What changed in this filing

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Item 1. Financial Statements

2026-04-16 compared with 2025-10-16 · 72 added, 94 removed, 303 unchanged (35% of the section changed)

3 unchanged sentences

(Amounts in millions except share and per share information)

Assets September 30,

Assets March 31,

2026 December 31,

38 unchanged sentences

(Amounts in millions except income per share)

Nine Months Ended

September 30, Three Months Ended

September 30,

2025 2024 2025 2024

Three Months Ended

Net sales $ 2,201.7 1,959.4

16 unchanged sentences

(Amounts in millions)

Nine Months Ended

September 30, Three Months Ended

September 30,

2025 2024 2025 2024

Three Months Ended

Net income $ 339.8 298.7

Other comprehensive income (loss), net of tax:

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments ( 8.2 ) 8.8

4 unchanged sentences

(Amounts in millions except per share information)

Nine Months Ended

September 30, Three Months Ended

September 30,

2025 2024 2025 2024

Three Months Ended

Balance at beginning of period $ 11.5 11.5

Purchases of common stock 0.0 —

Stock options exercised 0.0 0.0

Balance at end of period 11.5 11.5

1 unchanged sentence

Balance at beginning of period 115.5 82.8

Purchases of common stock ( 20.3 ) —

Stock options exercised 7.6 11.2

6 unchanged sentences

Balance at end of period 3,931.9 3,665.5

Accumulated other comprehensive income (loss)

Accumulated other comprehensive loss

Balance at beginning of period ( 51.1 ) ( 91.5 )

Other comprehensive income (loss) 35.3 ( 2.3 ) ( 4.6 ) 17.4

Other comprehensive (loss) income ( 8.2 ) 8.8

Balance at end of period ( 59.2 ) ( 82.7 )

5 unchanged sentences

(Amounts in millions)

Nine Months Ended

September 30, Three Months Ended

September 30,

2025 2024 2025 2024

Three Months Ended

Cash flows from operating activities:

2 unchanged sentences

Depreciation of property and equipment 41.9 42.0

Gain on sale of property and equipment ( 2.6 ) ( 3.0 ) ( 1.0 ) ( 1.3 )

Bad debt expense (recoveries) 3.5 ( 0.2 ) 1.6 0.4

Loss (gain) on sale of property and equipment 1.0 ( 0.3 )

Bad debt expense 1.4 1.8

Deferred income taxes ( 1.8 ) 0.7

19 unchanged sentences

Proceeds from exercise of stock options 7.6 11.2

Purchases of common stock ( 20.3 ) —

Cash dividends paid ( 275.6 ) ( 246.7 )

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents ( 0.6 ) 3.1

Net increase in cash and cash equivalents 32.3 70.9 50.3 36.7

Net increase (decrease) in cash and cash equivalents 31.9 ( 24.0 )

Cash and cash equivalents at beginning of period 276.8 255.8

3 unchanged sentences

Net cash paid for income taxes $ 16.0 21.9

Operating lease right-of-use assets obtained in exchange for new operating lease liabilities $ 109.5 75.5 $ 36.4 26.1

Leased assets obtained in exchange for new operating lease liabilities $ 32.0 30.4

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(Amounts in millions except share and per share information and where otherwise noted)

September 30, 2025 and 2024

March 31, 2026 and 2025

(1) Basis of Presentation

5 unchanged sentences

In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement have been included.

On April 23, 2025, the Company announced a two -for-one stock split of its outstanding common stock.

Percentages, values, and dollar change calculations, which are based on non-rounded dollar values, may not be able to be recalculated or footed using the dollar values in this document due to the rounding of those dollar values.

On April 23, 2025, we announced a two -for-one stock split of our 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.

2 unchanged sentences

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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.

The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as well as further disaggregation of income taxes paid.

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.

ASU 2023-09 is expected to impact our income tax disclosures beginning with the consolidated financial statements included in the annual report on Form 10-K for the fiscal year ending December 31, 2025, but will have no impact on our results of operations, cash flows, or financial condition.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), which adds new disclosure requirements including the composition of certain income statement expense line items (such as purchases of inventory, employee compensation, and 'other expenses') and a separate disclosure for selling expenses.

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Disaggregation of Income Statement Expenses (DISE), which specifies new disclosure requirements, including the composition of certain income statement expense line items (such as purchases of inventory, employee compensation, and 'other expenses') and a separate disclosure for selling expenses.

This change is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, however, early adoption is permitted.

We are currently evaluating the impact that the adoption of ASU 2024-03 will have on our consolidated financial statements and disclosures and anticipate adoption in our annual report on Form 10-K for the fiscal year ending December 31, 2027.

We are currently evaluating the impact that the adoption of ASU 2024-03 will have on our consolidated financial statements and disclosures and anticipate adoption in 2027.

Revenue Recognition

4 unchanged sentences

We recognize revenue for shipping and handling charges at the time the products are delivered to or picked up by the customer.

We estimate product returns based on historical return rates.

We estimate product returns based on historical return rates and lag.

Using probability assessments, we estimate sales incentives expected to be paid over the term of the contract.

4 unchanged sentences

(Amounts in millions except share and per share information and where otherwise noted)

September 30, 2025 and 2024

March 31, 2026 and 2025

Disaggregation of Revenue

Revenues are attributable to countries based on the selling location from which the sale occurred.

Our revenues related to the following geographic areas were as follows for the periods ended September 30:

Nine-month Period Three-month Period

2025 2024 2025 2024

Our revenues related to the following geographic areas were as follows for the periods ended March 31:

Three-month Period

United States $ 1,816.3 1,629.4

5 unchanged sentences

Total revenues $ 2,201.7 1,959.4

The percentages of our sales by end market were as follows for the periods ended September 30:

Nine-month Period Three-month Period

2025 2024 2025 2024

The percentages of our sales by end market were as follows for the periods ended March 31:

Three-month Period

Manufacturing 76.2 % 76.4 %

2 unchanged sentences

100.0 % 100.0 %

The percentages of our sales by product line were as follows for the periods ended September 30:

Nine-month Period Three-month Period

The percentages of our sales by product line were as follows for the periods ended March 31:

Three-month Period

Type Introduced 2026 2025

15 unchanged sentences

(Amounts in millions except share and per share information and where otherwise noted)

September 30, 2025 and 2024

March 31, 2026 and 2025

(3) Stockholders' Equity

On October 10, 2025, our board of directors declared a quarterly dividend of $ 0.22 per share of common stock to be paid in cash on November 25, 2025 to shareholders of record at the close of business on October 28, 2025.

On April 10, 2026, our board of directors declared a quarterly dividend of $ 0.24 per share of common stock to be paid in cash on May 26, 2026 to shareholders of record at the close of business on April 28, 2026.

The following table presents the cash dividends either paid previously or declared by our board of directors for future payment on a per share basis during 2026 and 2025:

5 unchanged sentences

Stock Options

The following tables summarize the details of options granted under our stock option plans that were outstanding as of September 30, 2025, and the assumptions used to value those grants.

The following tables summarize the details of options granted under our stock option plans that were outstanding as of March 31, 2026, and the assumptions used to value those grants.

All such grants were effective at the close of business on the grant date.

Granted Option Exercise

Price Closing Stock Price on Grant Date September 30, 2025

Date of Grant Options

Price Closing Stock Price on Grant Date March 31, 2026

Grant Date Options

Outstanding Options

8 unchanged sentences

January 2, 2018 2,175,872 $ 13.75 $ 13.635 298,421 298,421

January 3, 2017 3,059,156 $ 11.75 $ 11.738 135,509 135,509

Total 19,231,725 9,096,976 4,628,951

Date of Grant Risk-free

FASTENAL COMPANY

Notes to Condensed Consolidated Financial Statements

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2026 and 2025

Grant Date Risk-free

Interest Rate Expected Life

12 unchanged sentences

January 2, 2018 2.2 % 5.00 2.3 % 23.45 % $ 2.51

FASTENAL COMPANY

Notes to Condensed Consolidated Financial Statements

(Amounts in millions except share and per share information and where otherwise noted)

September 30, 2025 and 2024

January 3, 2017 1.9 % 5.00 2.6 % 24.49 % $ 2.10

All of the options in the tables above vest and become exercisable over a period of up to eight years .

6 unchanged sentences

Compensation expense equal to the grant date fair value is recognized for all of these awards over the vesting period.

The stock-based compensation expense for the nine-month periods ended September 30, 2025 and 2024 was $ 6.2 and $ 6.0 , respectively, while the third quarter of 2025 and 2024 was $ 2.1 and $ 2.0 , respectively.

The stock-based compensation expense for the three-month periods ended March 31, 2026 and 2025 was $ 2.6 and $ 2.0 , respectively.

There is no incremental stock-based compensation expense as a result of the stock split described in Note 1.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of September 30, 2025 was $ 21.7 and is expected to be recognized over a weighted average period of 4.12 years.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of March 31, 2026 was $ 27.7 and is expected to be recognized over a weighted average period of 4.01 years.

Any future changes in estimated forfeitures will impact this amount.

1 unchanged sentence

The following tables present a reconciliation of the denominators used in the computation of basic and diluted net income per share and a summary of the options to purchase shares of common stock which were excluded from the diluted net income per share calculation because they were anti-dilutive:

Nine-month Period Three-month Period

Three-month Period

Reconciliation 2026 2025

2 unchanged sentences

Diluted weighted average shares outstanding 1,150,900,401 1,149,512,223

Nine-month Period Three-month Period

Three-month Period

Summary of Anti-dilutive Options Excluded 2026 2025

2 unchanged sentences

Any dilutive impact summarized above related to periods when the average market price of our stock exceeded the exercise price of the potentially dilutive stock options then outstanding.

FASTENAL COMPANY

Notes to Condensed Consolidated Financial Statements

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2026 and 2025

(4) Income Taxes

3 unchanged sentences

federal examinations, and with limited exceptions, before 2020 in the case of foreign, state, and local examinations.

During the first six months of 2025, there were no material changes in unrecognized tax benefits.

During the third quarter of 2025, the liability for unrecognized tax benefits decreased by $ 6.1 due to new information impacting prior year positions.

On July 4, 2025, the U.S.

enacted the One Big Beautiful Bill Act (OBBBA).

The impact of the OBBBA enactment is immaterial to our Condensed Consolidated Financial Statements.

During the first quarter of 2026, there were no material changes in unrecognized tax benefits.

(5) Operating Leases

2 unchanged sentences

We believe the likelihood of funding the guarantee obligation under any provision of the operating lease agreements is remote.

FASTENAL COMPANY

Notes to Condensed Consolidated Financial Statements

(Amounts in millions except share and per share information and where otherwise noted)

September 30, 2025 and 2024

(6) Debt Commitments

1 unchanged sentence

Debt obligations and letters of credit outstanding at the end of each period consisted of the following:

Average Interest Rate at September 30, 2025

Average Interest Rate at March 31, 2026

Debt Outstanding

Date September 30,

Date March 31,

2026 December 31,

Unsecured revolving credit facility 4.68 % September 28, 2027 $ — —

Senior unsecured promissory notes payable, Series D 2.66 % May 15, 2025 — 75.0

Senior unsecured promissory notes payable, Series E 2.72 % May 15, 2027 50.0 50.0

8 unchanged sentences

The Credit Facility includes a committed letter of credit subfacility of $ 55.0 .

During the first quarter of 2026, we replaced the majority of the related letter of credit contingent obligation with a surety bond arrangement, which would only be utilized in the event of our non‑performance under the related insurance obligations.

Any borrowings outstanding under the Credit Facility for which we have the ability and intent to pay using cash within the next 12 months will be classified as a current liability.

4 unchanged sentences

This fee is either 0.10 % or 0.125 % per annum based on our use of the Credit Facility.

FASTENAL COMPANY

Notes to Condensed Consolidated Financial Statements

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2026 and 2025

Senior Unsecured Promissory Notes Payable

We have issued senior unsecured promissory notes under our master note agreement (the Master Note Agreement) in the aggregate principal amount of $ 125.0 as of September 30, 2025.

We have issued senior unsecured promissory notes under our master note agreement (the Master Note Agreement) in the aggregate principal amount of $ 125.0 as of March 31, 2026.

Our aggregate borrowing capacity under the Master Note Agreement is $ 900.0 ;

4 unchanged sentences

(7) Segment Reporting

Each of our geographic regions (U.S., Canada, Mexico, Central & South America, Europe, Asia, and SE Asia) is engaged in business activities for which it may earn sales and incur expenses.

Each geographic region (U.S., Canada, Mexico, Central & South America, Europe, Asia, and SE Asia) is engaged in business activities for which it may earn sales and incur expenses.

Discrete financial information is available at the geographic region level through our internal Return on Asset (ROA) reporting.

1 unchanged sentence

ROA pre-tax profit measures financial performance and drives compensation programs.

FASTENAL COMPANY

Notes to Condensed Consolidated Financial Statements

(Amounts in millions except share and per share information and where otherwise noted)

September 30, 2025 and 2024

Our Chief Operating Decision Maker (CODM) is a group consisting of our Chief Executive Officer and President/Chief Sales Officer.

8 unchanged sentences

Further details on our significant accounting policies can be found in Note 1 of our most recently filed annual report on Form 10-K, which are applied company wide.

Our measure of profit or loss is ROA pre-tax profit and our measure of assets is ROA assets.

Our segment measure of profit or loss is ROA pre-tax profit and our measure of assets is ROA assets.

ROA pre-tax profit is not a financial measure calculated in accordance with GAAP and excludes inter-company transactions.

The following table presents reportable segment net sales from external customers for the periods ended September 30:

Nine-month Period Three-month Period

2025 2024 2025 2024

The following table presents reportable segment net sales from external customers for the periods ended March 31:

Three-month Period

net sales from external customers $ 1,816.3 1,629.4

The following table presents a reconciliation of reportable segment ROA pre-tax profit to consolidated income before income taxes for the periods ended September 30:

Nine-month Period Three-month Period

2025 2024 2025 2024

The following table presents a reconciliation of reportable segment ROA pre-tax profit to consolidated income before income taxes for the periods ended March 31:

Three-month Period

ROA pre-tax profit $ 383.9 340.5

Other operating segment pre-tax profit (1)

170.2 156.7 60.1 53.8

Income before income taxes $ 448.3 393.1

(1) Other operating segment pre-tax profit includes ROA pre-tax profit for all other operating segments that are below the reportable segment quantitative threshold and immaterial allocations excluded from ROA pre-tax profit.

FASTENAL COMPANY

Notes to Condensed Consolidated Financial Statements

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2026 and 2025

The following table presents reportable segment ROA assets for the periods ended:

September 30,

2026 December 31,

1 unchanged sentence

$ 2,565.4 2,446.8

(1) Operating segment ROA assets primarily include accounts receivable, inventory, and in-market location vehicles, and exclude certain centrally managed assets.

(1) Operating segment ROA assets primarily include accounts receivable, inventory, selling location vehicles, and exclude certain centrally managed assets.

Other Segment Disclosures

Interest revenue and interest expense included in the ROA pre-tax profit are not material.

The following table presents reportable segment ROA pre-tax profit depreciation and amortization expense for the periods ended September 30:

Nine-month Period Three-month Period

2025 2024 2025 2024

The following table presents reportable segment ROA pre-tax profit depreciation and amortization expense for the periods ended March 31:

Three-month Period

ROA pre-tax profit depreciation and amortization expense $ 41.9 40.3

1 unchanged sentence

The nature of our potential exposure to legal contingencies is described in our 2025 annual report on Form 10-K in Note 11 of the Notes to Consolidated Financial Statements.

As of September 30, 2025, there were no litigation matters that we consider to be probable or reasonably possible to have a material adverse impact on our Condensed Consolidated Financial Statements.

FASTENAL COMPANY

Notes to Condensed Consolidated Financial Statements

(Amounts in millions except share and per share information and where otherwise noted)

September 30, 2025 and 2024

As of March 31, 2026, there were no litigation matters that we consider to be probable or reasonably possible to have a material adverse impact on our Condensed Consolidated Financial Statements.

(9) Subsequent Events

1 unchanged sentence

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-Q

Item 1. Financial Statements