AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Evidence
Approximately 71% of all stores were opened in areas with populations of fewer than 20,000 persons.
Item 1, Business: small-community store footprint · Filed 22/06/2026
Many of the smaller communities in which we operate are often not served by national-chain convenience stores.
Item 1, Business: national-chain coverage in smaller communities · Filed 22/06/2026
We have succeeded in operating stores in smaller towns by offering, at competitive prices, a broader selection of products than does a typical convenience store.
Item 1, Business: management's explanation of small-town operating success · Filed 22/06/2026
We currently own most of our real estate, including substantially all of our stores, all three distribution centers (see discussion of ownership structure of the distribution center in Joplin, Missouri in Note 7), a fuel terminal, a construction and support services facility located in Ankeny, Iowa, and the Store Support Center facility.
Item 1, Business: real estate and distribution asset ownership · Filed 22/06/2026
Food, including prepared foods, and non-food items similar or identical to those sold by the Company, are generally available from various competitors in the communities served by Casey’s and by certain online retailers.
Item 1, Competition: availability of similar or identical products · Filed 22/06/2026
We believe our stores located in smaller towns compete principally with other local grocery and convenience stores, similar retail outlets, including "dollar" stores, and, to a lesser extent, prepared food outlets, restaurants, and expanded fuel stations offering a more limited selection of grocery and food items for sale.
Item 1, Competition: competing formats in smaller towns · Filed 22/06/2026
Similar to inside, stores compete with larger store chains with expanded fuel offerings and increased buying power in more heavily populated communities.
Item 1, Competition: larger chains and buying power · Filed 22/06/2026
SAME STORE SALES BY CATEGORY (1) Years ended April 30, 2026 2025 2024 Prepared food and dispensed beverage same-store sales 5.2 % 3.5 % 6.8 % Grocery and general merchandise same-store sales 3.9 % 2.3 % 3.5 % Same-store fuel gallons sold 1.4 % 0.1 % 0.1 % (1)Same-store sales is a common metric used in the convenience store industry.
MD&A: fiscal 2024–2026 same-store sales and fuel gallons · Filed 22/06/2026
Prepared food and dispensed beverage revenue increased by $34,146 (7.4%), due to an increase in same-store sales of 4.8% driven by strong sales of whole pizzas, as well as an increase of approximately 2.6% related to store growth, due to operating 64 more stores than a year ago.
MD&A: prepared-food growth for the quarter ended July 31, 2026 · Filed 08/09/2026
Retail fuel revenue increased by $991,139 (36.3%) due to an increase in the average retail price per gallon of 33.0%, as well as an increase in the number of gallons sold of 22,432 (2.5%).
MD&A: realized retail fuel price and gallon changes · Filed 08/09/2026
The increase in the number of gallons sold of 318,345 (10.0%), was partially offset by a decrease in the average retail price per gallon of 1.3%.
MD&A: fiscal 2026 retail fuel price and gallon changes · Filed 22/06/2026
In general, we attempt to pass price increases on to our guests.
Risk factors: attempted pass-through of cigarette and related product cost increases · Filed 22/06/2026
Due to competitive pressures in our markets, however, we may not always be able to do so.
Risk factors: competitive limitations on price pass-through · Filed 22/06/2026
Prepared food and dispensed beverage revenue less related cost of goods sold (excluding depreciation and amortization) increased to 58.6% of revenue from 58.2% during fiscal 2026 compared to the prior year, driven primarily by improved waste.
MD&A: prepared-food gross contribution improvement attributed to waste · Filed 22/06/2026
15 Table of Contents Three Months Ended July 31, 2026 Compared to Three Months Ended July 31, 2025 (Dollars and Amounts in Thousands) Three Months Ended July 31, 2026 Prepared Food & Dispensed Beverage Grocery & General Merchandise Fuel Other Total Revenue $ 492,580 $ 1,284,961 $ 3,724,798 $ 175,997 $ 5,678,336 Revenue less cost of goods sold (excluding depreciation and amortization) $ 291,971 $ 457,838 $ 446,929 $ 42,456 $ 1,239,194 59.3 % 35.6 % 12.0 % 24.1 % 21.8 % Fuel gallons sold 934,212 Three Months Ended July 31, 2025 Prepared Food & Dispensed Beverage Grocery & General Merchandise Fuel Other Total Revenue $ 458,434 $ 1,225,383 $ 2,733,659 $ 149,630 $ 4,567,106 Revenue less cost of goods sold (excluding depreciation and amortization) $ 265,983 $ 439,483 $ 373,554 $ 33,426 $ 1,112,446 58.0 % 35.9 % 13.7 % 22.3 % 24.4 % Fuel gallons sold 911,780 Total revenue for the first quarter of fiscal 2027 increased by $1,111,230 (24.3%) over the comparable period in fiscal 2026.
MD&A: quarterly category revenues, gross contributions and fuel gallons · Filed 08/09/2026
In addition, a shift toward electric, hybrid, hydrogen, natural gas or other alternative fuel-powered vehicles, could fundamentally change the shopping and driving habits of our guests or lead to new forms of fueling destinations or new competitive pressures.
Risk factors: alternative vehicles and changes in shopping and fueling habits · Filed 22/06/2026
Further, changes in consumer preferences, trends or perceptions of certain items we sell, or the ingredients therein, could cause consumers to avoid such items in favor of those that are or are perceived as healthier, lower-calorie, or lower in carbohydrates or otherwise based on their ingredients or nutritional content.
Risk factors: changing food preferences · Filed 22/06/2026
The increase was primarily due to refinements in the allocation for certain distribution costs between prepared food and dispensed beverage and grocery and general merchandise to better reflect the underlying expenses of each category.
MD&A: distribution cost allocation explanation for prepared-food contribution improvement · Filed 08/09/2026
AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (DOLLARS IN THOUSANDS) Three Months Ended July 31, 2026 2025 Cash flows from operating activities: Net income $ 273,720 $ 215,355 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 115,994 108,963 Amortization of debt issuance costs 516 516 Change in excess replacement cost over LIFO inventory valuation 1,094 8,327 Share-based compensation 16,930 15,221 Loss on disposal of assets and impairment charges 2,222 561 Deferred income taxes 32,797 47,457 Changes in assets and liabilities: Receivables (7,304) (15,873) Inventories (577) (6,868) Prepaid and other current assets (31,214) (20,040) Accounts payable 6,381 35,019 Accrued expenses (50,257) (25,729) Income taxes 39,761 5,595 Other, net (15,991) 3,913 Net cash provided by operating activities 384,072 372,417 Cash flows from investing activities: Purchase of property and equipment (194,395) (110,046) Payments for acquisition of businesses, net of cash acquired (43,904) (9,495) Proceeds from sales of assets 3,578 17,499 Net cash used in investing activities (234,721) (102,042) Cash flows from financing activities: Proceeds from long-term debt 42,625 — Payments of long-term debt and finance lease obligations (45,207) (42,163) Payments of cash dividends (22,283) (19,655) Repurchase of common stock and payment of related excise taxes (44,856) (31,251) Tax withholdings on employee share-based awards (78,562) (45,895) Net cash used in financing activities (148,283) (138,964) Net increase in cash and cash equivalents 1,068 131,411 Cash and cash equivalents at beginning of the period 522,991 326,662 Cash and cash equivalents at end of the period $ 524,059 $ 458,073 7 Table of Contents CASEY’S GENERAL STORES, INC.
Condensed consolidated cash flows: operations, investment, financing and shareholder payments · Filed 08/09/2026
During fiscal 2026, the Company expended $797,503 for purchases of property and equipment and payments for acquisitions compared to $1,745,473 for fiscal 2025 related to these activities.
MD&A: fiscal 2026 and 2025 property purchases and acquisitions · Filed 22/06/2026
The change from the prior year was primarily due to the proceeds from long-term debt of $1,100,000 received to partially fund the Fikes acquisition in the prior year.
MD&A: debt financing of the Fikes acquisition · Filed 22/06/2026
Net Income to EBITDA (in thousands) Fiscal Year Ended April 30, 2026 April 30, 2025 April 30, 2024 April 30, 2023 April 30, 2022 Net income $714,448 546,520 501,972 446,691 339,790 Interest, net $96,634 83,951 53,441 51,815 56,972 Depreciation and amortization $222,575 403,647 349,797 313,131 303,541 Federal and state income taxes $449,958 165,929 154,188 140,827 100,938 EBITDA $1,483,615 1,200,047 1,059,398 952,464 801,241 Calculation of ROIC (in thousands, other than %s) Fiscal Year Ended April 30, 2026 April 30, 2025 April 30, 2024 April 30, 2023 April 30, 2022 Net income $714,448 546,520 501,972 446,691 339,790 Federal and state income taxes $222,575 165,929 154,188 140,827 100,938 Interest, net $96,634 83,951 53,441 51,815 56,972 EBIT $1,033,657 796,400 709,601 639,333 497,700 Tax effect* $(245,529) (185,481) (166,746) (153,247) (113,986) Operating profit after depreciation and taxes (a) $788,128 610,919 542,855 486,086 383,714 Lines of credit $— — — — — Current maturities of long-term debt and finance lease obligations $101,357 94,925 53,181 52,861 24,466 Long-term debt and finance lease obligations, net of current maturities $2,330,237 2,413,620 1,582,758 1,620,513 1,663,403 Total shareholders’ equity $3,951,719 3,508,670 3,015,381 2,660,666 2,240,838 Total invested capital $6,383,313 6,017,215 4,651,320 4,334,040 3,928,707 Average invested capital (b) $6,200,264 $5,334,268 4,492,680 4,131,374 3,612,568 Return on invested capital (ROIC) (a) / (b) 12.7% 11.5% 12.1% 11.8% 10.6% * EBIT is tax effected using the effective tax rate for the reported period.
Appendix A: historical earnings and company-defined ROIC reconciliation · Filed 22/07/2026
Frazell Chief Human Resources Officer FY26 Direct Compensation Elements Element Purpose FY26 Metrics Base Salary Attracts and retains executives by providing competitive fixed annual cash compensation Evaluated annually based on market and peer group data and individual and Company performance Annual Incentive Program (“AIP”) Performance based pay that delivers annual cash incentives when key financial/operating targets are met or exceeded ⯀ 60% - EBITDA ⯀ 40% - same store sales growth (inside sales) Long-Term Incentive Program (“LTIP”) Performance and time-based equity compensation to attract, retain and reward executives when key financial/operating targets are met or exceeded over a three-year performance period ⯀ 75% PSUs (1/2 ROIC, 1/2 EBITDA) (+/- 25% rTSR modifier based on top/bottom quartile TSR) ⯀ 25% time-based RSUs Notice & Proxy Statement 3 TABLE OF CONTENTS FY26 Overall Pay Mix Incentive Highlights Target Direct Comp.
Proxy summary: fiscal 2026 annual and long-term incentive metrics and weights · Filed 22/07/2026
Mix (other NEO avg.): FY24-FY26 LTIP Payout: Due to the continued long-term financial success of the Company, the LTIP PSU awards granted during the 2024 fiscal year vested at 200% of target for the ROIC PSUs and 200% of target for the EBITDA PSUs.
Proxy summary: actual fiscal 2024–2026 performance award vesting · Filed 22/07/2026
☒ No hedging or pledging of Company stock: The Company prohibits the hedging of Company stock and other short-term or speculative transactions as well as the pledging of Company stock.
Compensation policies: prohibition on hedging and pledging · Filed 22/07/2026
Since June of 2023, Mr. Rebelez, our President and CEO, has also been the Board Chair.
Board leadership: combined CEO and board chair roles · Filed 22/07/2026
The LID responsibilities/duties, as set forth in the Guidelines, include the following: Board Leadership • Preside at all executive sessions of the independent directors and at any other meetings of the Board at which the Board Chair is not present, or otherwise at the Board Chair’s request • Serve as interim Board Chair if the Board Chair is unable to perform his or her duties • Participate in establishing, soliciting input from the independent directors for, and approving Board meeting agendas and the Board meeting calendar and schedule, and establish agendas for the executive sessions of the independent directors • Call meetings of the independent directors, if and as appropriate • Provide feedback regarding the quality, quantity, appropriateness and timeliness of information provided to the Board • Advise and recommend outside advisors and consultants who report to the Board, and authorize the retention of those who report directly to the independent directors • Where appropriate, consult with the Chief Legal Officer for advice and counsel in the course of fulfilling the LID’s duties • Serve as an independent contact for independent directors on matters deemed to be best discussed initially with the LID or in other situations where the Board Chair is unavailable • Collaborate with the Board Chair and the NCG Committee, and as appropriate, the Board, to develop and implement the procedures governing the Board’s work Notice & Proxy Statement 10 TABLE OF CONTENTS Board Culture • Facilitate the efficient and effective functioning and performance of the Board and its committees, as appropriate • Along with the Board Chair, encourage and facilitate active and candid participation of all directors, including by fostering an environment of open dialogue and constructive feedback among the independent directors that ensures diverse viewpoints of all directors are heard • Facilitate discussion among the independent directors on key issues and concerns outside of Board meetings, in an effort to develop consensus between the independent directors Internal Communication • Serve as the principal liaison between the independent directors and the Board Chair/CEO to facilitate clear communication, respect, and trust • Ensure smooth information flow by providing feedback to the Board Chair regarding issues discussed, views expressed, decisions made, etc.
Board leadership: lead independent director responsibilities · Filed 22/07/2026
As such, a substantial majority of the Board is independent, as so defined.
Director independence: substantial independent board majority · Filed 22/07/2026
The Company Has Many Strong Corporate Governance Practices That Give our Shareholders a Voice In addition to the above, the Company has a long-standing commitment to corporate governance practices that ensure that all shareholders have meaningful opportunities to have a voice in the Company’s governance and strategic direction without imposing the burdens and risks associated with frequent special meetings, including but not limited to: (i) annual elections for all directors, each subject to a majority voting standard in uncontested elections, (ii) only one class of voting securities, (iii) regular and intentional shareholder engagement to discuss business strategies, performance, and when necessary or desired, corporate governance and other issues, (iv) proxy access consistent with market practice (i.e., a 3/3/20/20 structure), (v) the existing right of shareholders to act by written consent, and (vi) the existing right of shareholders to call special meetings with a 25% threshold.
Shareholder proposal response: existing elections, voting and shareholder rights · Filed 22/07/2026
AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited) (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) Shares Outstanding Common Stock Retained Earnings Shareholders' Equity Balance at April 30, 2026 36,904,285 $ — $ 3,951,719 $ 3,951,719 Net income — — 273,720 273,720 Dividends declared (65 cents per share) — — (24,252) (24,252) Repurchase of common stock (54,647) — (45,642) (45,642) Share-based compensation 220,996 16,930 — 16,930 Tax withholdings on employee share-based awards (91,213) (16,930) (61,632) (78,562) Balance at July 31, 2026 36,979,421 $ — $ 4,093,913 $ 4,093,913 Shares Outstanding Common Stock Retained Earnings Shareholders' Equity Balance at April 30, 2025 37,119,083 $ 49,605 $ 3,459,065 $ 3,508,670 Net income — — 215,355 215,355 Dividends declared (57 cents per share) — — (21,422) (21,422) Repurchase of common stock (69,687) (18,931) (12,320) (31,251) Share-based compensation 223,589 15,221 — 15,221 Tax withholdings on employee share-based awards (92,000) (45,895) — (45,895) Balance at July 31, 2025 37,180,985 $ — $ 3,640,678 $ 3,640,678 See notes to unaudited condensed consolidated financial statements.
Condensed shareholders' equity statements: share issuance, repurchases and award tax withholding · Filed 08/09/2026
As of July 31, 2026, the Company has 294 charging stations at 68 stores, across 14 states.
MD&A: installed EV charging stations as of July 31, 2026 · Filed 08/09/2026
21 Table of Contents INDIVIDUAL STORE COMPARISONS (1) Years ended April 30, 2026 2025 2024 Average retail sales $ 5,879 $ 5,556 $ 5,710 Average retail inside sales (2) 2,199 2,095 2,037 Average revenue less cost of goods sold (excluding depreciation and amortization) on inside sales (2) 896 842 801 Average retail sales of fuel 3,680 3,461 3,673 Average revenue less cost of goods sold (excluding depreciation and amortization) on fuel 512 446 445 Average operating income (3) 566 496 473 Average number of gallons sold 1,217 1,123 1,102 (1)Individual store comparisons include only those stores that had been in operation for at least one full year and remained open on April 30 of the fiscal year indicated.
MD&A: individual-store sales, gross contribution and operating income comparisons · Filed 22/06/2026
AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) Three Months Ended July 31, 2026 2025 Total revenue $ 5,678,336 $ 4,567,106 Cost of goods sold (excluding depreciation and amortization, shown separately below) 4,439,142 3,454,660 Operating expenses 754,111 698,176 Depreciation and amortization 115,994 108,963 Interest, net 22,059 26,850 Income before income taxes 347,030 278,457 Federal and state income taxes 73,310 63,102 Net income $ 273,720 $ 215,355 Net income per common share Basic $ 7.40 $ 5.80 Diluted $ 7.37 $ 5.77 Basic weighted average shares outstanding 36,965,113 37,148,383 Plus dilutive effect of share-based compensation 177,144 203,697 Diluted weighted average shares outstanding 37,142,257 37,352,080 See notes to unaudited condensed consolidated financial statements.
Condensed income statements: quarterly earnings and operating expenses · Filed 08/09/2026
AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued) (DOLLARS IN THOUSANDS) SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION Three months ended July 31, 2026 2025 Cash paid during the period for: Interest, net of amount capitalized $ 22,498 $ 26,896 Income taxes, net 751 10,050 Noncash activities: Purchased property and equipment in accounts payable 114,088 64,905 Right-of-use assets obtained in exchange for new finance lease liabilities 1,188 4,448 Right-of-use assets obtained in exchange for new operating lease liabilities 4,133 — See notes to unaudited condensed consolidated financial statements.
Supplemental cash flows: property purchases included in accounts payable · Filed 08/09/2026
