What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-06-23 compared with 2024-06-24 · 195 added, 114 removed, 603 unchanged (34% of the section changed)

1 unchanged sentence

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Directors

To The Shareholders and Board of Directors

Casey’s General Stores, Inc.:

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Sufficiency of audit evidence over merchandise inventory quantities at store locations

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In addition, we evaluated the overall sufficiency of audit evidence obtained over the quantities of merchandise inventory at store locations.

Evaluation of the fair value of real property acquired in a business combination

As discussed in Note 2 to the consolidated financial statements, on November 1, 2024 (the acquisition date) the Company closed on the acquisition of Fikes Wholesale, owner of CEFCO Convenience Stores, and Group Petroleum Services (Fikes) through an equity purchase agreement.

The acquisition met the criteria to be considered a business combination.

The aggregate purchase price for the acquisition totaled $1,165,752 thousand, which included acquired property and equipment, including land, buildings and improvements with an acquisition-date fair value of $529,719 thousand, and operating lease right-of-use assets with an acquisition-date fair value of $313,867 thousand (collectively, real property acquired).

We identified the evaluation of the fair value of the real property acquired in the Fikes business combination as a critical audit matter.

Specifically, subjective auditor judgment and specialized skills and knowledge were required to evaluate the assumptions that were used to determine the fair value of the real property acquired, which included comparable land sales, depreciated replacement costs for buildings and improvements, and market rent for operating lease right-of-use-assets, as these assumptions involved a high level of management judgment due to the existence of alternative assumptions.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s business combination process, including certain controls over the determination of the fair values for the real property acquired in the Fikes business combination.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the Company’s comparable land sales assumptions by developing independent ranges of fair value estimates for a sample of acquired land using publicly available comparable land sales and comparing them to the Company’s fair value estimates

• evaluating the Company’s depreciated replacement cost assumptions for buildings and improvements by developing independent ranges of fair value estimates for a sample of acquired buildings and improvement assets using publicly available cost data and comparing them to the Company’s fair value estimates

• evaluating the Company’s market rent assumptions for operating lease right-of-use-assets by developing independent ranges of fair value estimates for a selection of operating lease right-of-use assets using publicly available market data and comparing them to the Company’s fair value estimates.

We have served as the Company’s auditor since 1987.

Des Moines, Iowa

Minneapolis, Minnesota

June 23, 2025

Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Directors

To The Shareholders and Board of Directors

Casey’s General Stores, Inc.:

4 unchanged sentences

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of April 30, 2025 and 2024, the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated June 23, 2025 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Fikes Wholesale during fiscal year 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2025, Fikes Wholesale’s internal control over financial reporting associated with 2% of total assets and 6% of total revenues included in the consolidated financial statements of the Company as of and for the year ended April 30, 2025.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Fikes Wholesale.

Basis for Opinion

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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.

Des Moines, Iowa

Minneapolis, Minnesota

June 23, 2025

6 unchanged sentences

Inventories 480,034 428,722

Prepaid expenses 25,791 22,107

Prepaid and other current assets 24,641 25,791

Income taxes receivable 770 17,066

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Land 1,429,673 1,281,408

Buildings and leasehold improvements 3,003,191 2,629,795

Buildings, land improvements and leasehold improvements 3,539,550 3,003,191

Machinery and equipment 3,314,403 3,052,798

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Net property and equipment 5,413,244 4,669,357

Other assets, net of amortization 195,559 192,153

Other assets, net 120,082 79,740

Operating lease right-of-use assets, net 417,046 115,819

Goodwill 1,244,893 652,663

8 unchanged sentences

Insurance accruals 41,328 27,323

Operating lease liabilities 14,647 4,069

Other 189,870 149,536

2 unchanged sentences

Deferred income taxes 646,905 596,850

Operating lease liabilities, net of current portion 434,707 111,100

Insurance accruals, net of current portion 33,143 30,046

35 unchanged sentences

— — ( 57,488 ) ( 57,488 )

Exercise of stock options 3,000 133 — 133

Share-based compensation (net of tax withholding on employee share-based awards) 151,581 30,625 — 30,625

3 unchanged sentences

— — ( 64,673 ) ( 64,673 )

Repurchase of common stock ( 392,290 ) ( 105,451 ) — ( 105,451 )

Share-based compensation (net of tax withholding on employee share-based awards) 137,530 22,867 — 22,867

3 unchanged sentences

— — ( 75,383 ) ( 75,383 )

Repurchase of common stock ( 392,290 ) ( 105,451 ) — ( 105,451 )

Share-based compensation (net of tax withholding on employee share-based awards) 110,595 22,152 — 22,152

9 unchanged sentences

Depreciation and amortization 403,647 349,797 313,131

Amortization of debt issuance costs 1,111 1,789 2,527

Amortization of debt related costs 2,312 1,111 1,789

Change in excess replacement cost over LIFO inventory valuation 11,530 12,499 24,231

Share-based compensation 47,732 41,379 47,024

Loss (gain) on disposal of assets and impairment charges 6,414 6,871 ( 1,201 )

Loss on disposal of assets and impairment charges 12,401 6,414 6,871

Deferred income taxes 59,958 53,252 23,126

16 unchanged sentences

Payments of long-term debt and finance lease obligations ( 239,492 ) ( 53,656 ) ( 40,970 )

Payment of debt issuance costs — ( 3,940 ) ( 1,149 )

Proceeds from exercise of stock options — — 133

Payments of debt related costs ( 5,891 ) — ( 3,940 )

Payments of cash dividends ( 72,309 ) ( 62,918 ) ( 55,617 )

Repurchase of common stock ( 104,898 ) — —

Repurchase of common stock and payment of related excise taxes ( 734 ) ( 104,898 ) —

Tax withholdings on employee share-based awards ( 25,580 ) ( 18,512 ) ( 16,399 )

Net cash (used in) provided by financing activities ( 239,984 ) ( 116,926 ) 191,587

Net (decrease) increase in cash and cash equivalents ( 172,387 ) 219,991 ( 177,667 )

Net cash provided by (used in) financing activities 755,994 ( 239,984 ) ( 116,926 )

Net increase (decrease) in cash and cash equivalents 120,180 ( 172,387 ) 219,991

Cash and cash equivalents at beginning of year 206,482 378,869 158,878

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We consider all highly liquid investments with a maturity at purchase of three months or less to be cash equivalents.

Included in cash equivalents are money market funds, treasury bills, and credit card, debit card and electronic benefits transfer transactions that process within three days.

Included in cash equivalents are money market funds, treasury bills, as well as credit card, debit card and electronic benefits transfer transactions that process within three days.

Receivables :

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RINs are recorded as a reduction in cost of goods sold at the contracted sales price, in the period when the Company transfers the RIN.

The Company does not record inventories on the balance sheet related to RINs, as they are acquired at no cost to the Company.

The Company does not record inventories on the balance sheet related to RINs, as they are acquired at no specified cost to the Company.

The Company includes in cost of goods sold the costs incurred to acquire fuel and merchandise, including excise taxes, less vendor allowances and rebates and RINs.

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The useful lives utilized for capitalized software implementation costs range from 2 - 13 years.

As of April 30, 2024 and 2023, the Company had recognized $ 37,619 and $ 42,495 of capitalized software implementation costs, respectively.

As of April 30, 2025 and 2024, the Company had recognized $ 35,588 and $ 37,619 of capitalized software implementation costs, net of amortization, respectively.

The outstanding balance is recognized in other assets, net of amortization on the consolidated balance sheets.

4 unchanged sentences

Management’s analysis of recoverability completed as of the fiscal year-end indicated no evidence of impairment for the years ended April 30, 2025, 2024, and 2023.

Contractual customer relationships :

As the result of a prior acquisition, the Company recognized approximately $ 31,100 of contractual customer relationships.

Customer relationships :

The Company has recognized intangible assets for customer relationships, related to acquired wholesale fuel relationships.

These assets were valued using the multi-period excess earnings method.

The contractual customer relationships are amortized on a straight-line basis over a useful life of 15 years and are included within other assets, net of amortization in the consolidated balance sheets as of April 30, 2024.

As of April 30, 2024 and 2023, the Company has recognized $ 24,880 and $ 26,953 of contractual customer relationships, which was net of accumulated amortization of $ 6,220 and $ 4,147 , respectively.

The customer relationships are amortized on a straight-line basis over a useful life of 15 years and are included within other assets, net of amortization in the consolidated balance sheets as of April 30, 2025.

As of April 30, 2025 and 2024, the Company has recognized $ 51,807 and $ 24,880 of customer relationships, which was net of accumulated amortization of $ 9,293 and $ 6,220 , respectively.

The Company expects to recognize $ 4,073 of annual amortization expense related to contractual customer relationships over the next 5 years.

2 unchanged sentences

Buildings 25 - 40 years

Land improvements 15 years

Machinery and equipment 3 - 40 years

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Revenue related to the points issued is expected to be recognized less than one year from the original sale to the guest.

As of April 30, 2024 and 2023, the Company recognized a contract liability of $ 52,934 and $ 55,561 , respectively, related to the outstanding Casey's Rewards program, which is included in other accrued expenses on the consolidated balance sheets.

During fiscal 2024, the digital box top program was discontinued and outstanding digital box tops were converted to points.

Gift card related revenue is recognized as the gift cards are used by the guest.

Gift card breakage revenue is recognized based on the estimated gift card breakage rate over the pro rata usage of the card.

As of April 30, 2024 and 2023, the Company recognized a liability of $ 17,985 and $ 17,463 , respectively, related to outstanding gift cards, which is included in other accrued expenses on the consolidated balance sheets.

As of April 30, 2025 and 2024, the Company recognized a contract liability of $ 64,077 and $ 52,934 , respectively, primarily related to the Casey's Rewards program, which is included in other accrued expenses on the consolidated balance sheets.

Net income per common share:

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Derivative instruments:

There were no options or futures contracts as of or during the years ended April 30, 2024, 2023, or 2022.

From time to time, we participate in a forward buy of certain commodities.

These are not accounted for as derivatives under the normal purchases and sale exclusions within the applicable accounting guidance.

The Company utilizes futures contracts to economically hedge price risk of bulk fuel that is stored in various fuel terminals and fuel pipelines, until such time the underlying gallons can be delivered to the store.

The Company has not elected hedge accounting under ASC 815 for these financial instruments.

The financial instruments are recognized at fair value as of the reporting date, within prepaid and other current assets in the consolidated balance sheets, with changes in the fair value of such instruments recognized through cost of goods sold (excluding depreciation and amortization) in the consolidated statements of income.

Outstanding balances and activity related to derivative instruments were immaterial to the financial statements as of and for the year ended April 30, 2025.

There were no outstanding balances or activity related to derivative instruments as of April 30, 2024, or 2023 and for the periods then ended.

Share-based compensation:

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Additionally, certain awards include performance and market conditions.

Performance-based awards are based on either the achievement of a three-year average return on invested capital (ROIC) or three-year cumulative earnings before interest, income taxes, depreciation, and amortization (EBITDA).

Performance-based awards are primarily based on either the achievement of a three-year average return on invested capital (ROIC) or three-year cumulative earnings before interest, income taxes, depreciation, and amortization (EBITDA).

For these awards, share-based compensation expense is estimated based on the probable outcome of shares to be awarded adjusted as necessary at each reporting period.

Additionally, if the Company's relative total shareholder return over the performance period is in the bottom or top quartile of the companies comprising the S&P 500, the performance-based shares included will be adjusted downward by 25%, or upward by 25%, respectively (the "TSR Modifier").

The fair value of these awards is determined using a Monte Carlo simulation as of the date of the grant.

The fair value of awards with the TSR Modifier is determined using a Monte Carlo simulation as of the date of the grant.

For the market-based portion of these awards, the share-based compensation expense will not be adjusted should the target awards vary from actual awards.

Segment reporting:

As of April 30, 2024, we operated 2,658 stores in 17 states.

Our convenience stores offer a broad selection of merchandise, fuel and other products and services designed to appeal to the convenience needs of our guests.

We manage the business on the basis of one operating segment and therefore, have only one reportable segment.

Our stores sell similar products and services, use similar processes to sell those products and services, and sell their products and services to similar classes of guests.

We make specific disclosures concerning the three broad categories of prepared food and dispensed beverage, grocery and general merchandise, and fuel because it allows us to more effectively discuss trends and operational initiatives within our business and industry.

Although we can separate revenue and cost of goods sold within these categories (and further sub-categories), the operating expenses associated with operating a store that sells these products are not separable by these three categories.

Recent accounting pronouncements:

In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50).

The standard included guidance related to supplier finance programs and requires the buyer in a supplier finance program to disclose qualitative and quantitative information about the program.

The new standard was effective for the Company beginning May 1, 2023.

The adoption of this standard did not have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures.

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The amendments will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit and loss.

The new standard is effective for the Company's annual periods beginning May 1, 2024, and interim periods beginning May 1, 2025, with early adoption permitted.

The Company is currently evaluating ASU 2023-07 to determine its impact on our disclosures.

The new standard was effective beginning in the current filing.

These new disclosure requirements are applied retrospectively to all prior periods included in the financial statements.

Refer to Note 11 for the new required disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.

1 unchanged sentence

The new standard is effective for the Company's annual periods beginning May 1, 2025, with early adoption permitted.

The Company does not expect the adoption of ASU 2023-09 to have a material impact to our disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40).

The standard requires new financial statement disclosures regarding specified information about certain costs and expenses.

The new standard is effective for the Company's annual periods beginning May 1, 2027, and interim periods beginning May 1, 2028, with early adoption permitted.

The Company is currently evaluating ASU 2024-03 to determine its impact on our disclosures.

A CQUISITIONS

Current Period Acquisitions

During the year ended April 30, 2024, the Company acquired 112 stores through a variety of transactions, pursuant to the terms and conditions of the individual asset purchase agreements.

The majority of these acquisitions meet the criteria to be considered business combinations.

The purchase price for each transaction was paid in cash upon closing using available cash on hand.

The acquisitions were recorded in the financial statements by allocating the purchase price to the assets acquired, including intangible assets, and liabilities assumed, based on their estimated fair values at the acquisition date as determined by third party appraisals or internal estimates.

Fair values were determined using Level 3 inputs, which are unobservable inputs that are not corroborated by market data.

The excess of the cost of the acquisition over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill if the acquisition is considered to be a business combination.

Goodwill of $ 37,321 was recognized as the result of the current period acquisitions and is primarily attributable to the location of the stores in relation to our footprint and expected synergies.

Almost all of the goodwill associated with these transactions will be deductible for income tax purposes over 15 years.

Acquisition-related transaction costs are recognized as period costs as incurred.

The Company incurred total acquisition-related transaction costs of $ 8,920 for fiscal 2024 which are recorded within operating expenses on the consolidated statements of income.

Current Period Acquisition

On November 1, 2024, the Company closed on the acquisition of Fikes Wholesale, owner of CEFCO Convenience Stores, and Group Petroleum Services (collectively “Fikes”) through an equity purchase agreement.

As part of the acquisition, the Company acquired 100 % of the equity of Fikes.

The transaction included 198 retail locations as well as a fuel terminal, and a wholesale network, where the Company manages fuel wholesale supply agreements to certain locations.

A combination of the land and/or building at 101 retail locations are subject to lease agreements.

The acquisition brought 148 additional stores to Texas, as well as 50 stores in Alabama, Florida, and Mississippi.

This acquisition met the criteria to be considered a business combination.

The acquisition was recorded in the financial statements by allocating the purchase price to the assets acquired, including intangible assets, and liabilities assumed, based on their estimated fair values at the acquisition date.

Fair values were determined using primarily Level 3 inputs, which are unobservable inputs that are not corroborated by market data.

The excess of the cost of the acquisition over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill.

Goodwill of $ 577,652 was recognized as the result of the acquisition and is primarily attributable to the location of the stores in relation to our footprint and expected synergies.

Almost all of the goodwill associated with this transaction will be deductible for income tax purposes over 15 years.

The aggregate purchase price for the acquisition totaled $ 1,165,752 , which is gross of cash and cash equivalents acquired.

The purchase price was paid in cash using available cash on hand and proceeds from the Incremental Term Loan, and the issuance of the Notes.

For definition of the Incremental Term Loan and the Notes, see Note 3 .

The table below summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date.

We utilized a third-party valuation specialist to assist in valuing the majority of other assets, leases and property and equipment acquired.

We utilized a third-party valuation specialist to assist in valuing the customer relationships, trade name, leases, and property and equipment acquired.

Assets acquired:

Cash and cash equivalents $ 60,212

Receivables 25,368

Inventories 50,928

Prepaid and other current assets 2,509

Deferred income taxes 9,903

Property and equipment 529,719

Finance lease right-of-use assets 3,194

Operating lease right-of-use assets 313,867

Other assets 940

Customer relationships and trade name 38,000

Goodwill 577,652

1 unchanged sentence

Liabilities assumed:

Accounts payable 70,892

Accrued expenses and other long-term liabilities 21,972

Finance lease liabilities 5,004

Operating lease liabilities 350,482

Total liabilities 443,346

Net assets acquired and total consideration paid $ 329,573

Payments for acquisition of businesses, net of cash acquired, on the consolidated statements of cash flows includes payments made for acquisitions that are closing shortly after the year-end.

Such payments are not included in the total consideration paid in the table above, as those acquisitions have not yet closed as of the end of the year.

The Company recognized approximately $ 237,529 of revenue related to the acquired locations in the consolidated statements of income for the year ended April 30, 2024.

The amount of net income related to the acquired locations was not material for the year ended April 30, 2024.

Net assets acquired and total purchase price $ 1,165,752

Customer relationships and trade name will be amortized over their respective useful lives of 15 years and 4 years, and are included within other assets, net of amortization in the consolidated balance sheets as of April 30, 2025.

These assets were valued using the multi-period excess earnings method, and relief from royalty method, respectively.

Acquisition-related transaction costs are recognized as period costs as incurred.

The Company incurred total acquisition-related transaction costs of $ 26,205 for the year ended April 30, 2025, related to the Fikes acquisition, which are primarily recorded within operating expenses on the consolidated statements of income.

The Company recognized approximately $ 952,018 of revenue related to the Fikes entities in the consolidated statements of income for year ended April 30, 2025.

The impact to net income related to the Fikes entities was not material for the year ended April 30, 2025.

During the year ended April 30, 2025, the Company acquired a further 37 stores through a variety of transactions, pursuant to the terms and conditions of the individual asset purchase agreements.

The majority of these acquisitions meet the criteria to be considered business combinations, and have been recorded in the financial statements in line with the methods discussed above.

The impact of these acquisitions is not considered to be material.

Pro Forma Information

The following unaudited pro forma information presents a summary of our consolidated statements of income as if the transactions referenced above occurred at the beginning of fiscal 2023 (amounts in thousands, except per share data):

The following unaudited pro forma information presents a summary of our consolidated results of operations as if the acquisition of Fikes occurred at the beginning of the first fiscal year of the periods presented below (amounts in thousands, except per share data):

For the year ended April 30,

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Prior Period Acquisitions

During the year ended April 30, 2023, the Company acquired 47 stores, of which 26 stores were acquired from Minit Mart LLC pursuant to the terms and conditions of an asset purchase agreement.

The majority of these acquisitions meet the criteria to be considered business combinations.

Goodwill of $ 2,408 was recognized as the result of the current year acquisitions and is primarily attributable to the location of the stores in relation to our footprint and expected synergies.

All of the goodwill associated with these transactions will be deductible for income tax purposes over 15 years.

The aggregate purchase price for the acquisitions totaled $ 85,569 , which was paid in cash upon closing using available cash on hand.

Allocation of the purchase price for the transactions in aggregate for the year ended April 30, 2023, was as follows (in thousands):

During the year ended April 30, 2024, the Company acquired 112 stores through a variety of transactions, pursuant to the terms and conditions of the individual asset purchase agreements.

The majority of these acquisitions meet the criteria to be c

onsidered business combinations.

The purchase price for each transaction was paid in cash upon closing using available cash on hand.

Goodwill of $ 37,321 was recognized as the result of the prior period acquisitions and is primarily attributable to the location of the stores in relation to our footprint and expected synergies.

Almost all of the goodwill associated with these transactions will be deductible for income tax purposes over 15 years.

The Company incurred total acquisition-related transaction costs of $ 8,920 for the year ended April 30, 2024 which are recorded within operating expenses on the consolidated statements of income.

Allocation of the purchase price for the transactions in aggregate for the year ended April 30, 2024, was as follows:

Assets acquired:

1 unchanged sentence

Property and equipment 279,396

Finance lease right-of-use assets 3,194

Operating lease right-of-use assets 7,201

Other assets 2,137

Goodwill 37,321

Total assets $ 342,600

Liabilities assumed:

Accrued expenses and other long-term liabilities $ 982

Finance lease liabilities 5,004

Operating lease liabilities 7,041

Total liabilities 13,027

Net assets acquired and total purchase price $ 85,569

Net assets acquired and total consideration paid $ 329,573

FAIR VALUE OF FINANCIAL INSTRUMENTS AND LONG-TERM DEBT

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The fair value calculated excludes finance lease obligations of $ 108,920 and $ 101,818 outstanding at April 30, 2025 and 2024, respectively, which are grouped with long-term debt on the consolidated balance sheets.

Credit Agreement

In the prior fiscal year, the Company entered into a credit agreement for (a) a $ 250 million unsecured term loan (the “Term Loan Facility”) and (b) an $ 850 million unsecured revolving credit facility (the “Revolving Facility” and together with the Term Loan Facility, the “Credit Facilities”).

The Term Loan Facility was used to refinance the Company's previous term loan under a prior credit agreement, and to pay fees and expenses in connection therewith.

Series I and J Senior Notes

On October 4, 2024, the Company entered into a note purchase agreement with respect to the issuance of $ 250,000 aggregate principal amount of senior notes, consisting of:

(i) $ 150,000 aggregate principal amount of 5.23 % Senior Notes, Series I, due November 2, 2031;

and (ii) $ 100,000 aggregate principal amount of 5.43 % Senior Notes, Series J, due November 2, 2034 (collectively, the “Notes”).

The Senior Notes Series I and Series J were issued on October 30, 2024.

Interest on the 5.23 % Senior Notes Series I and 5.43 % Senior Notes Series J is payable on the 2nd day of each May and November.

Principal on the Senior Notes Series I and Series J is payable in full on November 2, 2031 (Series I) and November 2, 2034 (Series J), respectively.

We may prepay these notes in whole or in part at any time in an amount of not less than $2,000 at a redemption price calculated in accordance with the note purchase agreement.

The Company used the proceeds of these notes to partially fund the Fikes acquisition (see further discussion of the Fikes acquisition in Note 2 ).

Amended Credit Agreement

The Company is party to a credit agreement, dated as of April 21, 2023 (the “Original Credit Agreement”) for (a) a $ 250,000 unsecured term loan (the “Original Term Loan”) and (b) an $ 850,000 unsecured revolving credit facility (the “Revolving Facility” and together with the Original Term Loan, the “Original Credit Facilities”).

The Original Term Loan was used to refinance the Company's previous term loan under a prior credit agreement, and to pay fees and expenses in connection therewith.

The Revolving Facility is available for working capital and other general corporate purposes of the Company and its subsidiaries.

Amounts borrowed under the Credit Facilities bear interest at variable rates based upon, at the Company’s option, either:

The outstanding principal balance on the Original Term Loan is required to be repaid in equal quarterly installments in an amount equal to 1.25 % of the original principal amount, on the last day of each March, June, September, and December, with the balance of the Original Credit Facilities due on April 21, 2028.

The Original Credit Agreement contains an expansion option permitting the Company to request an increase of either of the Original Credit Facilities from time to time not to exceed the greater of (a) $ 900,000 and (b) 100 % of Consolidated EBITDA (as defined in the Original Credit Agreement) of the Company for the four most recently completed fiscal quarters, from the lenders or other financial institutions acceptable to the Company and the administrative agent, upon the satisfaction of certain conditions, including the consent of the lenders whose commitments would increase.

The Company had $ 200,000 and $ 237,500 outstanding on the Original Term Loan at April 30, 2025 and 2024, respectively.

Additionally, the Company had $ 0 outstanding under the Revolving Facility at April 30, 2025 and 2024.

On October 30, 2024, the Company entered into an amendment to the Original Credit Agreement (the “Amendment” and, together with the Original Credit Agreement, the “Credit Agreement”), pursuant to which the Company incurred an incremental term loan in an aggregate principal amount of $ 850,000 (the “Incremental Term Loan”).

The outstanding principal balance of the Incremental Term Loan is required to be repaid in equal quarterly installments of $ 10,625 on the last business day of each March, June, September, and December, which commenced on March 31, 2025, with the remaining balance due on October 30, 2029.

The proceeds of the Incremental Term Loan were used to partially fund the Fikes acquisition (see further discussion of the Fikes acquisition in Note 2 ).

The Company had $ 839,375 and $ 0 outstanding on the Incremental Term Loan at April 30, 2025 and 2024, respectively.

Amounts borrowed under the Credit Agreement, including the Term Loan, Incremental Term Loan and the Revolving Facility, bear interest at variable rates based upon, at the Company’s option, either:

(a) either Term SOFR or Daily Simple SOFR, in each case plus 0.1 % (with a floor of 0.00 %) for the interest period in effect, plus an applicable margin ranging from 1.10 % to 1.70 % or (b) an alternate base rate, which generally equals the highest of (i) the prime commercial lending rate announced by the Administrative Agent as its “prime rate”, (ii) the federal funds rate plus 1/2 of 1.00%, and (iii) Adjusted Daily Simple SOFR plus 1.00 %, each plus an applicable margin ranging from 0.1 % to 0.70 % and each with a floor of 1.00 %.

The Revolving Facility carries a facility fee of 0.15 % to 0.30 % per annum.

The applicable margins and facility fee, in each case, are dependent upon the Company’s quarterly Consolidated Leverage Ratio, as defined in the Credit Agreement.

The outstanding principal balance on the Term Loan Facility is required to be repaid in equal quarterly installments in an amount equal to 1.25 % of the original principal amount, on the last day of each March, June, September, and December, with the balance of the Credit Facilities due on April 21, 2028.

The credit agreement contains an expansion option permitting the Company to request an increase of either of the Credit Facilities from time to time not to exceed the greater of (a) $ 900 million and (b) 100 % of Consolidated EBITDA (as defined in the credit agreement) of the Company for the four most recently completed fiscal quarters, from the lenders or other financial institutions acceptable to the Company and the administrative agent, upon the satisfaction of certain conditions, including the consent of the lenders whose commitments would increase.

The Company had $ 0 outstanding on the Revolving Facility at April 30, 2024 and 2023, and $ 237,500 and $ 250,000 outstanding on the Term Loan Facility at April 30, 2024 and 2023, respectively.

The Company has an additional unsecured bank line of credit (the "Bank Line") with availability of up to $ 50,000 .

As of April 30, 2025, the availability under the Bank Line is encumbered by letters of credits totaling $ 308 .

The Bank Line bears

interest at a variable rate subject to change from time to time based on changes in an independent index referred to in the Bank Line as the Federal Funds Offered Rate.

The Bank Line bears interest at a variable rate subject to change from time to time based on changes in an independent index referred to in the Bank Line as the Federal Funds Offered Rate.

There was $ 0 outstanding under the Bank Line at April 30, 2025 and 2024.

3 unchanged sentences

Finance lease liabilities (Note 7 )

$ 108,920 $ 101,818

3.67 % Senior Notes (Series A) due in 7 installments beginning June 17, 2022, and ending June 15, 2028

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3.51 % Senior Notes (Series E) due June 13, 2025

150,000 150,000

3.77 % Senior Notes (Series F) due August 22, 2028

4 unchanged sentences

325,000 325,000

5.23 % Senior notes (Series I) due November 2, 2031

5.43 % Senior notes (Series J) due November 2, 2034

Variable rate term loan facility, requiring quarterly installments ending April 21, 2028 200,000 237,500

Variable rate incremental term loan facility, requiring quarterly installments ending October 30, 2029 839,375 —

Debt issuance costs ( 5,750 ) ( 1,379 )

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Awards under the 2018 Plan may take the form of stock options, stock appreciation rights, restricted stock, restricted stock units and other equity-based and equity-related awards.

Each share issued pursuant to a stock option and each share with respect to which a stock-settled stock appreciation right is exercised (regardless of the number of shares actually delivered) is counted as one share against the maximum limit under the 2018 Plan, and each share issued pursuant to an award

of restricted stock or restricted stock units is counted as two shares against the maximum limit.

Each share issued pursuant to a stock option and each share with respect to which a stock-settled stock appreciation right is exercised (regardless of the number of shares actually

delivered) is counted as one share against the maximum limit under the 2018 Plan, and each share issued pursuant to an award of restricted stock or restricted stock units is counted as two shares against the maximum limit.

Restricted stock is transferred immediately upon grant (and may be subject to a holding period), whereas restricted stock units have a vesting period that must expire, and in some cases performance or market conditions that must be satisfied before the stock is transferred.

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All awards have been granted at no cost to the grantee.

The following table presents a summary of our RSU activity during the three-year period ended April 30, 2024.

At April 30, 2024, there were no stock options outstanding.

The following table presents a summary of our restricted stock unit activity during the three-year period ended April 30, 2025.

At April 30, 2025, there were no stock options, stock appreciation rights or other equity-based awards outstanding.

Weighted-Average

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The Repurchase Program can be suspended or discontinued at any time.

During fiscal 2024, the Company repurchased and retired 392,290 shares of our common stock under our share repurchase program for a total of $ 104.9 million, excluding fees, commissions and other costs.

As of April 30, 2025, $ 295.1 million remained available for future purchases under this share repurchase program.

The Company did not complete any share repurchases during the current fiscal year.

NET INCOME PER COMMON SHARE

7 unchanged sentences

Weighted-average shares outstanding-basic 37,116,152 37,164,022 37,266,851

Plus effect of stock options and restricted stock units 206,284 252,844 197,800

Plus effect of restricted stock units 226,860 206,284 252,844

Weighted-average shares outstanding-diluted 37,343,012 37,370,306 37,519,695

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In addition, the Company had state tax credit carryforwards of $ 2,133 , which begin to expire in 2027.

The valuation allowance for state net operating loss and state tax credit deferred tax assets as of April 30, 2024 and 2023 was $ 550 and $ 250 , respectively.

The valuation allowance for state net operating loss and state tax credit deferred tax assets as of April 30, 2025 and 2024 was $ 550 .

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion of the deferred tax assets will not be realized.

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The Company had a total of $ 10,773 and $ 10,747 in gross unrecognized tax benefits at April 30, 2025 and 2024, respectively, which is recorded in other long-term liabilities in the consolidated balance sheets.

Of this amount, $ 8,490 represents the amount of unrecognized tax

benefits that, if recognized, would impact our effective tax rate.

Unrecognized tax benefits decreased $ 210 during the twelve months ended April 30, 2024, due primarily to the expiration of certain statute of limitation exceeding the increase associated with income tax filing positions for the current year.

Of this amount, $ 8,510 represents the amount of unrecognized tax bene

fits that, if recognized, would impact our effective tax rate.

Unrecognized tax benefits increased $ 26 during the twelve months ended April 30, 2025, due primarily to the increase associated with income tax filing positions for the current year exceeding the decrease related to the expiration of certain statute of limitations.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

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The total net amount of accrued interest and penalties for such unrecognized tax benefits was $ 266 and $ 350 at April 30, 2025 and 2024, respectively, and is included in other long-term liabilities.

Net interest and penalties included in income tax expense for the twelve month periods ended April 30, 2024 and 2023 was an decrease in tax expense of $ 36 and an increase in tax expense of $ 15 , respectively.

Net interest and penalties included in income tax expense for the twelve month periods ended April 30, 2025 and 2024 was a decrease in tax expense of $ 84 and a decrease in tax expense of $ 36 , respectively.

A number of years may elapse before an uncertain tax position is audited and ultimately settled.

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These changes could result from the expiration of the statute of limitations, examinations or other unforeseen circumstances.

The Company has no ongoing federal or state income tax examinations.

The State of Illinois is currently examining tax years 2020 and 2021.

The Company has no other ongoing federal or state income tax examinations.

At this time, the Company’s best estimate of the reasonably possible change in the amount of the gross unrecognized tax benefits is a decrease of $ 2,500 during the next twelve months mainly due to the expiration of certain statute of limitations.

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The Company is a lessor in situations where the Company owns land or building and leases a portion or all of the property or equipment to a tenant.

In both situations, leases are reported in accordance with ASC 842 - Leases .

As a lessee, the Company recognizes a right-of-use asset representing its right to use the underlying asset for the lease term and a lease liability for the obligation to make lease payments.

1 unchanged sentence

For leases with a term of twelve months or less, we have elected to not recognize lease assets and lease liabilities and will recognize lease expense on a straight-line basis over the lease term.

The Company records operating lease liabilities in other accrued expenses and other long-term liabilities and records finance lease liabilities within current maturities of long-term debt and finance lease obligations and long-term debt and finance lease obligations on the consolidated balance sheets.

The Company records operating lease liabilities within its own line item, broken out between current and long-term, and records finance lease liabilities within current maturities of long-term debt and finance lease obligations and long-term debt and finance lease obligations on the consolidated balance sheets.

All lessor related activity is considered immaterial to the consolidated financial statements.

3 unchanged sentences

In these situations, if it is reasonably certain the lease would be extended, we have included those extensions within the remaining lease payments at the time of measurement.

When acquiring leases in a business combination, we retain the lease classification utilized by the seller if it was determined using acceptable methods under ASC 842 .

When acquiring leases in a business combination, we retain the lease classification utilized by the seller if it was determined using acceptable methods under U.S.

As part of the allocation of the purchase price in a business combination, lease terms are compared to market terms utilizing an income approach to determine if leases are favorable or unfavorable.

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Finance lease right-of-use assets Net property and equipment $ 89,909 $ 83,714

Operating lease right-of-use assets Other assets, net of amortization 115,819 107,994

Operating lease right-of-use assets Operating lease right-of-use assets, net 417,046 115,819

The summary of lease-related costs included on the consolidated statements of income is included below:

4 unchanged sentences

Amortization of right-of-use assets $ 10,275 $ 10,417 $ 5,882

Interest on lease liabilities 4,491 2,966 2,337

Interest expense on lease liabilities 4,969 4,491 2,966

The summary of cash paid for amounts included in the measurement of liabilities included on the consolidated statements of cash flows and supplementary cash flow information are included below:

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Effective during the third quarter of fiscal year 2020, Casey’s Marketing Company, and the City of Joplin, Missouri (“Joplin”) entered into an agreement in which Joplin agreed to issue up to $ 51,400 of taxable industrial development revenue bonds for the purpose of acquiring, constructing, improving, purchasing, equipping and installing a warehouse and distribution facility, which has been completed and is currently being used by the Company.

As the title of the development was transferred to Joplin and the Company is subsequently leasing the related asset from Joplin, we have accounted for the transaction under the sale-and-leaseback guidance included in ASC 842-40 .

We have a purchase option included in the lease agreement for below the fair value of the asset, which prevents the transfer of the assets to Joplin from being recognized as a sale.

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While the outcome of such litigation, proceedings, investigations, or claims is never certain, it is our opinion, after taking into consideration legal counsel’s assessment and the availability of insurance proceeds and other collateral sources to cover potential losses, that the ultimate disposition of such matters currently pending or threatened, individually or cumulatively, will not have a material impact on our consolidated financial position and results of operations.

The Company is named as a defendant in a lawsuit filed in the United States District Court for the Northern District of Indiana, titled McColley v.

The Company is named as a defendant in a lawsuit filed in the United States District Court for the Northern District of Indiana, initially titled McColley v.

Casey’s General Stores, Inc.

(now titled White v.

Casey's General Stores, Inc.), in which the plaintiff alleges that the Company misclassified its Store Managers as exempt employees under the Fair Labor Standards Act (FLSA).

The complaint seeks unpaid wages, liquidated damages and attorneys’ fees for the plaintiff and all similarly situated Store Managers who worked at the Company from February 16, 2015, to the present.

On March 31, 2021, the Court granted conditional certification, and to-date, approximately 1,400 current and/or former Store Managers remain opted-in to participate in the McColley lawsuit.

On March 31, 2021, the Court granted conditional certification, and to-date, approximately 1,400 current and/or former Store Managers remain opted-in to participate in the lawsuit.

The Company is also named in a related lawsuit filed in the Southern District of Illinois, titled Kessler v.

4 unchanged sentences

The Company believes that its Store Managers are properly classified as exempt employees under the FLSA and it intends to continue to vigorously defend these matters.

In 2023, the Company received a $ 15,297 one-time payment from the resolution of a legal matter.

These proceeds were recognized as a reduction to operating expenses in the consolidated statements of income.

At April 30, 2024, the Company was primarily self-insured for workers’ compensation claims in all but two states of its operating territory.

In North Dakota and Ohio, the Company is required to participate in an exclusive, state managed fund for

all workers compensation claims.

The Company was also partially self-insured for general liability and auto liability under an agreement that provides for annual stop-loss limits equal to or exceeding $ 2,000 for auto liability and $ 1,000 for general liability and workers' compensation.

At April 30, 2025, the Company was primarily self-insured for workers’ compensation claims in all but three states of its operating territory.

In North Dakota and Ohio, the Company is required to participate in an exclusive, state-managed fund for all workers compensation claims.

In Texas, the Company maintains a Work Injury Benefit Plan in lieu of workers’ compensation insurance for all Texas-based Team Members other than Group Petroleum Services drivers.

The Company was also partially self-insured for general liability and auto liability under an agreement that provides for annual stop-loss limits

equal to or exceeding $ 2,000 for auto liability and $ 1,000 for both general liability and workers' compensation.

Additionally, the Company is self-insured for its portion of Team Member medical expenses.

At April 30, 2025 and 2024, the Company had $ 74,471 and $ 57,369 , respectively, accrued for estimated claims relating to self-insurance, the majority of which has been actuarially determined.

SEGMENT REPORTING

As of April 30, 2025, we operated 2,904 stores in 20 states.

Our convenience stores offer a broad selection of merchandise, fuel and other products and services designed to appeal to the convenience needs of our guests.

We manage the business on the basis of one operating segment and therefore, have only one reportable segment.

Our stores sell similar products and services, use similar processes to sell those products and services, and sell their products and services to similar classes of guests.

We make specific disclosures concerning the three broad categories of fuel, grocery and general merchandise, and prepared food and dispensed beverage because it allows us to more effectively discuss trends and operational initiatives within our business and industry.

Although we can separate revenues and cost of goods sold within these categories (and further sub-categories), the operating expenses associated with operating a store that sells these products are not separable by these three categories.

Casey’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer.

The CODM assesses performance for the segment and decides how to allocate resources and capital based on profitability metrics, such as net income, that is reported on the consolidated statements of income.

The CODM considers actual-to-forecast variances on a monthly, quarterly and annual basis for this profit measure when making decisions about resource allocation and assessing company performance.

Total asset information by segment is not regularly provided to our CODM or utilized for purposes of assessing performance or allocating resources and, as a result, such information has not been presented below.

The following table provides information on revenue, significant expenses, and net income related to the single reportable segment:

Years ended April 30,

2025 2024 2023

Revenue $ 15,940,899 $ 14,862,913 $ 15,094,475

Cost of goods sold (excluding depreciation and amortization)

Prepared food & dispensed beverage 674,322 603,305 574,155

Grocery & general merchandise 2,691,879 2,456,867 2,289,326

Fuel 8,539,339 8,285,400 8,952,397

Other (1) 282,956 169,430 206,191

Total cost of goods sold (excluding depreciation and amortization) 12,188,496 11,515,002 12,022,069

Operating expenses

Same-store employee expense 975,186 940,560 861,840

Same-store other expense 480,378 454,480 393,067

Same-store credit card fees expense 212,399 211,681 201,579

Non same-store operating expense 305,604 170,420 204,938

Other (2) 578,789 511,372 458,518

Total operating expenses 2,552,356 2,288,513 2,119,942

Depreciation & amortization 403,647 349,797 313,131

Interest, net 83,951 53,441 51,815

Income before income taxes 712,449 656,160 587,518

Federal and state income taxes 165,929 154,188 140,827

Net income $ 546,520 $ 501,972 $ 446,691

(1) Other included in total cost of goods sold (excluding depreciation and amortization) primarily includes activity related to wholesale fuel.

(2) Other included in operating expenses includes expenses for information technology, operations, merchandising, finance, human resources, legal, acquisitions, field operations and service excellence.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data