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Item 9A. Controls and Procedures

2025-02-06 compared with 2024-02-06 · 30 added, 146 removed, 128 unchanged (58% of the section changed)

2 unchanged sentences

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 1934 (the Securities Exchange Act)).

Based on this evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure.

Based on this evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure.

Attestation Report of Independent Registered Public Accounting Firm

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Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act.

The company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Fastenal's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles .

The company's internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our asse ts;

(ii) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(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.

generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and di rectors;

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our a ssets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

1 unchanged sentence

Under the supervision of our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment and those criteria, management believes that the company maintained effective internal control over financial reporting as of December 31, 2023.

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

Based on our assessment and those criteria, management believes that we maintained effective internal control over financial reporting as of December 31, 2024.

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our int ernal control over financial reporting.

/s/ Daniel L.

1 unchanged sentence

Florness Holden Lewis

President and Chief Executive Officer Senior Executive Vice President and Chief Financial Officer

Chief Executive Officer Senior Executive Vice President and Chief Financial Officer

Winona, Minnesota

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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, 2024.

We are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 5.03 "Amendments to Articles of Incorporation or By-laws;

Change in Fiscal Year" and Item 9.01 "Financial Statements and Exhibits."

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

The amendments:

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

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

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

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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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In the event we amend or waive any portion of the standards of conduct, as supplemented, that constitutes a required element of a Code of Ethics and such amendment or waiver applies to any of our Senior Financial Officers, we intend to post on our website at www.fastenal.com, within four business days after the date of such amendment or waiver, a brief description of such amendment or waiver, the name of each Senior Financial Officer to whom the amendment or waiver applies, and the date of the amendment or waiver.

Information about our Executive Officers

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

Name Employee of

Since Age Position

Florness 1996 60 President, Chief Executive Officer, and Director

Broersma 2003 44 Executive Vice President – Operations

Drazkowski 1995 52 Executive Vice President – Sales

Jansen 1992 53 Executive Vice President – Manufacturing

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

Lisowski 1994 56 Executive Vice President – Chief Accounting Officer and Treasurer

Miller 1999 49 Senior Executive Vice President – Sales

Oas 2015 39 Executive Vice President – Human Resources

Soderberg 1993 52 Senior Executive Vice President – Information Technology

Watts 1996 52 Chief Sales Officer

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

From December 2002 to December 2015, Mr.

Florness was our executive vice president and chief financial officer.

From June 1996 to November 2002, Mr.

Florness was our chief financial officer.

During his time as chief financial officer, Mr.

Florness' responsibilities expanded beyond finance, including leadership of a portion of our manufacturing division, our product development and procurement, and the company's national accounts business.

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

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

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

From June 2022 to October 2023, Mr.

Broersma served as our senior vice president – operations.

From February 2021 to June 2022, Mr.

Broersma was our vice president of procurement and supply chain.

From February 2016 to February 2021, Mr.

Broersma served as our vice president of international operations, leading all global operations.

From December 2012 to February 2016, Mr.

Broersma was the regional vice president for our continental Europe locations, while living in the Czech Republic.

From February 2011 to December 2012, Mr.

Broersma served as the director of Asian operations, while living in Shanghai, China.

From December 2007 to February 2011, Mr.

Broersma served as the regional operations manager of our distribution center located in Scranton, PA.

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

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

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

From October 2019 to October 2023, Mr.

Drazkowski oversaw our Western United States business.

From December 2016 to September 2019, Mr.

Drazkowski was executive vice president – national accounts sales.

From October 2014 to December 2016, Mr.

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

Prior to November 2007, Mr.

Drazkowski served in various sales leadership roles at our company.

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

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

From December 2010 to December 2015, Mr.

Jansen was our executive vice president - operations.

From November 2007 to December 2010, Mr.

Jansen was our executive vice president – internal operations.

From May 2005 to November 2007, Mr.

Jansen served as our leader of systems development (this role encompassed both information systems and distribution systems development).

From April 2000 to April 2005, Mr.

Jansen served as regional vice president of our Texas based region.

Lewis has been a senior executive vice president and the chief financial officer of Fastenal since December 2022.

As chief financial officer, Mr.

Lewis manages the company's finance, accounting, audit, and general counsel functions, and plays a central role in effectively executing and communicating company strategy, with a concentration on profitability, efficiency, and assets.

He also oversees the company's M&A and Investor Relations efforts.

From August 2016 to December 2022, Mr.

Lewis served as our executive vice president and chief financial officer.

He joined the company following a long career as a senior equity analyst covering industrials, including Fastenal, for full-service investment banks.

Lewis held various senior roles with a variety of organizations in the investment banking industry from 1994 to July 2016.

Lisowski has been our executive vice president - chief accounting officer and treasurer since December 2020.

From August 2016 to November 2020, Ms.

Lisowski was our controller, chief accounting officer, and treasurer.

Lisowski was our controller and chief accounting officer from October 2013 to August 2016, and also served as our interim chief financial officer from January 2016 to August 2016.

From March 2007 to October 2013, Ms.

Lisowski served as our controller – accounting operations.

Lisowski joined Fastenal in 1994 and, prior to March 2007, served in various roles of increasing responsibility within our finance and accounting team.

Miller has been our senior executive vice president – sales since January 2020.

Miller's responsibilities include sales and operational oversight of our United States business.

From November 2015 to December 2019, Mr.

Miller was one of our executive vice presidents – sales.

From January 2009 to October 2015, Mr.

Miller served as regional vice president of our southeast central region based primarily in Tennessee and Kentucky.

Prior to January 2009, Mr.

Miller served in various sales leadership roles at our company.

Oas has been our executive vice president – human resources since February 2023.

As executive vice president – human resources, Ms.

Oas manages the company's human resources department, which includes payroll, benefits, diversity and compliance, general insurance, and the Fastenal School of Business.

From March 2015 to January 2023, she was our director of compliance – human resources.

From 2010 to February 2015, Ms.

Oas practiced employment law for a firm in Minneapolis, Minnesota and later acted as a solo practitioner in Winona, Minnesota.

Soderberg has been our senior executive vice president – information technology since December 2020.

From May 2016 to November 2020, Mr.

Soderberg was our executive vice president – information technology.

From May 2014 to May 2016, Mr.

Soderberg served as our executive vice president – sales operations and support.

From April 2010 to May 2014, Mr.

Soderberg was one of our vice presidents – sales.

From April 2005 to April 2010, Mr.

Soderberg served as regional vice president of our Seattle, Washington based region.

Prior to April 2005, Mr.

Soderberg served in various sales leadership roles in the mid-Atlantic area of our company.

Watts has been our chief sales officer since May 2023.

Watts' responsibilities include providing oversight and guidance concerning the global sales activities of the company.

From December 2016 to April 2023, Mr.

Watts was our executive vice president – international sales.

From March 2015 to December 2016, Mr.

Watts was our vice president – international sales.

From June 2005 to February 2015, he served as regional vice president of our Canadian region.

Prior to June 2005, Mr.

Watts served in various sales leadership roles at our company.

The executive officers are elected by our board of directors for a term of one year and serve until their successors are elected and qualified.

None of our executive officers is related to any other such executive officer or to any of our directors.

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

EXECUTIVE COMPENSATION

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Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Earnings for the years ended December 31, 2023, 2022, and 2021

Consolidated Statements of Income for the years ended December 31, 2024, 2023, and 2022

Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023, and 2022

8 unchanged sentences

3.1 Restated Articles of Incorporation of Fastenal Company, as amended (incorporated by reference to Exhibit 3.1 to Fastenal Company's Form 8-K dated as of April 25, 2024)

3.2 Restated By-Laws of Fastenal Company dated as of February 2, 2024 (filed herewith)

4.1 Form of Senior Notes due March 1, 2024 (incorporated by reference to Exhibit 4.1 to Fastenal Company's Form 10-Q for the quarter ended March 31, 2017)

3.2 Restated By-Laws of Fastenal Company dated as of February 2, 2024 (incorporated by reference to Exhibit 3.2 to Fastenal Company's Form 10-K for fiscal year ended December 31, 2023)

4.1 Description of Capital Stock ( filed herewith )

4 unchanged sentences

10.1 Bonus Program for Executive Officers* (filed herewith)

10.2 Fastenal Company Stock Option Plan as amended and restated effective as of April 24, 2018.* (filed herewith)

10.2 Fastenal Company Stock Option Plan as amended and restated effective as of April 24, 2018.* (incorporated by reference to Exhibit 10.2 to Fastenal Company's 10-K for fiscal year ended December 31, 2023)

10.3 Fastenal Company Incentive Plan (incorporated by reference to Appendix A to Fastenal Company's Proxy Statement dated February 23, 2012)*

1 unchanged sentence

10.5 Amended and Restated Credit Agreement, dated as of September 28, 2022, by and among Fastenal Company, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Fastenal Company's Form 8-K dated as of September 30, 2022).

10.6 First Amendment to Amended and Restated Credit Agreement, dated as of January 20, 2023, by and among Fastenal Company, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent ( i ncorporated by reference to Exhibit 10.6 to Fastenal Compan y's Form 10-K dated February 7, 2023).

Exhibit Number Description of Document

10.6 First Amendment to Amended and Restated Credit Agreement, dated as of January 20, 2023, by and among Fastenal Company, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.6 to Fastenal Company's Form 10-K dated February 7, 2023).

10.7 Master Note Agreement dated as of July 20, 2016 by and among (i) Fastenal Company, (ii) Metropolitan Life Insurance Company, NYL Investors LLC and PGIM, Inc.

(formerly known as Prudential Investment Management, Inc.), as investor group representatives (each, an 'Investor Group Representative'), and (iii) Metropolitan Life Insurance Company (in its capacity as a purchaser of notes under such Master Note Agreement) and/or affiliates of any Investor Group Representative who become purchasers of notes under such Master Note Agreement (incorporated by reference to Exhibit 10.1 to Fastenal Company’s Form 8-K dated as of July 20, 2016).

Exhibit Number Description of Document

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, 2018).

2 unchanged sentences

10.10 Omnibus Second Amendment to Master Note Agreement and Subsidiary Guaranty Agreement dated as of September 28, 2022 by and among Fastenal Company, Fastenal Company Purchasing, and Fastenal IP Company, on one hand, and Metropolitan Life Insurance Company, MetLife Investment Management, LLC, NYL Investors LLC, PGIM, Inc., and each holder of Notes that is a signatory thereto, on the other hand (incorporated by reference to Exhibit 10.2 to Fastenal Company's Form 8-K dated as of September 30, 2022).

21 List of Subsidiaries (filed herewith)

19 Fastenal Company and Subsidiaries Securities Trading Policy dated as of January 1, 2024 (filed herewith)

21 List of Subsidiaries (incorporated by reference to Exhibit 21 to Fastenal Company's Form 10-K for fiscal year ended December 31, 2023)

23 Consent of Independent Registered Public Accounting Firm (filed herewith)

1 unchanged sentence

32 Certification under Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

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

97 Compensation Forfeiture, Recovery, and True-up Policy of Fastenal Company dated as of October 11, 2023 ( incorporated b y reference to Exhibit 97 to Fastenal Company's Form 10-K for fiscal year ended December 31, 2023 )

101 The following financial statements from the annual report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

(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, 2024, formatted in Inline XBRL.

27 unchanged sentences

By /s/ Daniel L.

Florness, President and Chief Executive Officer

Florness, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

2 unchanged sentences

Florness /s/ Holden Lewis

Florness, President and Chief Executive Officer (Principal Executive Officer), and Director Holden Lewis, Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Florness, Chief Executive Officer (Principal Executive Officer) and Director Holden Lewis, Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Sheryl A.

Lisowski, Executive Vice President - Chief Accounting Officer and Treasurer (Principal Accounting Officer)

Satterlee /s/ Daniel L.

Satterlee, Director (Chair) Daniel L.

Johnson, Director

Satterlee /s/ Hsenghung Sam Hsu

Satterlee, Director (Chair) Hsenghung Sam Hsu, Director

/s/ Michael J.

Ancius /s/ Nicholas J.

Ancius, Director Nicholas J.

Lundquist, Director

Ancius /s/ Daniel L.

Ancius, Director Daniel L.

Johnson, Director

/s/ Stephen L.

2 unchanged sentences

Nielsen, Director

Heise /s/ Irene A.

Heise, Director Irene A.

Ericson /s/ Irene A.

Ericson, Director Irene A.

Quarshie, Director

/s/ Hsenghung Sam Hsu /s/ Reyne K.

Hsenghung Sam Hsu, Director Reyne K.

Heise /s/ Reyne K.

Heise, Director Reyne K.

Wisecup, Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures