What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-06-22 compared with 2025-06-23 · 151 added, 191 removed, 607 unchanged (36% of the section changed)

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

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.

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.

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.

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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, 2026 and 2025, the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, 2026, and the related notes (collectively, the consolidated financial statements), and our report dated June 22, 2026 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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Common stock, no par value, 36,904,285 and 37,119,083 shares issued and outstanding at April 30, 2026 and 2025, respectively

49,605 27,453

Retained earnings 3,951,719 3,459,065

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— — ( 64,673 ) ( 64,673 )

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

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

Share-based compensation 219,752 41,379 — 41,379

Tax withholdings on employee share-based awards ( 82,222 ) ( 18,512 ) — ( 18,512 )

Balance at April 30, 2024 37,008,488 27,453 2,987,928 3,015,381

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— — ( 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) 137,530 22,867 — 22,867

Share-based compensation 179,536 47,732 — 47,732

Tax withholdings on employee share-based awards ( 68,941 ) ( 25,580 ) — ( 25,580 )

Balance at April 30, 2025 37,119,083 49,605 3,459,065 3,508,670

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— — ( 85,752 ) ( 85,752 )

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

Repurchase of common stock ( 355,107 ) ( 65,768 ) ( 136,042 ) ( 201,810 )

Share-based compensation 234,612 63,407 — 63,407

Tax withholdings on employee share-based awards ( 94,303 ) ( 47,244 ) — ( 47,244 )

Balance at April 30, 2026 36,904,285 $ — $ 3,951,719 $ 3,951,719

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Inventories ( 90,084 ) ( 7,756 ) ( 51,785 )

Prepaid expenses 3,658 ( 3,684 ) ( 4,248 )

Prepaid and other current assets ( 5,142 ) 3,658 ( 3,684 )

Accounts payable 159,172 ( 20,782 ) ( 8,731 )

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Payments for acquisitions of businesses, net of cash acquired ( 141,583 ) ( 1,239,249 ) ( 330,032 )

Proceeds from sales of property and equipment 18,805 26,680 17,103

Proceeds from sales of assets 42,072 18,805 26,680

Net cash used in investing activities ( 755,431 ) ( 1,726,668 ) ( 825,356 )

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Tax withholdings on employee share-based awards ( 47,244 ) ( 25,580 ) ( 18,512 )

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

Net cash (used in) provided by financing activities ( 425,780 ) 755,994 ( 239,984 )

Net increase (decrease) in cash and cash equivalents 196,329 120,180 ( 172,387 )

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SIGNIFICANT ACCOUNTING POLICIES

Casey’s General Stores, Inc.

and its subsidiaries (collectively referred to as the "Company") operate 2,904 convenience stores in 20 states, primarily in the Midwest.

The Company operates 2,944 convenience stores in 19 states, primarily in the Midwest.

Many of the stores are located in smaller communities, often with populations of less than 20,000 .

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All material intercompany balances and transactions have been eliminated in consolidation.

Certain amounts in prior year have been reclassified to conform to current year presentation.

Amounts in the prior year related to share-based compensation and tax withholdings on employee share-based awards on the consolidated statements of shareholders’ equity have been reclassified to conform to the current year presentation.

This reclassification had no impact to the consolidated balance sheets, consolidated statements of income, or the consolidated statements of cash flows.

Use of estimates:

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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 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.

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

Warehousing costs are recorded within operating expenses on the consolidated statements of income.

Capitalized software implementation costs:

The Company capitalizes expenditures related to the implementation of software-as-a-service as incurred.

These costs are expensed on a straight-line basis within operating expenses, typically over the contractual life of the related software.

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

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.

Capitalized implementation costs:

The Company capitalizes qualifying expenditures related to the implementation of hosting or cloud computing arrangements as incurred.

These costs are expensed on a straight-line basis within operating expenses, typically over the contractual life of the related arrangement.

The useful lives utilized for these costs range from 2 - 13 years.

As of April 30, 2026 and 2025, the Company had recognized $ 29,252 and $ 35,588 of capitalized implementation costs, net of amortization, respectively.

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

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Goodwill is tested for impairment at least annually.

The Company used a qualitative approach to assess the recoverability of goodwill at year-end.

The Company used a quantitative approach to assess the recoverability of goodwill at year-end.

Management’s analysis of recoverability completed as of the fiscal year-end indicated no evidence of impairment for the years ended April 30, 2026, 2025, and 2024.

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As of April 30, 2026 and 2025, the Company has recognized $ 47,733 and $ 51,807 of customer relationships, which was net of accumulated amortization of $ 13,367 and $ 9,293 , respectively.

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

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

Depreciation and amortization:

Depreciation of property and equipment are computed using the straight-line method over the following estimated useful lives:

Buildings 25 - 40 years

Land improvements 15 years

Buildings and land improvements 15 - 40 years

Machinery and equipment 3 - 40 years

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The Company monitors closed and underperforming stores for an indication that the carrying amount of assets may not be recoverable.

If the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets, an impairment loss is recognized to the extent carrying value of the assets exceeds their estimated fair value.

Fair value is typically based on management’s estimate of the price that would be received to sell an asset in an orderly transaction between market participants.

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Impairment charges are recognized as a component of operating expenses.

The Company is a lessee in situations where we lease property and equipment, most commonly land, building or store equipment, from a lessor.

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.

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.

Both the right-of-use asset and lease liability are initially measured at the present value of the lease payments, with subsequent measurement dependent on the classification of the lease as either a finance or an operating lease.

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.

New leases are recognized at the present value of the lease payments using the implicit rate in the lease agreement when it is readily determinable.

In the case the implicit rate is not readily determinable, the Company uses our incremental borrowing rate based on the term of the lease.

The Company commonly has options to renew or extend the current lease arrangement on many of our leases.

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 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.

Any favorable or unfavorable leasehold interests identified increase (favorable) or reduce (unfavorable) the right-of-use lease asset and are recognized over the life of the related right-of-use asset.

See additional discussion in Note 7 .

Income taxes:

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The liability is not discounted.

The balance of our self-insurance reserves was $ 74,471 and $ 57,369 as of April 30, 2025 and 2024, respectively.

The self-insurance reserves were $ 67,240 and $ 74,471 as of April 30, 2026 and 2025, respectively.

See additional discussion in Note 10 .

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Derivative instruments:

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.

Total loss (gain) recognized on futures contracts were $ 28,159 and $( 792 ) for the years ended April 30, 2026 and April 30, 2025, respectively.

These amounts do not include the impact from the changes in the selling price of fuel inventories at fuel terminals and fuel pipelines over the same time period.

There was no activity related to derivative instruments for the year ended April 30, 2024.

Outstanding balances related to derivative instruments were immaterial to the financial statements as of April 30, 2026 and April 30, 2025.

Share-based compensation:

Share-based compensation is recorded based upon the fair value of the award on the grant date.

The cost of the award is recognized ratably in the consolidated statements of income over the vesting period of the award, adjusted for certain retirement provisions.

The Company estimates the grant date fair value of time-based and performance-based restricted stock unit awards using the closing price of our common stock on the applicable grant date, or the date on which performance goals for performance-based units are established, if after the grant date.

The cost of the award is recognized ratably as an operating expense in the consolidated statements of income over the vesting period of the award, adjusted for certain retirement provisions, and updated estimates of shares to be issued under performance-based awards.

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

Forfeitures are recognized as they occur.

Additionally, certain awards include performance and market conditions.

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).

The time-based awards most commonly vest ratably over a three-year period commencing on the first anniversary of the grant date.

Certain awards include performance and market conditions.

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.

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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.

See additional discussion in Note 4 .

Recent accounting pronouncements:

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

The standard is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

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 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.

The standard includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

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.

The new standard is 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 6 for the new required disclosures.

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

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

In May 2026, the FASB issued ASU 2026‑02, Environmental Credits and Environmental Credit Obligations (Topic 818).

The standard establishes guidance for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations.

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

The Company is currently evaluating ASU 2026-02 to determine its impact on our financial statements.

A CQUISITIONS

Current Period Acquisition

Current Period Acquisitions

During the year ended April 30, 2026, the Company acquired 40 stores through a variety of transactions, pursuant to the terms and conditions of the related asset purchase agreements.

These acquisitions meet the criteria to be considered business combinations.

Total payments for the acquisitions of businesses were $ 141,583 , which were made 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, 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 $ 23,793 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.

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

Prior Periods Acquisitions

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

A combination of the land and/or building at 101 retail locations were 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.

During the year-ended April 30, 2026, the Company closed or divested all ten CEFCO stores acquired in Mississippi.

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.

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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 purchase price was paid in cash using available cash on hand and proceeds from the issuance of the Incremental Term Loan, and the Senior Notes Series I & J during the prior fiscal year.

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

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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.

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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.

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 related 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 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,

Total revenue $ 17,011,273 $ 17,079,181

Net income $ 549,676 $ 447,093

Net income per common share

Basic $ 14.81 $ 12.03

Diluted $ 14.72 $ 11.96

Prior 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 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:

Inventories $ 13,351

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 consideration paid $ 329,573

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

Total payments for the acquisitions of businesses were $ 330,032 , which were paid in cash upon closing using available cash on hand.

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.

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.

FAIR VALUE OF FINANCIAL INSTRUMENTS AND LONG-TERM DEBT

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The fair value calculated excludes finance lease obligations of $ 115,197 and $ 108,920 outstanding at April 30, 2026 and 2025, respectively, which are grouped with long-term debt on the consolidated balance sheets.

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

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.

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.

Principal payments on the Original Term Loan have been prepaid through March 31, 2027, and quarterly installments will resume on June 30, 2027.

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.

The Company had $ 200,000 outstanding on the Original Term Loan at April 30, 2026 and 2025.

Additionally, the Company had $ 0 outstanding under the Revolving Facility at April 30, 2026 and 2025.

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”).

In the prior fiscal year, 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 $ 796,875 and $ 839,375 outstanding on the Incremental Term Loan at April 30, 2026 and 2025, respectively.

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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.

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45,000 50,000

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

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

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

150,000 150,000

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

100,000 100,000

Variable rate term loan facility, requiring quarterly installments beginning June 30, 2027 and ending April 21, 2028 200,000 200,000

Variable rate incremental term loan facility, requiring quarterly installments ending October 30, 2029 796,875 839,375

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Interest, net is also net of interest capitalized of $ 3,189 , $ 2,305 , and $ 3,363 during the years ended April 30, 2026, 2025, and 2024, respectively.

The agreements relating to the above long-term debt contain certain operating and financial covenants.

The agreements relating to the above long-term debt contain certain financial and non-financial covenants.

At April 30, 2026, the Company was in compliance with all such operating and financial covenants.

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Stock incentive plans:

The 2018 Stock Incentive Plan (the “2018 Plan”) was approved by the Company's shareholders on September 5, 2018.

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.

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.

At April 30, 2025, there were 949,238 shares available for grant under the 2018 Plan.

We account for share-based compensation by estimating the grant date fair value of time-based and performance-based restricted stock unit awards using the closing price of our common stock on the applicable grant date, or the date on which performance goals for performance-based units are established, if after the grant date.

The time-based awards most commonly vest ratably over a three-year period commencing on the first anniversary of the grant date.

The performance-based awards represent a “target” amount;

the final amount earned is based on the satisfaction of certain performance measures over a three-year performance period and will range from 0 % to 200 % of “target." The performance-based awards are also subject to the TSR Modifier (see Note 1 for additional information).

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

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

We recognize these amounts as an operating expense in our consolidated statements of income ratably over the requisite service period using the straight-line method, as adjusted for certain retirement provisions, and updated estimates of shares to be issued under performance-based awards.

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

The 2025 Stock Incentive Plan (the “2025 Plan”) was approved by the Company’s shareholders on September 3, 2025, at the Company’s annual shareholders meeting (the “2025 Plan Effective Date”).

There were 1,650,000 shares available for issuance under the 2025 Plan as of the 2025 Plan Effective Date.

The 2025 Plan replaces the 2018 Stock Incentive Plan (the "2018 Plan"), under which no new awards were allowed to be granted as of the 2025 Plan Effective Date.

Outstanding awards under the 2018 Plan continue to be governed by the terms thereof and the award agreements made pursuant thereto, including any such terms that are intended to survive the termination of the 2018 Plan or the settlement of such awards.

Shares subject to awards under the 2018 Plan that expire, are forfeited, cancelled, or settled in cash will be added back to the shares available for issuance under the 2025 Plan.

Awards under the 2025 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 of which, upon issuance, is counted as one share against the 2025 Plan share reserve.

At April 30, 2026, there were 1,644,574 shares that remain available for grant under the 2025 Plan.

The following table presents a summary of our restricted stock unit activity during the three-year period ended April 30, 2026.

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The fair value of restricted stock unit awards vested for the years ended April 30, 2026, 2025 and 2024 were $ 117,246 , $ 65,947 , and, $ 49,631 , respectively, as of the applicable vest date.

On, and effective as of, March 3, 2022, the Board authorized a share repurchase program, whereby the Company was authorized to repurchase its outstanding common stock from time-to-time, for an aggregate amount of up to $ 400 million, exclusive of fees, commissions or other costs (the "Repurchase Program").

The Repurchase Program has no set expiration date.

The timing and number of repurchase transactions depends on a variety of factors including, but not limited to, market conditions, corporate considerations, business opportunities, debt agreements, and regulatory requirements.

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

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.

On, and effective as of, March 3, 2022, the Board authorized the Original Repurchase Program, whereby the Company was authorized to repurchase its outstanding common stock from time-to-time, for an aggregate amount of up to $ 400,000 , exclusive of fees, commissions, excise taxes, or other costs.

During the year, we repurchased and retired 355,107 shares of our common stock under the Original Repurchase Program for a total of $ 200,498 , excluding fees, commissions, excise taxes, and other costs.

As of April 30, 2026, $ 94,612 remained available thereunder.

Subsequent to the end of the fiscal year, on, and effective as of, June 4, 2026, the Board authorized the Expanded Repurchase Program, which increased the amount of the Original Repurchase Program to a total aggregate amount of up to $ 1,000,000 , exclusive of fees, commissions, excise taxes, or other costs.

The Expanded Repurchase Program has no set expiration date and the timing and number of repurchase transactions thereunder depends on a variety of factors including, but not limited to, market conditions, corporate considerations, business opportunities, debt agreements, and regulatory requirements.

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

NET INCOME PER COMMON SHARE

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Weighted-average shares outstanding-basic 37,065,319 37,116,152 37,164,022

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

Plus dilutive effect of share-based compensation 216,334 226,860 206,284

Weighted-average shares outstanding-diluted 37,281,653 37,343,012 37,370,306

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State 27,093 20,764 22,394

105,971 100,936 117,701

Total current tax expense 127,803 105,971 100,936

Deferred tax expense

Federal 85,505 56,112 52,917

State 9,267 3,846 335

Total deferred tax expense 94,772 59,958 53,252

Total income tax expense $ 222,575 $ 165,929 $ 154,188

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Accrued bonus compensation 15,203 10,023

Workers compensation 13,013 11,281

Insurance accruals 14,752 13,013

Operating and finance lease obligations 150,725 144,997

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Deferred compensation 3,617 3,151

Equity compensation 8,944 8,018

Share-based compensation 10,177 8,944

State net operating losses and tax credits 3,842 2,500

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Deferred tax liabilities:

Property and equipment depreciation ( 799,404 ) ( 667,680 )

Property and equipment and operating lease right-of-use assets ( 901,117 ) ( 799,404 )

Goodwill ( 85,834 ) ( 66,754 )

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The valuation allowance for state net operating loss and state tax credit deferred tax assets as of April 30, 2026 and 2025 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.

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

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected taxable income, and tax planning strategies in making this assessment.

The Company considers the scheduled reversal of deferred tax liabilities, projected taxable income, and tax planning strategies in making this assessment.

Total reported tax expense applicable to the Company’s continuing operations varies from the tax that would have resulted from applying the statutory U.S.

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2026 2025 2024

Income taxes at the statutory rates 21.0 % 21.0 % 21.0 %

Federal tax credits ( 1.0 ) % ( 1.0 ) % ( 1.3 ) %

State income taxes, net of federal tax benefit 3.4 % 3.7 % 4.0 %

Impact of phased-in state law changes, net of federal benefit ( 0.1 ) % ( 1.0 ) % ( 0.4 ) %

ASU 2016-09 benefit (share-based compensation) ( 0.4 ) % ( 0.1 ) % ( 0.3 ) %

Amount Percent Amount Percent Amount Percent

federal statutory tax rate $ 196,775 21.0 % $ 149,614 21.0 % $ 137,794 21.0 %

State and local income taxes, net of federal income tax effect

State and local income taxes, net of federal income tax effect (a) 29,724 3.2 % 24,496 3.4 % 24,461 3.7 %

Effect of changes in tax laws or rates enacted in the current period 139 — % ( 578 ) ( 0.1 ) % ( 6,306 ) ( 1.0 ) %

Other ( 1,139 ) ( 0.1 ) % ( 4,476 ) ( 0.6 ) % ( 199 ) — %

Tax credits ( 5,349 ) ( 0.6 ) % ( 6,966 ) ( 1.0 ) % ( 6,737 ) ( 1.0 ) %

Nontaxable or nondeductible items

Share-based payment awards ( 6,373 ) ( 0.6 ) % ( 2,442 ) ( 0.3 ) % ( 723 ) ( 0.1 ) %

Nondeductible executive compensation 8,559 0.9 % 5,847 0.8 % 5,706 0.9 %

Other 865 0.1 % 498 0.1 % 394 — %

23.3 % 23.5 % 24.0 %

Changes in unrecognized tax benefits ( 626 ) ( 0.1 ) % ( 64 ) — % ( 202 ) — %

Effective tax rate $ 222,575 23.8 % $ 165,929 23.3 % $ 154,188 23.5 %

(a) State taxes in Illinois and Minnesota made up the majority (greater than 50 percent) of the tax effect in this category in fiscal 2026, 2025 and 2024.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained.

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The Company had a total of $ 10,071 and $ 10,773 in gross unrecognized tax benefits at April 30, 2026 and 2025, respectively, which is recorded in other long-term liabilities in the consolidated balance sheets.

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.

Of this amount, $ 7,956 represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate.

Unrecognized tax benefits decreased $ 702 during the twelve months ended April 30, 2026, due primarily to the expiration of certain statute of limitation exceeding the increase associated with income tax filing positions for the current year.

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

Years ended April 30,

Beginning balance $ 10,773 $ 10,747

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The total net amount of accrued interest and penalties for such unrecognized tax benefits was $ 195 and $ 266 at April 30, 2026 and 2025, 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, 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.

It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions.

It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months.

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

Net interest and penalties included in income tax expense for the twelve month periods ended April 30, 2026 and 2025 was a decrease in tax expense of $ 71 and $ 84 , respectively.

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.

The federal statute of limitations remains open for the tax years 2022 and forward.

Tax years 2020 and forward are subject to audit by state tax authorities depending on open statute of limitations waivers and the tax code of each state.

The Company is a lessee in situations where we lease property and equipment, most commonly land, building or store equipment, from a lessor.

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.

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.

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 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.

Cash paid for income taxes, net of refunds, for each of the three years were as follows:

Years ended April 30,

2026 2025 2024

Cash paid for income taxes:

Federal $ 115,000 $ 72,500 $ 81,500

Illinois 13,800 10,000 12,750

Other, net 9,218 7,271 10,750

Total cash paid for income taxes, net $ 138,018 $ 89,771 $ 105,000

The Company records operating lease liabilities within its own financial statement caption, 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.

New leases are recognized at the present value of the lease payments using the implicit rate in the lease agreement when it is readily determinable.

In the case the implicit rate is not readily determinable, the Company uses our incremental borrowing rate of debt based on the term of the lease.

The Company commonly has options to renew or extend the current lease arrangement on many of our leases.

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 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.

Lease right-of-use assets outstanding as of April 30, 2026 and 2025 consisted of the following:

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Present value of net minimum lease payments $ 115,197 $ 473,481

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.

In 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.

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The Company has the right and intends to set-off any obligations to make payments under the lease, with proceeds due from the industrial revenue bonds.

As of April 30, 2025, we have recognized the full amount of bonds available as property and equipment on the consolidated balance sheets related to this agreement.

The Company provides Team Members with a defined contribution 401(k) Plan.

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The majority of the states in which the Company does business have trust fund programs with provisions for sharing or reimbursing corrective action or remediation costs.

Management currently believes that substantially all capital expenditures for electronic monitoring, cathodic protection, and overfill/spill protection to comply with existing regulations have been completed.

The Company currently believes that substantially all capital expenditures for electronic monitoring, cathodic protection, and overfill/spill protection to comply with existing regulations have been completed.

The Company has an accrued liability at April 30, 2026 and 2025 of approximately $ 465 and $ 385 , respectively, for estimated expenses related to anticipated corrective actions or remediation efforts, including relevant legal and consulting costs.

Management believes the Company has no material joint and several environmental liability with other parties.

The Company believes we have no material joint and several environmental liability with other parties.

Additional regulations or amendments to the existing regulations could result in future revisions to such estimated expenditures.

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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, initially titled McColley v.

The Company is named as a defendant in two lawsuits alleging that it misclassified its Store Managers as exempt employees under the Fair Labor Standards Act (FLSA) - White (f/k/a 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 lawsuit.

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

Casey’s Marketing Company, et al., with substantially the same allegations and seeking the same relief, but instead for the plaintiff and all similarly situated Store Managers located in the state of Illinois from December 19, 2019, to the present.

On October 13, 2023, the Court approved conditional certification, and to-date, approximately 550 current and/or former Store Managers remain opted-in to participate in the Kessler lawsuit.

Discovery in both cases is currently underway.

The Company believes that adequate provisions have been made for probable losses related to these matters, and that those, and the reasonably possible losses in excess of amounts accrued, where such range of loss can be estimated, are not material to the Company’s financial position, results of operations or cash flows.

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 the United States District Court for the Northern District of Indiana and Kessler v.

Casey’s Marketing Company, et al.

in the Southern District of Illinois.

During the year, the parties agreed to a settlement of all claims in both matters, which has been recorded in other accrued expenses on our consolidated balance sheet at April 30, 2026.

The amount is not material to the Company's consolidated financial statements.

Subsequent to year end, the settlement was approved by the applicable court(s).

The Company continues to maintain that its Store Managers are properly classified as exempt employees under the FLSA and does not admit any wrongdoing as a result of the settlement.

At April 30, 2026, the Company was primarily self-insured for workers’ compensation claims in all but three states of its operating territory.

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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.

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.

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As of April 30, 2026, we operated 2,944 stores in 19 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.

Our 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.

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 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.

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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