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FASTFastenal

Industrials · Home Improvement Retail · Nasdaq
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The 10-K against last year's

93 changes: 15 added, 30 removed, 48 reworded

10-K Feb 5, 2026 vs Feb 6, 2025
Risk FactorsRedline ↓
5.7%
of the text changed · 7,470 words now
41.8%
of the text changed · 5,934 words now
Legal ProceedingsRedline ↓
1.8%
of the text changed · 193 words now
Accounting PoliciesRedline ↓
12.6%
of the text changed · 1,866 words now

10-K 0000815556-26-000009 (2026-02-05) vs 10-K 0000815556-25-000065 (2025-02-06)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 188 words changed in this paragraph; it is 65% similar to last year's version.
Trade policies could make sourcing product from overseas more difficult and/or more costly, and could adversely impact our gross and/or operating profit percentage. We source a significant amount of the products we sell from outside of North America, primarily Asia. We have made significant structural investments over time to be able to source both directly from Asia through our wholly-owned, Asia-based subsidiary, FASTCO Trading Co., Ltd., and indirectly from suppliers that procure product from international sources. This was initially necessary due to the absence of significant domestic fastener production, but over time we have expanded our non-fastener sourcing as well, and at this time it may be difficult to adjust our sourcing in the short term. In light of this, changes in trade policies could affect our sourcing operations, our ability to secure sufficient product to serve our customers and/or impact the cost or price of our products, with potentially adverse impacts on our gross and operating profit percentages and financial results. China represents a significant source of product for North America. In addition, we move and source products within North America. Any trading disruption (tariffs, product restrictions, etc.) between Canada, the U.S., and Mexico, or disruption in their respective trading relationships with other nations can adversely impact our business. 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. There can be no assurances that these disruptions will not continue or increase in the future, with the previously mentioned countries or additional countries with which we do business. The degree to which these changes in the global marketplace affect our financial results will be influenced by the specific details of the changes in trade policies, their timing and duration, and our effectiveness in deploying tools to address these issues.

Source: Item 1A, 10-K 0000815556-26-000009 vs Item 1A, 10-K 0000815556-25-000065

MD&A 171 words changed in this paragraph; it is 58% similar to last year's version.
We saw modest economic contraction Market conditions were sluggish in our key markets in 2024. 2025. The Institute for Supply Management's Purchasing Manager's Index (PMI) for the U.S. averaged 48.3 48.9 for the full year and remained below 50, the threshold demarcating manufacturing growth or contraction, in 11 10 out of 12 months. Business activity as measured by U.S. Industrial Production declined 0.4% increased 1.2% in the first 11 months of 2024 2025 over 2023 with markets that are most relevant 2024. In 2025, the market provided minimal contribution, tariff related pricing contributed 170 to us, such as Primary Metal (-1.5%), Fabricated Metals (-0.8%), 200 basis points, and Machinery (-2.2%) declining more rapidly than the broad index. This was the primary factor contributing to our daily sales growth of 1.9%, slowing from the preceding year. The overall profile of 9.1% was share gains. In 2025, our growth was consistent the result of improved customer contract signings with 2023: growth was driven by larger, large key accounts and Onsite account customers and by non-fastener products, particularly safety. fastener products. We continued to expand our installed base of Onsites and FMI technology and lift the proportion of sales that run through our Digital Footprint. However, the effect of In a fluid tariff environment, our continued investment in key areas we view as critical to accelerate future growth and the slow growth in sales volume combined to pressure gross profit was well managed. We improved our profitability, reducing 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. On the other hand, asset Asset efficiency remained stable improved from the preceding year and we generated good cash flow.

Source: Item 7, 10-K 0000815556-26-000009 vs Item 7, 10-K 0000815556-25-000065

Accounting Policies 109 words changed in this paragraph; it is 58% similar to last year's version.
In December 2023, the FASB Financial Accounting Standards Board ('FASB') issued ASU 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 income tax rate reconciliation, as well as further disaggregation of income taxes paid. This change is effective We adopted ASU 2023-09 for annual periods beginning after the year ended December 15, 2024. This change will apply on a prospective basis to annual financial statements 31, 2025 and have applied the guidance retrospectively for periods beginning after the effective date. However, retrospective application in all prior periods presented is permitted. We are currently evaluating within the impact that notes to the consolidated financial statements. The adoption of ASU 2023-09 will did not have a material impact on our consolidated financial statements and disclosures and we anticipate adoption in our 2025 annual report on Form 10-K. for the year ended December 31, 2025, but did require additional disclosures. Refer to Note 7 for additional information.

Source: Item 8, Note 1 – Business Overview and Summary of Significant Accounting Policies, 10-K 0000815556-26-000009 vs Item 8, Note 1 – Business Overview and Summary of Significant Accounting Policies, 10-K 0000815556-25-000065

Legal Proceedings 7 words changed in this paragraph; it is 98% similar to last year's version.
We are involved in certain legal actions, including those that are ordinary routine litigation incidental to our business. The outcomes of these legal actions are not within our complete control and may not be known for prolonged periods of time. In some actions, the claimants seek damages, as well as other relief, that could require significant expenditures or result in lost sales. We record a liability for these legal actions when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed. In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded. As of December 31, 2024, 2025, there were no litigation matters that we consider to be probable or reasonably possible to have a material adverse outcome. impact on our consolidated financial statements.

Source: Item 3, via Note 11 – Legal Contingencies, 10-K 0000815556-26-000009 vs Item 3, via Note 11 – Legal Contingencies, 10-K 0000815556-25-000065

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of FAST's Risk Factors and MD&A, 10-K 2026-02-05 against 10-K 2025-02-06. Each links to the text at sec.gov.

RemovedMD&A
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.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
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%

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
We experienced a shift in mix away from fasteners and toward safety supplies and other product lines. We experienced a slight decline in sales for fasteners in 2024 due primarily to weak business activity during the year. Fasteners are more heavily oriented toward production of final goods than maintenance, which results in greater susceptibility to periods of weaker industrial production. In contrast, safety supplies experienced relatively faster growth. This is a result of lower cyclicality due to the products being used in MRO applications, growth in our installed base of vending devices which disproportionately dispense personal protective equipment (PPE), and strong growth with warehousing customers who are strong consumers of PPE. Other product lines is a mix of OEM- and MRO-oriented products, and relatively strong growth within the latter (e.g., janitorial) was partially offset by relatively slow growth in the former (e.g., tools, cutting tools, material handling). These dynamics produced a meaningful divergence in the daily sales growth rates of our fastener versus our non-fastener product lines in 2024.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
Our products fall into two functional subsets: (1) OEM parts which become part of a customer's finished good and (2) MRO which provide for the maintenance, repair, and ongoing operations of a customer's facility.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
While certain products in our other product categories have an OEM application, such as welding consumables or metal cutting carbides, the majority of our sales for OEM applications are of fasteners. As a result, the best way to understand the change in our production business is to examine the results in our fastener product line (which represents 30% to 35% of our business). From a company perspective, the DSR changes of fasteners, when compared to the same periods in the prior year, were as follows (note: this information includes all end markets):

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
This divergence was due in part to relatively weak performance from our fastener product line. Fasteners are more heavily oriented toward production of final goods than maintenance, which results in greater susceptibility to periods of weaker industrial production, such as we experienced in 2024. In addition, due to its greater commodity content and shipping costs, fastener pricing can be more sensitive to cyclical trends. In 2024, weak business activity did contribute to slightly lower pricing for our fastener products.

Read it in 10-K 2025-02-06 at sec.gov ↗

Show the other 4
RemovedMD&A
By contrast, while we do sell significant quantities of MRO fasteners, the best way to understand the change in our MRO business is to examine the results in our non-fastener product lines, which include safety, tools, janitorial, and other products. From a company perspective, the DSR changes of non-fasteners, when compared to the same periods in the prior year, were as follows (note: this information includes all end markets):

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
Our non-fastener business is not immune to the impact of industrial cycles, but because it is more dependent on whether a facility is operating than how much product that facility is producing, it does tend to exhibit less volatility in its growth than our fastener business. We also expect growth of our non-fastener products to outperform growth of our fastener products over the course of a cycle. This reflects three things: the non-fastener market is larger than the fastener market, we are under penetrated in the non-fastener market relative to the fastener market, and industrial vending lends itself to sales of non-fastener products. The MRO orientation of our non-fastener category and our capabilities in vending played the greatest roles in the ability of our non-fastener products to outperform fasteners in 2024.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
Our gross profit, as a percentage of net sales, was 45.1% in 2024 and 45.7% in 2023. Our gross profit percentage was primarily impacted by two factors. First, we experienced unfavorable customer and product mix. This reflects relatively stronger growth from large customers, including Onsite customers, and non-fastener products, each of which tend to have a lower gross profit percentage than our business as a whole. Second, we experienced product margin pressure. In safety, over the course of the year we incurred certain costs to support our customers' short-term operations, but also to prepare for incremental volumes that we expect to materialize in 2025. Other product lines exhibited stability in product margin throughout the year, but did not recover the margin pressure that was experienced in the latter part of 2023 and faced difficult comparisons year-over-year. These factors were only slightly offset by higher price-cost, which reflects the reversal in the first half of 2024 of the negative price-cost experienced in the first half of 2023.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
We observed very modest deflationary conditions in 2024, primarily for fasteners. Most inputs, including steel, energy, and domestic transportation costs, experienced price levels that were stable to slightly down during the year, resulting in sustained slight deflation in our inventory and slightly lower pricing affecting our sales. However, given the immaterial impact of these changes on our financials, we did not institute any broad pricing actions through 2024. The primary exception to the modestly deflationary tenor of the marketplace in 2024 was in transportation costs for imported goods, where we experienced inflation in container rates through much of 2024. We took actions to mitigate these effects in the latter part of the year. The combined net effect on our gross profit percentage of these trends in cost and price inflation was immaterial in 2024.

Read it in 10-K 2025-02-06 at sec.gov ↗

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