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Item 9A. Controls and Procedures

2026-02-05 compared with 2025-02-06 · 23 added, 61 removed, 97 unchanged (46% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

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 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

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'.

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.

Our disclosure controls and procedures are 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 that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure.

Management's Annual Report on Internal Control Over Financial Reporting

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.

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.

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 .

6 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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 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.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 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, our management has concluded that we maintained effective internal control over financial reporting 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

There have been no changes in internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

/s/ Daniel L.

Florness /s/ Holden Lewis

Florness Holden Lewis

Florness /s/ Max H.

Florness Max H.

Chief Executive Officer Senior Executive Vice President and Chief Financial Officer

16 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Incorporated herein by reference is the information appearing under the heading 'Security Ownership of Principal Shareholders and Management' 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

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

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.

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

10 unchanged sentences

Notes to Consolidated Financial Statements

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

Report of Independent Registered Public Accounting Firm (KPMG LLP, Minneapolis, MN , Auditor Firm ID:

Financial Statement Schedules:

Schedule II—Valuation and Qualifying Accounts

INDEX TO EXHIBITS

4 unchanged sentences

4.2 Form of Senior Notes due May 15, 2027 (incorporated by reference to Exhibit 4.2 to Fastenal Company's Form 10-Q for the quarter ended June 30, 2020)

4.3 Form of Senior Notes due May 15, 2027 (incorporated by reference to Exhibit 4.2 to Fastenal Company's Form 10-Q for the quarter ended June 30, 2020)

4.3 Form of Senior Notes due June 24, 2026 (incorporated by reference to Exhibit 4.4 to Fastenal Company's Form 10-Q for the quarter ended June 30, 2020)

13 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).

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)

19 Fastenal Company and Subsidiaries Securities Trading Policy dated as of January 1, 2024 (incorporated by reference to Exhibit 19 to Fastenal Company's Form 10-K for fiscal year ended December 31, 2024)

21 List of Subsidiaries ( filed herewith )

23.1 Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP (filed herewith)

23.2 Consent of Independent Registered Public Accounting Firm - KPMG LLP (filed herewith)

31 Certifications under Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

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 ( 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:

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

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

101 The following information from the annual report on Form 10-K for the year ended December 31, 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.

1 unchanged sentence

* Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b).

FASTENAL COMPANY

Schedule II—Valuation and Qualifying Accounts

Years ended December 31, 2024, 2023, and 2022

(Amounts in millions)

Description Balance at

of Year "Additions/(Reductions)" to

Expenses "Other"

(Deductions) "Less"

Deductions Balance

Year ended December 31, 2024

Allowance for credit losses $ 6.4 1.3 — 2.5 5.2

Insurance reserves $ 40.1 102.4 (1)

Year ended December 31, 2023

Allowance for credit losses $ 8.3 2.2 — 4.1 6.4

Insurance reserves $ 40.4 86.2 (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)

(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.

FORM 10-K SUMMARY

8 unchanged sentences

/s/ Daniel L.

Florness /s/ Holden Lewis

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

Florness /s/ Max H.

Florness, Chief Executive Officer (Principal Executive Officer) and Director Max H.

Tunnicliff, Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Sheryl A.

17 unchanged sentences

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