOFR-based interest rate provided for under [removed: our] [added: the] Credit Facility.

We may not be successful in adopting and integrating emerging technologies. Our ability to maintain and enhance our competitive position depends in part on our capacity to adopt and integrate emerging technologies, including AI and advanced analytics, into our operations, customer solutions, and supply chain management.

If we fail to identify, develop, or implement relevant technologies in a timely and cost-effective manner, or if such technologies do not deliver the anticipated benefits, our business operations, customer experience, and financial performance could be adversely affected.

Additionally, our competitors may leverage these technologies more effectively, which could result in a loss of market share.

The evolving regulatory landscape surrounding AI and data usage may also introduce compliance risks and additional costs.

These factors could materially and adversely impact our business, financial condition, and results of operations.

In 2025, tariff rates increased on many of the parts we sell.

Additionally, new tariffs were enacted.

In 2025, our incentive compensation programs did not leverage during the year due to increased sales and pretax profit growth compared to contraction or very low growth in most periods of 2024.

As previously disclosed, on December 19, 2025, Mr. Florness informed our board of directors of his decision to voluntarily step out of his role as our chief executive officer, effective as of the CEO Transition Date, and his decision to resign from our board of directors, effective as of the CEO Transition Date.

On December 19, 2025, our board of directors also appointed Mr. Watts, our current president and chief sales officer, as the next chief executive officer of Fastenal, effective as of the CEO Transition Date.

If we are unable to manage this transition effectively, our operations may be disrupted.

In 2025, our results continued to be impacted by soft manufacturing sector business conditions.

Since February 2025, the U.S. government has imposed additional duties and tariffs in an effort to promote U.S. production of goods and improved trade balance with our global trading partners.

This environment has been very fluid, resulting in several changes to the duties and tariffs enacted throughout the year.

Certain of the duties and tariffs enacted are being challenged from a legal perspective.

We are closely monitoring these developments, which could have an adverse impact on our business and financial results.

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.

The primary variable affecting our results in 2024 was a softening in manufacturing sector business conditions.

In

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.

This section of [removed: this] [added: the] Form 10-K generally discusses [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-to-year comparisons [removed: for the current year and] [added: between] the [removed: prior year.][added: years.]

Fastenal is a [removed: North American] [added: global] leader in the wholesale distribution of industrial and construction supplies.

We distribute these supplies through a network of [removed: more than 3,600 in-market] [added: approximately 1,600 branch] locations.

Sales to these customers include products for both [removed: OEM,] [added: direct materials,] where our products are consumed in the final products of our customers, and [removed: MRO,] [added: indirect materials,] where our products are consumed to support the facilities and ongoing operations of our customers.

We also service general and commercial contractors in non-residential end markets as well as farmers, truckers, railroads, oil exploration companies, oil production and refinement companies, mining companies, federal, state, and local [removed: governmental] [added: government] entities, schools, [added: warehouse] and [added: storage, data centers, and] certain retail trades.

Geographically, our [removed: branches, Onsite locations,] [added: selling locations] and customers are primarily located in North America, though we continue to grow our non-North American presence as well.

Third, many customers prefer to reduce their number of [removed: MRO] [added: indirect] and [removed: OEM] [added: direct] suppliers to simplify their business, while also utilizing various technologies and models (including our local branches when they need something quickly or unexpectedly) to improve availability and reduce waste.

| | | | [removed: 2024 | | | | | | 2023 | | | | | | YOY Change] [added: 2025] | | | | | | [removed: 2022] [added: 2024] | | | | | | YOY Change | | |

| Business days | | | [removed: 255 | | | | | | 253 | | | | | |] [added: 254] | | | | | | [removed: 254] [added: 255] | | | | | | | | |

| *% of net sales* | | | [removed: 45.1] [added: 45.0] | | % | | | | [removed: *45.7* | | *%* | | | | | | | | | | *46.1*] [added: *45.1*] | | *%* | | | | | | |

| *% of net sales* | | | [removed: 25.1] [added: 24.8] | | % | | | | [removed: *24.9* | | *%* | | | | | | | | | | *25.2*] [added: *25.1*] | | *%* | | | | | | |

| *% of net sales* | | | [removed: 20.0] [added: 20.2] | | % | | | | [removed: *20.8* | | *%* | | | | | | | | | | *20.8*] [added: *20.0*] | | *%* | | | | | | |

| Income before income taxes | | | $ | [removed: 1,508.1 | | | | | 1,522.0 | | | | | | \-0.9 |] [added: 1,655.0] | [removed: %] | | | | [removed: $] [added: 1,508.1] | [removed: 1,440.0] | | | | | [removed: 5.7] [added: 9.7] | | % |

| *% of net sales* | | | [removed: 20.0] [added: 20.2] | | % | | | | [removed: *20.7* | | *%* | | | | | | | | | | *20.6*] [added: *20.0*] | | *%* | | | | | | |

| Diluted net income per share | | | [removed: $ | 2.00 | | | | | 2.02] [added: 9.2] | | [added: %] | | | | \-0.6 | | % | [removed: | | | $ | 1.89 | | | | | 6.7 | | % |]

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

The Institute for Supply Management's Purchasing Manager's Index (PMI) for the U.S. averaged [removed: 48.3] [added: 48.9] for the full year and remained below 50, the threshold demarcating manufacturing growth or contraction, in [removed: 11] [added: 10] out of 12 months.

We continued to expand our installed base of [removed: Onsites and] FMI technology and lift the proportion of sales that run through our Digital Footprint.

[removed: On the other hand, asset] [added: Asset] efficiency [removed: remained stable] [added: improved] from the preceding year and we generated good cash flow.

The table below summarizes our absolute and [removed: full-time] [added: full time] equivalent (FTE; based on 40 hours per week) employee headcount, [removed: our investments related to in-market locations (defined as the sum of the total] number of branch [removed: locations and the total] [added: locations,] number of [removed: active Onsite locations),] [added: customer sites summarized by monthly spend band,] and weighted FMI devices at the end of the periods presented and the percentage change compared to the end of the prior period.

| | | | Q4 [removed: 2024] [added: 2025] | | | | | | Q4 [removed: 2023] [added: 2024] | | | | | | Twelve-month % Change | | |

| Selling personnel \- absolute employee headcount [added: (1)] | | | [removed: 16,712] [added: 17,166] | | | | | | [removed: 16,512] [added: 16,669] | | | | | | [removed: 1.2] [added: 3.0] | | % |

| Selling personnel - FTE employee headcount [added: (1)] | | | [removed: 15,055] [added: 15,439] | | | | | | [removed: 15,070] [added: 15,014] | | | | | | [removed: \-0.1] [added: 2.8] | | % |

| Total personnel - absolute employee headcount | | | [removed: 23,702] [added: 24,489] | | | | | | [removed: 23,201] [added: 23,702] | | | | | | [removed: 2.2] [added: 3.3] | | % |

| Total personnel - FTE employee headcount | | | [removed: 20,958] [added: 21,602] | | | | | | [removed: 20,721] [added: 20,958] | | | | | | [removed: 1.1] [added: 3.1] | | % |

| Number of branch locations | | | [removed: 1,597] [added: 1,595] | | | | | | 1,597 | | | | | | [removed: —] [added: \-0.1] | | % |

| Weighted FMI devices (MEU installed count) | | | [removed: 126,957] [added: 136,638] | | | | | | [removed: 113,138] [added: 126,957] | | | | | | [removed: 12.2] [added: 7.6] | | % |

During the last twelve months, we increased our total FTE employee headcount by [removed: 237.][added: 644.]

Our total FTE selling [removed: and sales support] personnel [removed: decreased] [added: increased] by [removed: 15.][added: 425 to support growth and sales initiatives to target customer acquisition.]

We had an increase in our distribution and transportation FTE personnel of [removed: 115] [added: 59] to support increased product throughput at our distribution facilities.

We had an increase in our remaining FTE personnel of [removed: 137,] [added: 160,] which related primarily to personnel investments in [removed: manufacturing,] [added: IT,] quality control, [removed: IT,] and [removed: business analytics.][added: supply chain support.]

CURRENT YEAR RESULTS ENDED [removed: 2024][added: 2025]

| Gross profit | | | [removed: 45.1] [added: 45.0] | | % | | | | [removed: 45.7] [added: 45.1] | | % |

| SG&A expenses | | | [removed: 25.1] [added: 24.8] | | % | | | | [removed: 24.9] [added: 25.1] | | % |

| Operating income | | | [removed: 20.0] [added: 20.2] | | % | | | | [removed: 20.8] [added: 20.0] | | % |

| Net interest [removed: expense] | | | 0.0 | | % | | | | [removed: \-0.1] [added: 0.0] | | % |

| Income before income taxes | | | [removed: 20.0] [added: 20.2] | | % | | | | [removed: 20.7] [added: 20.0] | | % |

| Note – Amounts may not foot due to [removed: rounding difference.] [added: rounding.] | | | | | | | | | | | |

| Net sales | | | $ | [removed: 7,546.0] [added: 8,200.5] | | | | | [removed: 7,346.7] [added: 7,546.0] | | |

| Percentage change | | | [removed: 2.7] [added: 8.7] | | % | | | | [removed: 5.2] [added: 2.7] | | % |

Discussions of 2023 comparisons can be found in our 2024 Annual Report filed with the SEC.

The global economy continues to experience elevated levels of volatility and uncertainty, including within the commodity, labor, and transportation markets, driven by a combination of geopolitical developments and macroeconomic factors.

Recent imposition of new and expanded tariffs have further contributed to disruptions in global capital markets and global supply chains.

These developments may impact our operations, financial condition, and results of operations.

We are actively monitoring economic conditions in the U.S. and internationally, including the potential ramifications of evolving trade policies, changes in interest rates, foreign currency exchange rate fluctuations, inflationary pressures, and the risk of a global or regional economic recession.

In response to these factors, we have implemented various strategies designed to mitigate certain adverse effects of changing inflationary conditions and supply chain challenges, while continuing to maintain market price competitiveness and price/cost neutrality.

Historically, our broad and diverse customer base combined with our ability to innovate with our customers have provided a degree of resilience during periods of economic contraction in the industrial market.

However, the ultimate impact of ongoing macroeconomic conditions, including recent tariff-related developments, remains uncertain and cannot be predicted at this time.

| Net sales | | | $ | 8,200.5 | | | | | 7,546.0 | | | | | | 8.7 | | % |

| Daily sales | | | $ | 32.3 | | | | | 29.6 | | | | | | 9.1 | | % |

| SG&A expenses | | | $ | 2,035.5 | | | | | 1,891.9 | | | | | | 7.6 | | % |

| Operating income | | | $ | 1,655.7 | | | | | 1,510.0 | | | | | | 9.6 | | % |

Market conditions were sluggish in our key markets in 2025.

Business activity as measured by U.S. Industrial Production increased 1.2% in the first 11 months of 2025 over 2024.

In 2025, the market provided minimal contribution, tariff related pricing contributed 170 to 200 basis points, and the primary factor contributing to our daily sales growth of 9.1% was share gains.

In 2025, our growth was the result of improved customer contract signings with large key account customers and fastener products.

In a fluid tariff environment, our gross profit was well managed.

We improved our profitability, which resulted in higher incentive compensation and we invested in technology solutions to drive efficiency; however, we leveraged our SG&A expenses resulting in a 20 basis point improvement in operating margin.

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

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

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

| Number of $50k+ customer sites | | | 2,657 | | | | | | 2,330 | | | | | | 14.0 | | % |

| Number of $10k+ customer sites | | | 11,712 | | | | | | 10,837 | | | | | | 8.1 | | % |

| Number of $5k-$10k customer sites | | | 7,067 | | | | | | 6,948 | | | | | | 1.7 | | % |

| Number of <$5k customer sites | | | 73,357 | | | | | | 82,650 | | | | | | \-11.2 | | % |

| (1) | | | In the fourth quarter of 2024, we realigned certain employees as a result of a routine review of our organizational structure. While there was no change to total absolute or total FTE headcount, it produced minor shifts between headcount categories. Historical numbers have been adjusted to reflect this realignment. | | |

| | | | 2025 | | | | | | 2024 | | |

Changes in product pricing resulted in 170 to 200 basis points of growth in net sales in 2025.

First, we signed 25,892 FMI MEUs, meeting our goal of 25,000 to 26,000 MEU.

This measure reached 62.4% in December 2025.

Lastly, we achieved meaningful growth in both our average spend per customer site and the number of customer sites spending $5k or more per month.

From a product portfolio standpoint, we classify our offerings into three primary categories: fasteners, safety supplies, and other product lines.

Prior to the fourth quarter of 2025, our fastener reporting focused on the segmentation of original equipment manufacturing (OEM) and maintenance, repair, and operations (MRO) fasteners.

In 2024, we enhanced our analytical capabilities through significant investments in our customer master data management system, which has enabled us to deliver more granular insights into our customer site performance starting in 2025.

With continued investment in these improvements throughout 2025, starting in the fourth quarter of 2025, we are able to share a more comprehensive breakdown of our direct (OEM/production) business and our indirect (MRO/facilities maintenance) business.

This extends beyond fasteners to include a broader range of product categories and gives more accurate insights into our product sales.

Direct materials are products that become incorporated into a finished good or directly support a customer's production processes.

This category includes items such as production fasteners, cutting tools, abrasives, certain types of non-fasteners, hardware, and other goods essential to manufacturing throughput.

Indirect materials support customers' facility operations, maintenance, and safety needs but are not directly traceable to a finished good.

These include fasteners, maintenance tools, safety solutions, janitorial supplies, and other items that sustain facility uptime and operational continuity.

Discussions of 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, 2023.

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

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

| 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 | | % |

| Gross profit | | | $ | 3,401.9 | | | | | 3,354.5 | | | | | | 1.4 | | % | | | | $ | 3,215.8 | | | | | 4.3 | | % |

| SG&A expenses | | | $ | 1,891.9 | | | | | 1,825.8 | | | | | | 3.6 | | % | | | | $ | 1,762.2 | | | | | 3.6 | | % |

| Operating income | | | $ | 1,510.0 | | | | | 1,528.7 | | | | | | \-1.2 | | % | | | | $ | 1,453.6 | | | | | 5.2 | | % |

| Net income | | | $ | 1,150.6 | | | | | 1,155.0 | | | | | | \-0.4 | | % | | | | $ | 1,086.9 | | | | | 6.3 | | % |

We saw modest economic contraction in our key markets in 2024.

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.

| Number of active Onsite locations | | | 2,031 | | | | | | 1,822 | | | | | | 11.5 | | % |

| Number of in-market locations | | | 3,628 | | | | | | 3,419 | | | | | | 6.1 | | % |

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.

The table below summarizes the number of branches opened and closed, net of conversions, as well as the number of Onsites activated and closed, net of conversions during the periods presented.

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

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

| | | | Twelve-month Period | | | | | | | | |

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

| Branch openings | | | 11 | | | | | | 10 | | |

| Branch closures, net of conversions | | | (11) | | | | | | (96) | | |

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

| Onsite activations | | | 343 | | | | | | 329 | | |

| Onsite closures, net of conversions | | | (134) | | | | | | (130) | | |

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

Our in-market network forms the foundation of our business strategy.

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

This has reflected significant growth in Onsites and, to a lesser degree, international branches, which has more than overcome a meaningful decline in our traditional branch network from a strategic rationalization that aligned our physical footprint with changes in our business strategies.

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.

Results of Operations

The following table sets forth consolidated statements of income information (as a percentage of net sales) for the periods ended December 31:

Sales

The table below sets forth net sales and daily sales for the periods ended December 31, and changes in such sales from the prior period to the more recent period:

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

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).

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

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

[removed: As a result,] [added: Additionally,] we incur costs related to shipping charges, duties, harbor fees, and sundry other expenses involved in the movement of product for sale in North America and our other global locations.

These costs are embedded in our product [removed: values,] [added: values] and significant fluctuations can affect our product gross [removed: profit depending on what mitigating actions might be taken.][added: profit.]

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

We estimate the effect on our net income related to [removed: import shipping costs] [added: commodity steel prices] was [removed: a favorable $15.0 to $18.0] [added: immaterial] in [removed: 2024.][added: 2025.]

During [removed: 2024,] [added: 2025,] the price of steel as reflected in many market indexes most relevant to our business was [removed: lower] [added: higher] than the prior year.

[removed: We] [added: Total direct fuel consumption is a relatively smaller cost to us and, as a result, we] estimate the effect on our net income related to commodity [removed: steel] [added: energy] prices was immaterial in [removed: 2024.][added: 2025.]

As reflected in many market indexes, energy prices during [removed: 2024] [added: 2025 on average] were [removed: below] [added: above] the prior year.

During [removed: 2024,] [added: 2025,] prices for fossil fuels were [removed: generally at or slightly] below the prior year.

As a result, we estimate the effect on our net income related to materials for which fossil fuels are a feedstock was immaterial in [removed: 2024.][added: 2025.]

The dollar strengthened in [removed: 2024] [added: 2025] 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 [removed: 2024.][added: 2025.]

Interest rates [removed: -] [added: –] Loans under [removed: our] [added: the] Credit Facility bear interest at floating rates.

Our debt levels are relatively small; therefore, we have not historically used interest rate swap arrangements to hedge the variable interest rates under [removed: our] [added: the] Credit Facility.

A one percentage point increase to our floating rate debt in [removed: 2024] [added: 2025] would have resulted in approximately [removed: $0.3] [added: $0.4] of additional interest expense.

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

The current U.S. presidential administration has implemented tariffs on imports from a number of countries which have increased the cost of our products.

We endeavor to offset these impacts in our business by appropriately considering them in our pricing and operational models.

We estimate the effect on our net income related to tariffs and import shipping costs was immaterial in 2025; however, our tariff exposure may become more impactful in subsequent quarters as our lower tariff inventory is depleted and replaced with inventory that is subject to new and expanded tariffs.

Total direct fuel consumption is a relatively smaller cost to us and, as a result, we estimate the effect on our net income related to commodity energy prices was immaterial in 2024.

The year end is December 31, [removed: 2024] [added: 2025] unless additional years are included or noted.

Fastenal [removed: Company (together with our subsidiaries, hereinafter referred to as 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 [removed: in-market] locations utilizing diverse technologies such as vending devices, bin stock devices, and eBusiness.

At the end of [removed: 2024,] [added: 2025,] we had [removed: 3,628 in-market] [added: 1,595 branch] locations [removed: (defined] in [removed: the table below) in] 25 countries supported by 15 distribution centers in North America, with 12 in the United States (U.S.), two in Canada, and one in Mexico; [removed: one] [added: two] in Asia; and two in Europe, and we employed [removed: 23,702] [added: 24,489] people.

[removed: Our Channels] [added: Channels] to Market

| | | | [removed: 2024] [added: 2025] | | | [added: 2024 | | |] 2023 | | | 2022 | | | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | [removed: 2015 | | |]

While there are isolated exceptions, these technologies are not themselves channels to the market but rather are utilized by our [removed: branch and Onsite channels] [added: selling locations] to enhance service to our customers.

Collectively, these tools comprise our [removed: Fastenal Managed Inventory (FMI)] [added: FMI] Technology suite.

We believe that we have a market advantage by virtue of our extensive [removed: in-market] network of inventory and local personnel.

For these reasons, the initiative began to gain significant traction in 2011, and we finished [removed: 2024] [added: 2025] with approximately [removed: 119,800] [added: 124,000] FASTVend devices in the field.

We believe industrial vending has proven its effectiveness in strengthening our relationships with [removed: customers] [added: customers,] and helped to streamline the supply chain where it has been utilized.

Our industrial vending portfolio consists of [removed: 20] [added: 21] different vending devices, with 16 of these being in either a helix or locker format.

Our most utilized models include the helix-based FAST 5000 and our 12- and 18-door lockers; combined, these comprise approximately [removed: 64%] [added: 63%] of our installed base of devices.

Such programs have existed in the industrial supply industry for a considerable time, with open bins being clustered in a racking system, each of which holds [removed: original equipment manufacturing (OEM)] [added: direct] fasteners, [removed: maintenance, repair, and operations (MRO)] [added: indirect] fasteners, and/or non-fastener products that are consumed in the customers' operations.

Our [removed: weighted] [added: weighted] FMI [removed: measure] [added: measure] combines signings and installations of FASTBin and FASTVend in a standardized machine equivalent unit (MEU) based on the expected output of each type of device.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [added: DSR] Change [added: (1)] | | |

| Weighted FASTBin/FASTVend signings (MEUs) | | | [removed: 27,984] [added: 25,892] | | | | | | [removed: 24,126] [added: 27,984] | | | | | | [removed: 16.0] [added: \-7.5] | | % |

| *Signings per day* | | | [removed: 110] [added: 102] | | | | | | [removed: *95*] [added: *110*] | | | | | | | | |

| Weighted FASTBin/FASTVend installations (MEUs; end of period) | | | [removed: 126,957] [added: 136,638] | | | | | | [removed: 113,138] [added: 126,957] | | | | | | [removed: 12.2] [added: 7.6] | | % |

| FASTStock sales | | | $ | [removed: 956.6] [added: 1,037.7] | | | | | [removed: 927.6] [added: 956.6] | | | | | | [removed: 3.1] [added: 8.9] | | % |

| [removed: %] [added: *%] of [removed: sales] [added: sales*] | | | 12.5 | | % | | | | *12.5* | | *%* | | | | | | |

| FASTBin/FASTVend sales | | | $ | [removed: 2,295.5] [added: 2,675.0] | | | | | [removed: 2,070.2] [added: 2,295.5] | | | | | | [removed: 10.9] [added: 17.0] | | % |

| *% of sales* | | | [removed: 30.0] [added: 32.2] | | % | | | | [removed: *27.8*] [added: *30.0*] | | *%* | | | | | | |

| FMI sales | | | $ | [removed: 3,252.1] [added: 3,712.7] | | | | | [removed: 2,997.8] [added: 3,252.1] | | | | | | [removed: 8.5] [added: 14.6] | | % |

| *FMI daily sales* | | | $ | [removed: 12.8] [added: 14.6] | | | | | [removed: *11.8*] [added: *12.8*] | | | | | | [removed: *7.6*] | | [removed: *%*] |

| [removed: %] [added: *%] of [removed: sales] [added: sales*] | | | [removed: 42.5] [added: 44.7] | | % | | | | [removed: *40.3*] [added: *42.5*] | | *%* | | | | | | |

Our eBusiness includes eProcurement activities, which are integrated transactions, including electronic data interchange (EDI), and eCommerce (transactional website sales), which provide a means for our customers to effectively and efficiently procure [removed: MRO] [added: indirect] and unplanned spend.

We attribute the sales generated from a customer location through our transactional platforms to the [removed: in-market] location traditionally servicing this customer location.

[removed: Certain of our] [added: Our] digital capabilities are intended to produce operational efficiencies for our customers and ourselves and/or to deliver strategic value by illuminating customer supply chain [removed: operations.][added: operations where the employee works.]

For instance, we have developed, and continue to develop, 'Mobility' [removed: applications,] [added: applications (Apps),] one example of which is our [removed: Vending] [added: FASTScan and BinStock] App, which provides [removed: a number of] [added: several] benefits.

[removed: It incorporates] [added: Other applications are assisted by artificial intelligence (AI) to analyze] customer usage data to recommend optimized parts and quantity for specific devices, which improves customer inventories while reducing the risk of stock-outs.

[removed: Moving] [added: Our Vending App moves] our fulfillment process from a vending device-based keypad function to a tablet or scanning [removed: interaction] [added: interaction, which] improves the restock process (reduced risk of product outages), reducing time consumed (greater efficiency) while improving accuracy (improved quality assurance).

We will continue to build out our suite of [removed: Mobility applications.][added: Apps.]

[removed: EDI] [added: Visibility] is [removed: the] [added: also achieved through EDI] connectivity between our system and our customers' procurement systems – whether a direct integration into their Enterprise Resource Planning system or through a third-party procurement network or marketplace.

[added: Our eProcurement Solutions provide a bridge between our] managed replenishment activity and our customers' procurement systems – creating an efficient, accurate and streamlined procure-to-pay process.

It also has [removed: modules for] asset tracking [added: features] and integrates [removed: into] [added: with portions of] our FMI suite.

Our Digital Footprint represented [removed: 60.4%] [added: 61.4%] of sales in [removed: 2024.][added: 2025.]

We also operate [removed: one] [added: two] distribution [removed: center] [added: centers] in Asia and two distribution centers in Europe.

These distribution centers give us approximately [removed: 5.1] [added: 5.3] million square feet of distribution capacity.

These distribution centers are located so as to permit deliveries of two to five times per week to our [removed: in-market] [added: selling] locations using our trucks and overnight delivery by surface common carrier, with approximately 79% of our North American [removed: in-market] [added: selling] locations receiving service four to five times per week.

Historically, our growth was primarily measured by our physical locations count.

Today, we emphasize optimizing our footprint and tailoring service models to customer sites based on their size and potential for growth.

Physical location openings and adjustments reflect local market conditions and strategic priorities rather than a uniform expansion approach.

We engage customers primarily through physical selling locations that deliver Fastenal service and solutions at or near customer operations called sites (Sites).

Starting in 2025, we have disclosed Sites information instead of public branches and customer-dedicated Onsites.

These Sites are distinct locations of our customers' operations where we maintain inventory tailored to local demand, supported by our regional distribution networks.

Each Site may incorporate one or more service models, including Fastenal Managed Inventory (FMI) programs (FASTStock, FASTBin, FASTVend), integrated supply programs, eBusiness capabilities, and advanced manufacturing services.

These models are designed to improve product availability, automate replenishment, and reduce procurement costs for customers.

Customer Sites and Sales Segmentation

Our strategy prioritizes customer sites with monthly sales potential of $50,000 or more.

Segmentation by spend level provides insight into the scale and potential of customer relationships served through our network.

The following table summarizes customer Sites averaged by monthly spend band and related monthly sales metrics with the final metric representing the count of individual unique sites that did business throughout the year.

| Manufacturing | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| $50k+ Sites (1)(2)(3) | | | 2,215 | | | 1,994 | | | 1,877 | | | 1,712 | | | 1,331 | | | 1,069 | | | 1,065 | | | 930 | | | 734 | | | 622 | | |

| Sales | | | $ | 3,696 | | 3,262 | | | 3,071 | | | 2,671 | | | 1,959 | | | 1,550 | | | 1,554 | | | 1,328 | | | 1,035 | | | 863 | | |

| Monthly sales (4) | | | $ | 139,041 | | 136,338 | | | 136,357 | | | 130,023 | | | 122,658 | | | 120,853 | | | 121,581 | | | 118,996 | | | 117,518 | | | 115,568 | | |

| $10k+ Sites (1)(2) | | | 8,688 | | | 8,218 | | | 8,048 | | | 7,764 | | | 6,689 | | | 5,740 | | | 5,908 | | | 5,491 | | | 4,798 | | | 4,315 | | |

| Sales | | | $ | 5,409 | | 4,890 | | | 4,680 | | | 4,236 | | | 3,314 | | | 2,723 | | | 2,766 | | | 2,458 | | | 2,031 | | | 1,764 | | |

| Monthly sales (4) | | | $ | 51,886 | | 49,588 | | | 48,461 | | | 45,462 | | | 41,280 | | | 39,531 | | | 39,019 | | | 37,303 | | | 35,277 | | | 34,071 | | |

| $5k+ Sites (1)(2) | | | 13,114 | | | 12,623 | | | 12,516 | | | 12,289 | | | 10,995 | | | 9,900 | | | 10,208 | | | 9,612 | | | 8,718 | | | 7,977 | | |

| Sales | | | $ | 5,790 | | 5,267 | | | 5,062 | | | 4,622 | | | 3,681 | | | 3,076 | | | 3,131 | | | 2,808 | | | 2,363 | | | 2,073 | | |

| Monthly sales (4) | | | $ | 36,790 | | 34,773 | | | 33,706 | | | 31,345 | | | 27,895 | | | 25,893 | | | 25,562 | | | 24,342 | | | 22,587 | | | 21,660 | | |

| Other (5) | | | 29,199 | | | 31,385 | | | 33,475 | | | 37,677 | | | 44,660 | | | 50,070 | | | 57,546 | | | 60,888 | | | 63,491 | | | 64,386 | | |

| Sales | | | $ | 413 | | 453 | | | 473 | | | 505 | | | 530 | | | 542 | | | 592 | | | 602 | | | 580 | | | 543 | | |

| Monthly sales (4) | | | $ | 1,179 | | 1,201 | | | 1,176 | | | 1,117 | | | 989 | | | 901 | | | 857 | | | 825 | | | 761 | | | 702 | | |

| Total Manufacturing | | | 42,313 | | | 44,008 | | | 45,991 | | | 49,966 | | | 55,655 | | | 59,970 | | | 67,754 | | | 70,500 | | | 72,209 | | | 72,363 | | |

| Sales | | | $ | 6,203 | | 5,720 | | | 5,535 | | | 5,127 | | | 4,211 | | | 3,618 | | | 3,723 | | | 3,410 | | | 2,943 | | | 2,616 | | |

| Monthly sales (4) | | | $ | 12,216 | | 10,831 | | | 10,029 | | | 8,551 | | | 6,305 | | | 5,027 | | | 4,579 | | | 4,031 | | | 3,396 | | | 3,012 | | |

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

| Non-Manufacturing | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| $50k+ Sites (1)(2)(3) | | | 438 | | | 370 | | | 324 | | | 308 | | | 279 | | | 260 | | | 158 | | | 138 | | | 114 | | | 103 | | |

| Sales | | | $ | 631 | | 492 | | | 438 | | | 418 | | | 412 | | | 653 | | | 191 | | | 162 | | | 148 | | | 125 | | |

| Monthly sales (4) | | | $ | 119,977 | | 110,721 | | | 112,731 | | | 113,095 | | | 123,029 | | | 209,391 | | | 100,738 | | | 98,007 | | | 108,333 | | | 101,294 | | |

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

| $10k+ Sites (1)(2) | | | 3,135 | | | 2,905 | | | 2,817 | | | 2,698 | | | 2,345 | | | 2,127 | | | 1,870 | | | 1,706 | | | 1,421 | | | 1,311 | | |

| Sales | | | $ | 1,283 | | 1,095 | | | 1,028 | | | 980 | | | 898 | | | 1,089 | | | 579 | | | 512 | | | 434 | | | 393 | | |

| Monthly sales (4) | | | $ | 34,102 | | 31,414 | | | 30,405 | | | 30,269 | | | 31,908 | | | 42,654 | | | 25,789 | | | 24,995 | | | 25,440 | | | 24,975 | | |

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

| $5k+ Sites (1)(2) | | | 5,952 | | | 5,724 | | | 5,681 | | | 5,593 | | | 4,964 | | | 4,638 | | | 4,382 | | | 4,050 | | | 3,504 | | | 3,259 | | |

| Sales | | | $ | 1,521 | | 1,333 | | | 1,269 | | | 1,223 | | | 1,117 | | | 1,299 | | | 788 | | | 706 | | | 606 | | | 554 | | |

We engage our customers primarily through branch and Onsite locations.

Branches and Onsites exist very close to our customers, usually within miles of, and often within or immediately proximate to, our customers' physical operations.

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

Many of our customers engage with us through eBusiness, but in most cases these customers are utilizing 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 sales generated from non-traditional sources:

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

| Net sales | | | $ | 7,546.0 | | 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 | | |

| Branch locations | | | 1,597 | | | 1,597 | | | 1,683 | | | 1,793 | | | 2,003 | | | 2,114 | | | 2,227 | | | 2,383 | | | 2,503 | | | 2,622 | | |

| Branch sales (1) | | | $ | 4,109.3 | | 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 | | |

| Average monthly sales per branch location (2) | | | $ | 214.4 | | 207.0 | | | 199.5 | | | 163.6 | | | 145.2 | | | 140.5 | | | 131.1 | | | 116.0 | | | 104.0 | | | 104.0 | | |

| Onsite locations | | | 2,031 | | | 1,822 | | | 1,623 | | | 1,416 | | | 1,265 | | | 1,114 | | | 894 | | | 605 | | | 401 | | | 264 | | |

| Onsite sales (1) | | | $ | 3,201.6 | | 2,926.7 | | | 2,465.5 | | | 1,898.0 | | | 1,485.6 | | | 1,391.7 | | | 1,081.7 | | | 770.2 | | | 569.2 | | | 454.3 | | |

| Average monthly sales per Onsite location (2) | | | $ | 138.5 | | 141.6 | | | 135.2 | | | 118.0 | | | 104.1 | | | 115.5 | | | 120.3 | | | 127.6 | | | 142.7 | | | 158.4 | | |

| Other sales (3) | | | $ | 235.1 | | 346.4 | | | 353.5 | | | 386.7 | | | 574.6 | | | 281.9 | | | 257.6 | | | 220.7 | | | 194.7 | | | 133.1 | | |

| Total in-market locations (4) | | | 3,628 | | | 3,419 | | | 3,306 | | | 3,209 | | | 3,268 | | | 3,228 | | | 3,121 | | | 2,988 | | | 2,904 | | | 2,886 | | |

| | | | | | |

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

| (1) | | | 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 sales attributable to our branch and Onsite locations, respectively, further divided by 12 months. This information is presented in thousands. | | |

| (3) | | | This portion of sales is generated outside our traditional in-market locations, examples of which include sales arising from our custom in-house manufacturing, industrial services, and other non-traditional sources of 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. | | |

| (4) | | | 'In-market locations' is defined as the sum of the total number of branch locations and the total number of Onsite locations. | | |

This structure has evolved over time as a result of one of Fastenal's guiding principles since inception: that we can improve our service by getting closer to the customer.

This has been achieved by opening branch locations and, more recently, Onsite locations.

Today, we believe there are few companies that offer our North American in-market location coverage.

In 2024, roughly 53% of our sales and 50% of our in-market locations were in major Metropolitan Statistical Areas (MSAs) (populations in the U.S. and Canada greater than 500,000 people), while 21% of our sales and 20% of our in-market locations were in small MSAs (populations under 500,000 people), and 26% of our sales and 30% of our in-market locations were not in an MSA (populations under 50,000 people).

In our view, this has proven to be an efficient means of providing customers with a broad range of products and services on a timely basis.

Maintaining operations that are physically proximate to our customers' operations have represented, and continue to represent, the foundation of our service approach.

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

Branch locations typically service a wide variety and number of customers, ranging from the local operations of large, national account customers to smaller local businesses.

Locations are selected primarily based on their proximity to our distribution network and employment and production data for manufacturing and non-residential construction companies.

We stock all branches with inventory drawn from all of our product lines and tailored by our district and branch personnel to the needs of the local customer base.

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.

The United States and Canada also utilize a *Customer Service Branch (CSB)*, which tend to feature a showroom and a more standardized stocking model of products designed for contractors.

CSBs often conduct some business with non-account or retail-like customers.

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

Outside the United States and Canada we typically deploy an *International Branch*.

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.

For the fiscal year ended December 31, [removed: 2024,] [added: 2025,] or

The aggregate market value of the Common Stock held by non-affiliates of the registrant as of June [removed: 28, 2024,] [added: 30, 2025,] the last business day of the registrant's most recently completed second fiscal quarter, was [removed: $35,916,816,764,] [added: $48,111,881,160,] 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: 28, 2024] [added: 30, 2025] are considered to be affiliates of the registrant.

As of January 21, [removed: 2025,] [added: 2026,] the registrant had [removed: 573,419,704] [added: 1,148,179,210] shares of Common Stock issued and outstanding.

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Portions of our Proxy Statement relating to our [removed: 2025] [added: 2026] annual meeting of shareholders (Proxy Statement) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

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, historical sequential trends and sales changes, and our expectations about matters including capital expenditures, tax rates, inventory levels, liquidity, 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 [removed: in-market locations and signings of Onsite] [added: branch] 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), [removed: national] [added: contract] 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 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 pandemics), weakness in the manufacturing or commercial construction 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 [removed: FMI or Onsite operations),] [added: FMI),] difficulty in maintaining installation quality as our industrial vending business expands, the failure to meet our goals and expectations regarding branch openings, branch closings, or expansion of our FMI [removed: offering or Onsite operations,] [added: offering,] 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, 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, cybersecurity incidents, potential liability and reputational damage that can arise if our products are defective, and other risks and uncertainties detailed in this [added: Annual Report on] Form 10-K under the heading 'Item 1A.

| | | | | | | [PART I](#ia867aa29559847a58da1fcd6e17735fc_22) | | | | | |

| | | | | | | [PART II](#ia867aa29559847a58da1fcd6e17735fc_46) | | | | | |

| | | | | | | [PART III](#ia867aa29559847a58da1fcd6e17735fc_178) | | | | | |

| | | | | | | [PART IV](#ia867aa29559847a58da1fcd6e17735fc_196) | | | | | |

| [Item 1](#ia867aa29559847a58da1fcd6e17735fc_205)[6](#ia867aa29559847a58da1fcd6e17735fc_205)[.](#ia867aa29559847a58da1fcd6e17735fc_205) | | | | | | [Form 10-K Summary](#ia867aa29559847a58da1fcd6e17735fc_205) | | | [68](#ia867aa29559847a58da1fcd6e17735fc_205) | | |

| | | | | | | [Signatures](#ia867aa29559847a58da1fcd6e17735fc_208) | | | [69](#ia867aa29559847a58da1fcd6e17735fc_208) | | |

On April 23, 2025, Fastenal Company (together with our subsidiaries, hereinafter referred to as 'Fastenal,' 'the Company,' 'we,' 'our,' or 'us') announced a two-for-one stock split of its outstanding common stock.

Holders of the Company's common stock, par value $0.01 per share, at the close of business on May 5, 2025, received one additional share of common stock for every share of common stock they owned.

The stock split took effect at the close of business on May 21, 2025.

All historical common stock share, per share information, stock option awards, and stockholders' equity balances for all periods presented in the accompanying Consolidated Financial Statements and Notes thereto in this Annual Report on Form 10-K have been retroactively adjusted to reflect the two-for-one stock split.

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

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

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

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

| [Item 16.](#if13ce279bda54c8b9d364e154eb6a882_202) | | | | | | [Form 10-K Summary](#if13ce279bda54c8b9d364e154eb6a882_202) | | | [81](#if13ce279bda54c8b9d364e154eb6a882_202) | | |

| | | | | | | [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.

Any identified risks are included in our overall risk management program, and internal [removed: and external] auditors validate our IT controls on a regular basis.

This training consists of educational material and compliance testing administered to all of our employees, which is [removed: tracked] [added: shared with Executive Leadership, the Audit Committee,] and [removed: recorded throughout] the [removed: year.][added: Board.]

The Audit Committee of the Board is responsible for overseeing our risk exposure to information security, cybersecurity, [added: AI security,] and data protection, as well as the steps management has taken to monitor and control such exposures.

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

The IT security department team members have degrees applicable to cybersecurity, including Bachelors in Information Systems, Computer Science, Management Information Systems and/or Masters in Cybersecurity, and hold professional certifications, including Certified Information Systems Security Professional, Offensive Security Certified Professional, Global [removed: Information Assurance Certification (GIAC) Defensible Security Architecture, GIAC Forensic Examiner, GIAC Incident Handling, and GIAC Open Source Intelligence.]

Our SVP IT Infrastructure & Security holds a Cybersecurity and Privacy Law Certificate from Mitchell Hamline School of Law, [added: is also a Digital Directors Network (DDN) Boardroom Certified Qualified Technology Expert (OTE),] and has [removed: 29] [added: 30] years of experience in systems, network, and database administration.

Additionally, our Senior IT security department manager is an Offensive Security Certified Professional, and holds GIAC Security Leadership (GSLC), with over [removed: 25] [added: 26] years of experience in network performance, availability, and protection.

[removed: There] [added: We] have [removed: been no] [added: not identified risks from cybersecurity threats, including as a result of] previous cybersecurity [removed: incidents] [added: incidents,] which have materially affected [added: or are reasonably likely to materially affect] us to date, including our business strategy, results of operations or financial condition.

However, any future potential risks from cybersecurity threats, including but not limited to exploitation of vulnerabilities, ransomware, denial of service, supply chain attacks, and the use of [removed: artificial intelligence] [added: AI] 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.

Information Assurance Certification (GIAC) Defensible Security Architecture, GIAC Forensic Examiner, GIAC Incident Handling, and GIAC Open Source Intelligence.

Results and progress are shared with Executive Leadership, the Audit Committee, and the Board.

Note – Information in this section is as of December 31, [removed: 2024,] [added: 2025,] unless otherwise noted.

| Winona, Minnesota | | | Distribution center and home office | | | | | | 246,000 | | | | | | [removed: 334,000] [added: 382,000] | | |

| Akron, Ohio | | | Distribution center | | | | | | 103,000 | | | | | | [removed: 188,000] [added: 190,000] | | |

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

| Atlanta, Georgia | | | Distribution center | | | | | | 77,000 | | | | | | [removed: 252,000] [added: 250,000] | | |

| [removed: Salt Lake City,] [added: Magna,] Utah | | | Distribution center and packaging facility [removed: (three buildings)(4)] | | | [removed: X] | | | [removed: —] [added: 102,000] | | | [added: (3)] | | | [removed: 154,000] [added: 291,000] | | |

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

| Apodaca, Nuevo Leon, Mexico | | | Distribution center | | | X | | | — | | | | | | [removed: 104,000] [added: 103,000] | | |

| Winona, Minnesota | | | Multiple facilities for office space, storage, and packaging operations | | | | | | [removed: 419,000] [added: 371,000] | | |

In addition, we own [removed: 151] [added: 147] buildings that house our [removed: in-market] [added: branch] locations in various cities throughout North America.

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

It is anticipated the majority of new branch [removed: locations will continue to be leased.]

| Johor, Malaysia | | | Distribution center | | | X | | | — | | | | | | 38,000 | | |

| (3) | | | In 2025, we began operating out of our newly-built distribution center in Magna, Utah. Previously, we rented three buildings in the Salt Lake City area to run our regional operations which are now consolidated into the Magna, Utah building. | | |

locations will continue to be leased.

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

| (4) | | | During 2021, we acquired land for future expansion of our distribution center in Magna, Utah. This building is expected to be complete in June of 2025 and will be approximately 290,000 square feet. | | |

| (5) | | | In December 2018, we purchased an additional distribution center in High Point, North Carolina with approximately 750,000 total square feet. We currently utilize approximately 355,000 square feet for distribution activities and the other 395,000 square feet will be renovated in 2025 for additional distribution space. | | |

As of January 21, [removed: 2025,] [added: 2026,] there were approximately 900 record holders of our common stock, which include nominees or broker dealers holding stock on behalf of an estimated [removed: 767,000] [added: 1,029,000] beneficial owners.

The table below sets forth information regarding purchases of our common stock during each of the last three months of [removed: 2024:][added: 2025:]

| October 1-31, [removed: 2024] [added: 2025] | | | | | | 0 | | | | | | | | | $0.00 | | | | | | | | | 0 | | | | | | | | | [removed: 6,200,000] [added: 12,400,000] | | | | | |

| November 1-30, [removed: 2024] [added: 2025] | | | | | | 0 | | | | | | | | | $0.00 | | | | | | | | | 0 | | | | | | | | | [removed: 6,200,000] [added: 12,400,000] | | | | | |

| December 1-31, [removed: 2024] [added: 2025] | | | | | | 0 | | | | | | | | | $0.00 | | | | | | | | | 0 | | | | | | | | | [removed: 6,200,000] [added: 12,400,000] | | | | | |

| Total | | | | | | 0 | | | | | | | | | $0.00 | | | | | | | | | 0 | | | | | | | | | [removed: 6,200,000] [added: 12,400,000] | | | | | |

| (1) | | | As of December 31, [removed: 2024,] [added: 2025,] we had [removed: remaining] authority to repurchase [removed: 6,200,000] [added: 12,400,000] shares of our common stock under the July 12, 2022 authorization, which originally authorized the repurchase of up to [removed: 8,000,000] [added: 16,000,000] shares. This authorization does not have an expiration date. | | |

Set forth below is a graph comparing, for the five years ended December 31, [removed: 2024,] [added: 2025,] 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: 2019] [added: 2020] 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: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

Dividends

We have a long history of paying regular cash dividends, and our Board of Directors evaluates the dividend rate on an ongoing basis.

While future dividends remain subject to Board approval and our financial performance, liquidity needs, and market conditions, we currently expect to continue paying cash dividends on a basis generally consistent with historical practice.

| Fastenal Company | | | $ | | | 100.00 | | | | | | 134.04 | | | | | | 101.41 | | | | | | 143.26 | | | | | | 162.59 | | | | | | 185.35 | | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 128.71 | | | | | | 105.40 | | | | | | 133.10 | | | | | | 166.40 | | | | | | 196.16 | | |

| Dow Jones US Industrial Suppliers Index | | | | | | 100.00 | | | | | | 133.61 | | | | | | 115.98 | | | | | | 172.08 | | | | | | 195.68 | | | | | | 219.37 | | |

| 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 | | |

*Opinions on the [removed: Consolidated] Financial Statements and Internal Control [removed: Over] [added: over] Financial Reporting*

We have audited the accompanying consolidated balance [removed: sheets] [added: sheet] of Fastenal Company and subsidiaries (the Company) as of December 31, [removed: 2024 and 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the years in the [removed: three-year] [added: two-year] period ended December 31, 2024, and the related notes [removed: 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: 2024,] [added: 2025,] based on criteria established in [removed: *Internal] [added: Internal] Control [removed: –] [added: -] Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission.][added: Commission (COSO).]

In our opinion, the consolidated financial statements [removed: referred to above] present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024 and 2023,] [added: 2024,] and the results of its operations and its [removed: cash flows] [added: cashflows] for each of the years in the [removed: three-year] [added: two-year] period ended December 31, 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: 2024] [added: 2025,] based on criteria established in [removed: *Internal] [added: Internal] Control [removed: –] [added: -] Integrated Framework [removed: (2013)*] [added: (2013)] issued by the [removed: Committee of Sponsoring Organizations of the Treadway Commission.][added: COSO.]

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [removed: the accompanying] Management's Annual Report on Internal Control Over Financial [removed: Reporting.][added: Reporting appearing under Item 9A.]

Our responsibility is to express [removed: an opinion] [added: opinions] on the Company's consolidated financial statements and [removed: an opinion] on the Company's internal control over financial reporting based on our [removed: audits.][added: audit.]

Those standards require that we plan and perform the [removed: audits] [added: audit] to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits [removed: of the consolidated financial statements] included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our [removed: audits] [added: audit] also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our [removed: opinions.][added: opinion.]

A company's internal control over financial reporting includes those policies and procedures that [removed: (1)] [added: (i)] pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the [removed: Company; (2)] [added: company; (ii)] provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and [removed: (3)] [added: (iii)] provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

*Critical Audit [removed: Matter*][added: Matters*]

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and [removed: that: (1)] [added: that (i)] relates to accounts or disclosures that are material to the consolidated financial statements and [removed: (2)] [added: (ii)] involved our especially challenging, subjective, or complex judgments.

The communication of [removed: a] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

We have served as the Company's auditor since [removed: 1987.][added: 2024.]

FASTENAL [removed: COMPANY AND SUBSIDIARIES][added: COMPANY]

| | | | [removed: 2024] [added: 2025] | | | | | | [added: 2024 | | | | | |] 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 255.8] [added: 276.8] | | | | | [removed: 221.3] [added: 255.8] | | |

| Trade accounts receivable, net of allowance for credit losses of [removed: $5.2] [added: $5.3] and [removed: $6.4,] [added: $5.2,] respectively | | | [removed: 1,108.6] [added: 1,245.3] | | | | | | [removed: 1,087.6] [added: 1,108.6] | | |

| Inventories | | | [removed: 1,645.0] [added: 1,748.0] | | | | | | [removed: 1,522.7] [added: 1,645.0] | | |

| Prepaid income taxes | | | [removed: 18.8] [added: 20.1] | | | | | | [removed: 17.5] [added: 18.8] | | |

| Other current assets | | | [removed: 183.7] [added: 181.9] | | | | | | [removed: 171.8] [added: 183.7] | | |

| Total current assets | | | [removed: 3,211.9] [added: 3,472.1] | | | | | | [removed: 3,020.9] [added: 3,211.9] | | |

| Property and equipment, net | | | [removed: 1,056.6] [added: 1,131.6] | | | | | | [removed: 1,011.1] [added: 1,056.6] | | |

| Operating lease right-of-use assets | | | [removed: 279.2] [added: 309.0] | | | | | | [removed: 270.2] [added: 279.2] | | |

| Other assets | | | [removed: 150.3] [added: 140.2] | | | | | | [removed: 160.7] [added: 150.3] | | |

| Total assets | | | $ | [removed: 4,698.0] [added: 5,052.9] | | | | | [removed: 4,462.9] [added: 4,698.0] | | |

| Current portion of debt | | | $ | [removed: 75.0] [added: 25.0] | | | | | [removed: 60.0] [added: 75.0] | | |

| Accounts payable | | | [removed: 287.7] [added: 316.8] | | | | | | [removed: 264.1] [added: 287.7] | | |

| Accrued expenses | | | [removed: 225.6] [added: 264.7] | | | | | | [removed: 241.0] [added: 225.6] | | |

| Current portion of operating lease liabilities | | | [removed: 98.8] [added: 106.1] | | | | | | [removed: 96.2] [added: 98.8] | | |

| Total current liabilities | | | [removed: 687.1] [added: 715.6] | | | | | | [removed: 661.3] [added: 687.1] | | |

| Long-term debt | | | [removed: 125.0] [added: 100.0] | | | | | | [removed: 200.0] [added: 125.0] | | |

| Operating lease liabilities | | | [removed: 186.6] [added: 210.8] | | | | | | [removed: 178.8] [added: 186.6] | | |

| Deferred income taxes | | | [removed: 68.9] [added: 67.4] | | | | | | [removed: 73.0] [added: 68.9] | | |

| Other long-term liabilities | | | [removed: 14.1] [added: 15.5] | | | | | | [removed: 1.0] [added: 14.1] | | |

| Common stock: $0.01 par value, [removed: 800,000,000] [added: 1,600,000,000] shares authorized, [removed: 573,320,452] [added: 1,148,057,473] and [removed: 571,982,367] [added: 1,146,640,904] shares issued and outstanding, respectively | | | [removed: 5.7] [added: 11.5] | | | | | | [removed: 5.7] [added: 11.5] | | |

| Additional paid-in capital | | | [removed: 88.6] [added: 115.5] | | | | | | [removed: 41.0] [added: 82.8] | | |

| Retained earnings | | | [removed: 3,613.5] [added: 3,867.7] | | | | | | [removed: 3,356.9] [added: 3,613.5] | | |

To the Board of Directors and Stockholders of Fastenal Company

We have audited the accompanying consolidated balance sheet of Fastenal Company and its subsidiaries (the "Company") as of December 31, 2025, and the related consolidated statements of income, of comprehensive income, of stockholders' equity and of cash flows for the year then ended, including the related notes (collectively referred to as the "consolidated financial statements").

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, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

We conducted our audit in accordance with the standards of the PCAOB.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinions.

*Revenue Recognition*

As described in Note 1 to the consolidated financial statements, net sales include products and shipping and handling charges, net of estimates for product returns and any related sales incentives.

The Company recognizes revenue when or as the Company satisfies its performance obligations by transferring control of the promised products to the customer, which primarily occurs when products are delivered or picked up by the customer.

For the year ended December 31, 2025, the Company's net sales were $8,200.5 million.

The principal consideration for our determination that performing procedures relating to revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company's revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the revenue recognition process.

These procedures also included, among others, evaluating certain revenue transactions by either (i) testing the issuance and settlement of invoices; tracing transactions not settled to a detailed listing of accounts receivable; testing the completeness and accuracy of data provided by management; and confirming a sample of outstanding customer invoice balances as of December 31, 2025 and, for confirmations not returned, obtaining and inspecting source documents, such as evidence of customer arrangement, invoices, delivery documents, and subsequent cash receipts; or (ii) testing, on a sample basis, the revenue recognized by obtaining and inspecting source documents, such as evidence of customer arrangement, invoices, delivery documents, and subsequent cash receipts.

/s/ PricewaterhouseCoopers LLP

February 5, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

*Opinions on the Consolidated Financial Statements*

*Basis for Opinions*

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

We have served as the Company's auditor from 1987 to 2025.

Minneapolis, Minnesota

February 6, 2025, except for the effects of the stock split and retrospective adoption of Accounting Standards Update (ASU) 2023-09 - Income Taxes (Topic 740): *Improvements to Income Tax Disclosures* described in Note 1, as to which the date is February 5, 2026.

| | | | 2025 | | | | | | 2024 | | |

| Income taxes payable | | | 3.0 | | | | | | — | | |

FASTENAL COMPANY

FASTENAL COMPANY

FASTENAL COMPANY

| Balance at beginning of year | | | 82.8 | | | | | | 35.2 | | | | | | (2.2) | | |

| Balance at end of year | | | 115.5 | | | | | | 82.8 | | | | | | 35.2 | | |

| Net income | | | 1,258.4 | | | | | | 1,150.6 | | | | | | 1,155.0 | | |

FASTENAL COMPANY

| Net income | | | $ | 1,258.4 | | | | | 1,150.6 | | | | | | 1,155.0 | | |

| Stock-based compensation | | | 8.4 | | | | | | 8.0 | | | | | | 7.3 | | |

| Cash dividends paid | | | (1,004.2) | | | | | | (893.3) | | | | | | (1,016.8) | | |

*Sufficiency of audit evidence over inventory quantities at in-market locations*

As disclosed in the consolidated balance sheet, the Company held $1,645.0 million of inventory, the majority of which was held at 3,628 in-market locations, as of December 31, 2024.

The Company's processes to track and determine consolidated inventory relies on a perpetual inventory system which involves the interaction of information technology (IT) systems.

We identified the evaluation of the sufficiency of audit evidence obtained related to the quantities of inventory at in-market locations as a critical audit matter.

Evaluating the sufficiency of audit evidence over quantities of inventory at in-market locations required challenging auditor judgment to assess the number of in-market locations visited and included the involvement of IT professionals with specialized skills and knowledge due to the interaction of IT systems that track physical inventory quantities by location.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter.

This included IT application controls, as well as certain controls related to access to programs and data, program changes, and computer operations.

It also included certain controls related to the Company's physical inventory cycle counts.

We involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT controls, inclusive of the interface of IT systems, which support the Company's perpetual inventory system.

We applied auditor judgment in the determination of the locations to test the Company's inventory quantities by evaluating:

- Homogeneity of the locations;

- Historical inventory locations we have visited and results of prior physical counts;

- Inventory dollars by location; and

*•*The Company's inventory cycle count results, including the results of monitoring and compliance with cycle count program by in-market location.

We tested the existence and completeness of inventory by counting inventory quantities on a sample basis through in-market location visits during the year to evaluate the Company's perpetual inventory records.

In addition, we evaluated the overall sufficiency of audit evidence obtained over the quantities of inventory at in-market locations.

February 6, 2025

| Balance at beginning of year | | | 41.0 | | | | | | 3.6 | | | | | | 96.2 | | |

| Purchases of common stock | | | — | | | | | | — | | | | | | (109.1) | | |

| Balance at end of year | | | 88.6 | | | | | | 41.0 | | | | | | 3.6 | | |

| Purchases of common stock | | | — | | | | | | — | | | | | | (128.7) | | |

| Purchases of common stock | | | — | | | | | | — | | | | | | (237.8) | | |

We distribute these supplies through a network of branches and Onsite locations.

Collectively, we refer to our branches and Onsite locations as in-market locations.

We have more than 3,600 in-market locations located primarily in North America.

We recognize revenue by transferring control of the promised products to the customer, with the majority of revenue recognized at the point in time the customer obtains control of the products.

Goodwill is reviewed for impairment annually.

The enhanced disclosure requirements include: title and position of the Chief Operating Decision Maker (CODM), significant segment expenses provided to the CODM, extending certain annual disclosures to interim periods, clarifying single reportable segment entities must apply Accounting Standards Codification 280 in its entirety, and permitting more than one measure of segment profit or loss to be reported under certain circumstances.

This change is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024.

In December 2023, the FASB issued ASU 2023-09, *Improvements to Income Tax Disclosures (Topic 740)*, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

This change is effective for annual periods beginning after December 15, 2024.

This change will apply on a prospective basis to annual financial statements for periods beginning after the effective date.

However, retrospective application in all prior periods presented is permitted.

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.

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.

The accounting policies of the operations in the various geographic areas are the same as those described in the summary of significant accounting policies.

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

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

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

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of [removed: 1934] [added: 1934, as amended] (the Securities Exchange Act)).

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

[removed: Fastenal's] [added: Our] 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: Under the supervision of our principal executive officer and our principal financial officer, we] [added: Our management] conducted an evaluation of the effectiveness of our internal control over financial reporting [added: as of December 31, 2025] based on the framework in *Internal Control – Integrated [removed: Framework (2013)*] [added: Framework* (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment and those criteria, [added: our] management [removed: believes] [added: has concluded] that we maintained effective internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

There [removed: was] [added: have been] no [removed: change] [added: changes] in [removed: our] internal control over financial reporting during [removed: our most recently completed fiscal] [added: the] quarter [added: ended December 31, 2025] that [removed: has] [added: have] materially affected, or [removed: is] [added: are] reasonably likely to materially affect, our internal control over financial reporting.

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes in Internal Control Over Financial Reporting

| /s/ Daniel L. Florness | | | | | | /s/ Max H. Tunnicliff | | |

| Daniel L. Florness | | | | | | Max H. Tunnicliff | | |

| February 5, 2026 | | | | | | | | |

Attestation Report of Independent Registered Public Accounting Firm

The attestation report required under Item 9A is contained earlier in this Form 10-K under the heading 'Item 8, Financial Statements and Supplementary Data'.

| /s/ Daniel L. Florness | | | | | | /s/ Holden Lewis | | |

| Daniel L. Florness | | | | | | Holden Lewis | | |

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

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: 2024.][added: 2025.]

Incorporated herein by reference is the information appearing under the [removed: heading] [added: headings] 'Security Ownership of Principal Shareholders and Management' [added: and 'Executive Compensation—Equity Compensation Plan Information'] in the Proxy Statement.

Equity Compensation Plan Information

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

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

| Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | | | | | | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights | | | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | |

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

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

| Equity compensation plans not approved by security holders | | | — | | | | | | — | | | | | | — | | |

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

| | | | | | |

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

| (1) | | | Reflects stock option awards issued and issuable in the future under our Fastenal Company Stock Option Plan and our Fastenal Company Non-Employee Director Stock Option Plan. | | |

| | | | Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | |

| | | | Consolidated Statements of Income for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | |

| | | | Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | |

| | | | Consolidated Statements of Stockholders' Equity for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | |

| | | | Consolidated Statements of Cash Flows for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | |

| | | | [removed: 3.] [added: 2.] Exhibits: | | |

| | | | 3.1 | | | | | | [Restated Articles of Incorporation of Fastenal Company, as amended (incorporated by reference to Exhibit [removed: 3.1] [added: 3.2] to Fastenal Company's Form 8-K dated as of April [removed: 25, 2024)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000021/fast04292024exhibit31.htm)] [added: 24, 2025)](https://www.sec.gov/Archives/edgar/data/815556/000081555625000087/ex32restatedarticlesofinco.htm)] | | | | | |

| | | | 4.1 | | | | | | [Description of Capital Stock [removed: (](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)] [added: (filed herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555626000009/fast1231202510-kexhibit041.htm)] | | | | | |

| | | | 4.2 | | | | | | [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)] | | | | | |

| | | | 4.3 | | | | | | [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)] | | | | | |

| | | | 4.4 | | | | | | [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)] | | | | | |

| | | | 10.1 | | | | | | [Bonus Program for Executive Officers* (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit101.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555626000009/fast1231202510-kexhibit101.htm)] | | | | | |

| | | | 10.8 | | | | | | [Omnibus First Amendment to Master Note Agreement and Subsidiary Guaranty Agreement dated as of November 30, 2018 by and among Fastenal Company, Fastenal Company Purchasing, and Fastenal IP Company, on one hand, and Metropolitan Life Insurance Company, NYL Investors LLC, PGIM, Inc., and each holder of Notes that are signatory thereto, on the other hand (incorporated by reference to Exhibit 10.2 to Fastenal Company's Form 8-K dated December 3, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/815556/000081555618000052/exhibit102-firstamendmentt.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/815556/000081555618000052/exhibit102-firstamendmentt.htm)] | | | | | |

| | | | 19 | | | | | | [Fastenal Company and Subsidiaries Securities Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit19.htm) [dated] [added: Policy dated] as [removed: of](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit19.htm) [January] [added: of January] 1, [removed: 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)] [added: 2024 (incorporated by reference to Exhibit 19 to Fastenal Company's Form 10-K for fiscal year ended December 31, 2024)](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit19.htm)] | | | | | |

| | | | [removed: 21] [added: 97] | | | | | | [removed: [List] [added: [Compensation Forfeiture, Recovery, and True-up Policy] of [removed: Subsidiaries] [added: Fastenal Company dated as of October 11, 2023] (incorporated by reference to Exhibit [removed: 21] [added: 97] to Fastenal Company's Form 10-K [removed: 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] [added: for fiscal year] ended December 31, [removed: 2023)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit21.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/815556/000081555624000009/fast1231202310-kexhibit97.htm)] | | | | | |

| | | | [removed: 23] [added: 23.1] | | | | | | [Consent of Independent Registered Public Accounting Firm [added: - PricewaterhouseCoopers LLP] (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit23.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555626000009/fast1231202510-kexhibit231.htm)] | | | | | |

| | | | 31 | | | | | | [Certifications under Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit31.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555626000009/fast1231202510-kexhibit31.htm)] | | | | | |

| | | | 32 | | | | | | [Certification under Section 906 of the Sarbanes-Oxley Act of 2002 [removed: (filed herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555625000065/fast1231202410-kexhibit32.htm)] [added: (furnished herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555626000009/fast1231202510-kexhibit32.htm)] | | | | | |

| | | | 101 | | | | | | The following [removed: financial statements] [added: information] from the annual report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vii) the information set forth in Part II, Item 9B. | | | | | |

| | | | 104 | | | | | | The cover page from the annual report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] formatted in Inline XBRL. | | | | | |

| | | | Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP, Minneapolis, MN, Auditor Firm ID: 238) | | |

| | | | 21 | | | | | | [List of Subsidiaries (](https://www.sec.gov/Archives/edgar/data/815556/000081555626000009/fast1231202510-kexhibit21.htm)[filed herewith](https://www.sec.gov/Archives/edgar/data/815556/000081555626000009/fast1231202510-kexhibit21.htm)[)](https://www.sec.gov/Archives/edgar/data/815556/000081555626000009/fast1231202510-kexhibit21.htm) | | | | | |

| | | | 23.2 | | | | | | [Consent of Independent Registered Public Accounting Firm](https://www.sec.gov/Archives/edgar/data/815556/000081555626000009/fast1231202510-kexhibit232.htm) [\-](https://www.sec.gov/Archives/edgar/data/815556/000081555626000009/fast1231202510-kexhibit232.htm) [](https://www.sec.gov/Archives/edgar/data/815556/000081555626000009/fast1231202510-kexhibit232.htm)[KPMG](https://www.sec.gov/Archives/edgar/data/815556/000081555626000009/fast1231202510-kexhibit232.htm) [LLP](https://www.sec.gov/Archives/edgar/data/815556/000081555626000009/fast1231202510-kexhibit232.htm) [](https://www.sec.gov/Archives/edgar/data/815556/000081555626000009/fast1231202510-kexhibit232.htm)[(filed herewith)](https://www.sec.gov/Archives/edgar/data/815556/000081555626000009/fast1231202510-kexhibit232.htm) | | | | | |

| | | | | | |

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

| | | | 2. Financial Statement Schedules: | | |

| | | | Schedule II—Valuation and Qualifying Accounts | | |

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

| | | | 97 | | | | | | [Compensation Forfeiture, Recovery, and True-up Policy of Fastenal Company dated as of October 11, 2023 (](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) | | | | | |

FASTENAL COMPANY

Schedule II—Valuation and Qualifying Accounts

Years ended December 31, 2024, 2023, and 2022

(Amounts in millions)

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

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

| Description | | | Balance at Beginning of Year | | | | | | "Additions/(Reductions)" to Costs and Expenses | | | | | | "Other" Additions (Deductions) | | | | | | "Less" Deductions | | | | | | Balance at End of Year | | |

| Year ended December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowance for credit losses | | | $ | 6.4 | | | | | 1.3 | | | | | | — | | | | | | 2.5 | | | | | | 5.2 | | |

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

| Year ended December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowance for credit losses | | | $ | 8.3 | | | | | 2.2 | | | | | | — | | | | | | 4.1 | | | | | | 6.4 | | |

| Insurance reserves | | | $ | 40.4 | | | | | 86.2 | | | (1) | | | — | | | | | | 86.5 | | | (2) | | | 40.1 | | |

| Year ended December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowance for credit losses | | | $ | 12.0 | | | | | (1.8) | | | | | | — | | | | | | 1.9 | | | | | | 8.3 | | |

| Insurance reserves | | | $ | 35.7 | | | | | 78.2 | | | (1) | | | — | | | | | | 73.5 | | | (2) | | | 40.4 | | |

(1) Includes costs and expenses incurred for premiums and claims related to health and general insurance.

(2) Includes costs and expenses paid for premiums and claims related to health and general insurance.

See accompanying Report of Independent Registered Public Accounting Firm incorporated herein by reference.

| Date: | | | | | | February [removed: 6, 2025] [added: 5, 2026] | | |

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

| Date: | | | | | | February 5, 2026 | | |

| /s/ Daniel L. Florness | | | | | | | | | /s/ Max H. Tunnicliff | | | | | |

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

| /s/ Daniel L. Florness | | | | | | | | | /s/ Holden Lewis | | | | | |