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Item 9A. Controls and Procedures

2025-06-23 compared with 2024-06-24 · 32 added, 16 removed, 125 unchanged (28% of the section changed)

13 unchanged sentences

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) .

We acquired Fikes Wholesale, owner of CEFCO Convenience Stores, and Group Petroleum Services (collectively “Fikes”) on November 1, 2024.

We excluded Fikes' internal controls over financial reporting from the scope of management’s annual assessment of the effectiveness of the Company's controls and procedures.

This exclusion is in accordance with the general guidance issued by the Staff of the SEC that an assessment of a recent business combination may be omitted from management's report on internal control over financial reporting in the first year of consolidation.

Total assets and revenue excluded from management's assessment represented approximately 2% and 6%, respectively, of total assets and revenue as of and for the year-ended April 30, 2025.

On the basis of the prescribed criteria, management concluded that the Company's internal control over financial reporting was effective as of April 30, 2025.

2 unchanged sentences

There were no changes in the Company's internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Except as noted in the section above, there have been no other changes in the Company’s internal control over financial reporting during the year ended April 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

10 unchanged sentences

Shareholders may obtain copies of any of these corporate governance documents free of charge by downloading from the Web site or by writing to the Corporate Secretary at the address on the cover of this Form 10-K.

The Company has adopted insider trading policies and procedures applicable to its directors, officers, and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable Nasdaq listing standard.

The Company's Insider Trading Policy and Procedures is filed as Exhibit 19.1 to this Form 10-K.

In addition, it is our policy to comply with applicable securities and state laws, including insider trading laws, when engaging in transactions in the Company's securities.

EXECUTIVE COMPENSATION

9 unchanged sentences

The following financial statements are included herewith:

Reports of Independent Registered Public Accounting Firm (PCAOB ID 185 )

Reports of Independent Registered Public Accounting Firm ( KPMG LLP , Minneapolis, MN , PCAOB ID 185 )

Consolidated Balance Sheets, April 30, 2025 and 2024

6 unchanged sentences

Description of Exhibits

2.1 Equity Purchase Agreement by and among Casey’s General Stores, Inc., Fikes Wholesale, Inc., Group Petroleum Services, Inc., the Representative, and certain other parties thereto, dated July 25, 2024 (incorporate by reference to Exhibit 2.1 to Form 8-K as filed July 26, 2024)

3.1 Second Restatement of the Restated and Amended Articles of Incorporation, as amended September 5, 2018, June 28, 2019 and September 4, 2019 (incorporated by reference to Exhibit 3.1 to Form 10-Q as filed September 9, 2019)

3 unchanged sentences

4.3 First Amendment to the 2013 Note Purchase Agreement, dated June 30, 2020 (incorporated by reference to Exhibit 4.2 to Form 8-K as filed July 7, 2020)

4.4 Second Amendment to the 2013 Note Purchase Agreement, dated October 4, 2024 (incorporated by reference to Exhibit 4.2 to Form 8-K as filed October 9, 2024)

4.5 Note Purchase Agreement dated May 2, 2016 among the Company and the purchasers of the 3.65% Series C Notes and 3.72% Series D Notes (incorporated by reference to Exhibit 4.11 to Form 8-K as filed May 3, 2016)

4.5 First Amendment to the 2016 Note Purchase, dated June 30, 2020 (incorporated by reference to Exhibit 4.3 to Form 8-K as filed July 7, 2020)

4.6 First Amendment to the 2016 Note Purchase Agreement , dated June 30, 2020 (incorporated by reference to Exhibit 4.3 to Form 8-K as filed July 7, 2020)

4.7 Second Amendment to the 2016 Note Purchase Agreement, dated October 4, 2024 (incorporated by reference to Exhibit 4.3 to Form 8-K as filed October 9, 2024)

4.8 Note Purchase Agreement dated June 13, 2017 among the Company and the purchasers of the 3.51% Series E Notes and 3.77% Series F Notes (incorporated by reference to Exhibit 4.12 to Form 8-K as filed June 15, 2017)

4.9 First Amendment to the 2017 Note Purchase Agreement, dated June 30, 2020 (incorporated by reference to Exhibit 4.4 to Form 8-K as filed July 7, 2020)

4.10 Second Amendment to the 2017 Note Purchase Agreement, dated October 4, 2024 (incorporated by reference to Exhibit 4.4 to Form 8-K as filed October 9, 2024)

4.11 Note Purchase Agreement dated June 30, 2020 among the Company and the purchasers of the 2.85% Series G Notes and 2.96% Series H Notes (incorporated by reference to Exhibit 4.1 to Form 8-K as filed July 7, 2020)

4.9 Description of Securities Registered Under Section 12 of the Exchange Act

4.12 First Amendment to the 2020 Note Purchase Agreement, dated October 4, 2024 (incorporated by reference to Exhibit 4.5 to Form 8-K as filed October 9, 2024)

4.13 Note Purchase Agreement dated October 4, 2024 among the Company and the purchasers of the 5.23% Series I Notes and 5.43% Series J Notes (incorporated by reference to Exhibit 4.1 to Form 8-K as filed October 9, 2024)

4.14 Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.9 to Form 10-K as filed June 24, 2024)

10.1 Promissory Note delivered to UMB Bank, n.a.

2 unchanged sentences

Wells Fargo Bank, National Association, as administrative agent, and the lenders and issuing banks from time to time party thereto (incorporated by reference to Exhibit 10.1 to Form 8-K as filed April 26, 2023)

10.3 First Amendment to Credit Agreement and Incremental Amendment, dated as of October 30, 2024, among Casey’s General Stores, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to Form 8-K as filed November 5, 2024)

10.4* Form of Change of Control Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K as filed December 19, 2019)

4 unchanged sentences

Rebelez (incorporated by reference to Exhibit 10.1 to Form 8-K as filed July 29, 2022)

10.8* Amendment to Employment Agreement, dated December 5, 2024, between the Company and Darren M.

Rebelez (incorporated by reference to Exhibit 10.1 to Form 8-K as filed December 9, 2024)

10.9* Employment Agreement, dated May 12, 2020, between the Company and Stephen P.

8 unchanged sentences

Rebelez) (incorporated by reference to Exhibit 10.18 to Form 10-K as filed June 23, 2023)

10.13* Form of Restricted Stock Units Agreement (LTI Awards to Officers – Time-Based RSUs) under 2018 Stock Incentive Plan (FY25 Awards)

10.14* Form of Restricted Stock Units Agreement (LTI Awards to Officers – Time-Based RSUs) under 2018 Stock Incentive Plan (FY25 Awards for Darren M.

10.15* Form of Restricted Stock Units Agreement (LTI Awards to Officers – Performance-Based RSUs [EBITDA]) under 2018 Stock Incentive Plan (FY25 Awards)

10.16* Form of Restricted Stock Units Agreement (LTI Awards to Officers – Performance-Based RSUs [ROIC]) under 2018 Stock Incentive Plan (FY25 Awards)

10.15* Form of Restricted Stock Units Agreement (LTI Awards to Officers – Time-Based RSUs) under 2018 Stock Incentive Plan (FY25-FY26 Awards) (incorporated by reference to Exhibit 10.13 to Form 10-K as filed June 24, 2024)

10.16* Form of Restricted Stock Units Agreement (LTI Awards to Officers – Time-Based RSUs) under 2018 Stock Incentive Plan (FY25-FY26 Awards for Darren M.

Rebelez) (incorporated by reference to Exhibit 10.14 to Form 10-K as filed June 24, 2024)

10.17* Form of Restricted Stock Units Agreement (LTI Awards to Officers – Performance-Based RSUs [EBITDA]) under 2018 Stock Incentive Plan (FY25-FY26 Awards) (incorporated by reference to Exhibit 10.15 to Form 10-K as filed June 24, 2024)

10.18* Form of Restricted Stock Units Agreement (LTI Awards to Officers – Performance-Based RSUs [ROIC]) under 2018 Stock Incentive Plan (FY25 -FY26 Awards) (incorporated by reference to Exhibit 10.16 to Form 10-K as filed June 24, 2024)

10.19* Form of Restricted Stock Units Agreement (Non-Officer Employees) under 2018 Stock Incentive Plan (FY2 3 -FY24 Awards) (incorporated by reference to Exhibit 10.33 to Form 10-Q as filed September 8, 2020)

10.18* Form of Restricted Stock Units Agreement (Non-Officer Employees) under 2018 Stock Incentive Plan (FY25 Awards)

10.19* Form of Restricted Stock Units Agreement (Special Performance Award) under 2018 Stock Incentive Plan

10.20* Restricted Stock Units Agreement (Sign-On Award to Stephen P.

Bramlage, Jr.) and Award Summary under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.27 to Form 10-Q as filed September 8, 2020)

10.21* Restricted Stock Units Agreement (Make-Whole Award to Ena Williams Koschel) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.29 to Form 10-Q as filed September 8, 2020)

10.22* Restricted Stock Units Agreement (Make-Whole Award to Katrina S.

Lindsey) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K as filed March 8, 2021)

10.20* Form of Restricted Stock Units Agreement (Non-Officer Employees) under 2018 Stock Incentive Plan (FY25 Awards) (incorporated by reference to Exhibit 10.18 to Form 10-K as filed June 24, 2024)

10.21* Form of Restricted Stock Units Agreement (Special Performance Award) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.19 to Form 10-K as filed June 24, 2024)

10.22* Casey's General Stores, Inc.

Officer Severance Plan (incorporated by reference to Exhibit 10.1 to Form 8-K as filed September 9, 2019)

19.1 Casey's General Stores, Inc.

Insider Trading Policy and Procedures

21.1 Subsidiaries of Casey’s General Stores, Inc.

9 unchanged sentences

97.1 Casey’s General Stores, Inc.

Clawback Policy

Clawback Policy (incorporated by reference to Exhibit 97.1 to Form 10-K as filed June 24, 2024)

101.INS XBRL Instance Document

31 unchanged sentences

June 23, 2025 By /s/ Sri Donthi

June 23, 2025 By /s/ Maria Castañón Moats

Maria Castañón Moats

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures