CASY 10-K & 10-Q changes, risk factors and insider trading

In the normal course of our business, we obtain, are provided and have access to large amounts of personal data, including but not limited to credit and debit card information, personally identifiable information and other data from and about our guests, Team Members, and suppliers. A compromise or a breach in our systems, or another data security or privacy incident that results in the loss, unauthorized release, disclosure or acquisition of such data or information, or other sensitive data or information, or other internal or external cyber or data security threats, including but not limited to viruses, denial-of-service attacks, phishing attacks, social engineering attacks, ransomware attacks and other intentional or unintentional disruptions, could occur and have a material adverse effect on our operations and ability to operate, reputation, operating results and financial condition. The rapid evolution and increased adoption of artificial intelligence technologies may also heighten our cybersecurity risks by making cyber-attacks more difficult to detect, contain, and mitigate. In addition, similar events at vendors, third-party service providers or other market participants, whether or not we are directly impacted, could negatively affect our business and supply chain or lead to a general loss of guest confidence, which could result in reduced guest traffic and sales.

Instances or reports of food-safety issues, such as foodborne illnesses, food tampering, food contamination or mislabeling, hygiene and cleanliness failures, presence of communicable disease, or investigations or other actions by food safety regulators, at our stores, distribution centers, vendors or suppliers, either during growing, manufacturing, packaging, transportation, storage, preparation or service, have in the past significantly damaged the reputations and impacted the sales of companies in the food, food processing,processing and manufacturing, grocery, convenience, quick service and “fast casual” restaurant sectors, and could affect us as well. Any instances of, or reports linking us to, foodbornesuch illnesses or food tampering, contamination, mislabeling or other food-safety issuesoccurrences could damage the value of our brand and severely hurt sales of our prepared or other food products and possibly lead to product liability and personal injury claims, litigation (including class actions), government agency investigations and damages. In addition, guest preferences and store traffic could be adversely impacted by food-safety issues, health concerns or negative publicity about the consumption of our products or products we sell at our stores, which could damage our reputation and cause a decline in demand for those products and adversely impact our sales. In addition, we rely on our vendors and suppliers to provide safe, quality ingredients and products and to comply with applicable foodfood, food-safety, and food safetyother laws and industry standards. A failure of one of our vendors or suppliers to comply with such laws, to meet our quality standards, or to meet food industry standards, could also disrupt our supply chain, damage our reputation and adversely impact our sales.

Our business is exposed to fluctuations in prices of commodities. Any increase in the cost or sustained high levels of the cost of cheese, proteins or other commodities could adversely affect the profitability of stores, particularly if we are unableunable, unwilling, or it is unreasonable, to increase the retail price of our products to offset such costs. We regularly experience inflation in the price of commodities, including food ingredients, which increases our cost of goods sold. Cheese, representing our largest food cost, and other commodities can be subject to significant cost fluctuations due to weather, availability, global demand and other factors that are beyond our control. Additionally, increases in labor, mileage, insurance, fuel, and other costs related to the supply and transportation of food ingredients could adversely affect the profitability of our stores. Many of these factors are beyond our control, and we may not be able to adequately mitigate these costs or pass along these costs to our customers,guests, given the significant competitive pricing in our industry.

We also depend on regular deliveries of products from third-parties to and from our facilities and stores that meet our specifications. In addition, we may have a single supplier or limited number of suppliers for certain products. While we believe there are adequate reserve quantities and alternative suppliers available, shortages or interruptions in the receipt or supply of products caused by unanticipated or changing demand, such as occurred during the COVID-19 pandemic, problems in production or distribution, financial or other difficulties of suppliers, cyber-related events, social unrest, inclement weather or other economic conditions, including the availability of qualified drivers and distribution center Team Members, could adversely affect the availability, quality and cost of products, and our operating results.

Our continued success depends on our ability to remain relevant with respect to consumer needs and wants, attitudes toward our industry, and our guests’ preferences for new and innovative items and for ways of doing business with us, particularly with respect to digital engagement, contactless delivery, third-party delivery, curbside pick-up and other non-traditional ordering and delivery platforms. We must continually work to develop, produce and market new products, maintain and enhance the recognition of our brands, offer a favorable mix of products, and refine our approach as to how and where we market, sell and deliver our products. This risk is compounded by the use of digital media by consumers and the speed by which information and opinions are shared. Further, changes in consumer preferences, trends or perceptions of certain items we sell, or the ingredients therein, could cause consumers to avoid such items in favor of those that are or are perceived as healthier, lower-calorie, or lower in carbohydrates or otherwise based on their ingredients or nutritional content. If we are unable to anticipate and respond to sudden challenges or changes that we may face in the marketplace, trends in the market for our products and changing consumer demands and sentiment, it could have a material adverse effect on our business, financial condition and results of operations.

We rely on our information technology systems, and a number of third-party software and technology providers, to managesupport numerous aspects of our business, and a disruption of these systems could adversely affect our business.

We are dependent on our information technology (IT) systems, and a large number of third-party software and technology providers and platforms, to managesupport and operate numerous aspects of our business, develop our financial statements, provide analytical information to management and serve as a platform for our business continuity plan. Our IT systems, and the software and other technology platforms provided by our vendors and other third-parties, are an essential component of our business operations and growth strategies, and a serious disruption to any of these could significantly limit our ability to managesupport and operate our business efficiently. These systems are vulnerable to, among other things, damage and interruption, computer system and network failures, loss of telecommunications services, physical and electronic loss of, or loss of access to, data and information, security breaches or other security or cyber-related incidents, computer viruses or attacks and obsolescence. In addition, there may also be known and unknown risks associated with the use or incorporation of artificial intelligence within certain of these systems, for example, if the types of information that systems with embedded artificial intelligence assist in producing are or are alleged to be deficient, inaccurate, or biased. Any disruption could cause our business and competitive position to suffer and cause our operating results to be reduced.

A significant percentage of our sales are made with credit cards. Because the interchange and other fees we pay when credit cards are used to make purchases, which the Company has little control over, are based on transaction amounts, higher fuel prices at the pump, higher gallon movement and other increases in price and sales of other items we sell in our stores directly result in higher credit card expenses. These additional fees directly increase operating expenses. Higher operating expenses that result from higher credit card fees may decrease our overall profit and have a material adverse effect on our business, financial condition and results of operations. Total credit card fees incurred in fiscal 20252026 exceededwere $250$279 million.

We store fuel in storage tanks at our retail locations and in the fuel terminal acquired in the recent Fikes transaction.terminal. Additionally, a significant portion of the fuel we sell is transported in our own trucks, instead of by third-party carriers. Our operations are subject to significant hazards and risks inherent in transporting and storing motor fuel. These hazards and risks include, but are not limited to, fires, explosions, traffic accidents, spills, discharges and other releases, any of which could result in distribution difficulties and disruptions, environmental pollution, government imposed fines or clean-up obligations, personal injury or wrongful death claims and other damage to our properties and the properties of others. As a result, any such event could have a material adverse effect on our business, financial condition and results of operations.

Our retail operations are characterized by a high volume of guest traffic and by transactions involving a wide array of product selections, including fuel and prepared food. Retail operations, and in particular our distribution and food-related operations, carry a higher exposure to consumer or other litigation riskrisks when compared to the operations of companies operating in many other industries. Consequently, we currently are, and may in the future become a party to, certain consumer protection, employment, personal injury, food safety, product liability, accessibility, data security and privacy and other legal actions in the ordinary course of our business. While these actions are generally routine in nature, incidental to the operation of our business and immaterial in scope, if our assessment of any action or actions should prove inaccurate, our financial condition and results of operations could be adversely affected.

Additionally, we are occasionally exposed to individual, industry-wide or class/collective-action claims arising from our business, the products we carry,sell, industry-specific business practices or other operational matters, including accessibility, consumer protection, wage-and-hour and other employment related individual and class/collective-action claims. Our defense costs and any resulting damage awards or settlement amounts may be significant and not be covered, or in some instances fully covered, by our insurance policies. Thus, an unfavorable outcome or settlement of one or more of these lawsuits could have a material adverse effect on our reputation, financial position, liquidity and results of operations.

We are subject to extensive tax liabilities imposed by multiple jurisdictions, including but not limited to state and federal income taxes, indirect taxes (excise, sales/use, and gross receipts taxes), payroll taxes, property taxes, and tobacco/nicotine taxes. Tax laws and regulations are dynamic and subject to change as new laws are passed, new administrations are elected and new interpretations of existing laws are issued, applied and/or enforced. In addition, as the federal government and certain states face economic and other pressures, they may seek revenue in the form of additional income, sales and other taxes and related fees. These activities could result in increased expenditures for tax liabilities in the future or a decrease in the disposable income of our guests. Many of these liabilities are subject to periodic audits by the respective taxing authorities. Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties.

Our business is subject to extensive governmental laws and regulations that include, but are not limited to, those relating to environmental protection and remediation; the preparation, transportation, storage, sale and labeling of food and other products; consumer protection and anti-trust laws and regulations; minimum wage, overtimeovertime, immigration and other employmentemployment, labor and laboremployee benefits-related laws and regulations; the Americans with Disabilities Act; legal restrictions on the sale of alcohol, tobacco and nicotine products, money orders, lottery/lotto and other age-restricted products; complianceinformation withsecurity, theprivacy and artificial intelligence law and regulations and Payment Card Industry Data Security Standards and similar requirements; compliance with the Federal Motor Carriers Safety Administration regulations; and, securities laws and Nasdaq listing standards. These, and other laws and regulations, are dynamic and subject to change as new laws are passed, new interpretations of existing laws are issued and applied and as political administrations and majorities change over time. The effects created by these, including the costs of compliance with these laws and regulations, is substantial, and a violation of or change in such laws and/or regulations could have a material adverse effect on our business, financial condition, and results of operations.

Congress has given the Food and Drug Administration (“FDA”) broad authority to regulate tobacco and nicotine products, including e-cigarettes and vapor products, and the FDA has enacted numerous regulations restricting the sale of such products. These governmentalGovernmental actions, as well as national, state and local campaigns and regulations to discourage the use of tobacco and nicotinenicotine, useincluding e-cigarettes and vapor products, and limit the sale of such products, including but not limited to tax increases related to such products and certain actions taken to increase the minimum age in order to purchase such products, have resulted or may in the future result in, reduced industry volume and consumption levels, and could materially affect the retail price of cigarettes or other nicotinesuch products, unit volume and revenues, gross profit, and overall guest traffic, which in turn could have a material adverse effect on our business, financial condition and results of operations.

Sales of tobacco and nicotine productsproducts, including e-cigarettes and vapor products, have averaged approximately 9% of our total revenue over the past three fiscal years, and our tobacco and nicotine revenue less cost of goods sold (excluding depreciation and amortization) accounted for approximately 9% of the total revenue less cost of goods sold (excluding depreciation and amortization) for the same period. Any significant increases in wholesale cigarette and related product costs or tax increases on tobacco or nicotine products may have a materially adverse effect on unit demand for cigarettes (or related products). Currently, major cigarette and tobacco and nicotine manufacturers offer significant rebates to retailers, although there can be no assurance that such rebate programs will continue. We include these rebates as a component of cost of goods sold, which affects our gross margin from sales of cigarettes and related products. In the event these rebates are no longer offered or decreased, our wholesale cigarette and related product costs will increase accordingly. In general, we attempt to pass price increases on to our guests. Due to competitive pressures in our markets, however, we may not always be able to do so. These factors could adversely affect our retail price of cigarettes and related products, cigarette or related product unit volume and revenues, merchandise revenue less cost of goods sold (excluding depreciation and amortization), and overall guest traffic, and in turn have a material adverse effect on our business, financial condition and results of operations.

The vast majority of our stores, our distribution centers, and our corporate offices, are located in the Midwest region of the United States, which is susceptible to tornadoes, thunderstorms, extended periods of rain or unseasonably cold temperatures, flooding, ice storms, and heavy snow. In addition, certain of the stores acquired in the Fikes transaction are located in the South, in particular Florida, which is susceptible to hurricanes. Inclement weather conditions could damage our facilities, impact our supply chain and the supply chain of our vendors, or could have a significant impact on consumer behavior, travel, and convenience store traffic patterns as well as our ability to operate our stores, distribution centers or corporate offices. In addition, we typically generate higher revenues and gross margins during warmer weather months, which fall within our first and second fiscal quarters. When weather conditions are not favorable during a particular period, our operating results and cash flow from operations could be adversely affected.

The convenience store and retail fuel industries in which we operate are highly competitive and characterized by ease of entry and constant change in the number and type of retailers offering the products and services found in our stores. We compete with many other convenience store chains, gasoline stations, supermarkets, drugstores, discount stores, "dollar" stores, club stores, fast food outlets, restaurants, coffee shops and other small box beverage outlets, mass merchants, and a variety of other national and local retail companies, including retail gasoline companies that have more extensive retail outlets, greater brand name recognition and more established fuel supply arrangements. Several non-traditional retailers such as supermarkets, club stores, and mass merchants have affected the convenience store industry by entering the retail fuel business and have obtained a share of the fuels market. Certain of these non-traditional retailers may use more extensive promotional pricing or discounts, both at the fuel pump and in the store, to encourage in-store merchandise sales and gasoline sales. In some of our markets, our competitors have been in existence longer and have greater financial, marketing, and other resources than we do. As a result, our competitors may have a greater ability to bear the economic risks inherent in our industry and may be able to respond better to changes in the economy and new opportunities within the industry,industry. Furthermore, if our competitors or third parties introduce new or innovative products or ways of doing business, or incorporate new or innovative technologies, including thosebut relatednot limited to electricartificial vehicleintelligence, chargingmore stations.quickly or more successfully than us, it could impair our ability to compete effectively. This intense competition could adversely affect our revenues and profitability and have a material adverse impact on our business and results of operations.

As of April 30, 2026, there were 2,944 stores in operation. Approximately 71% of all stores were opened in areas with populations of fewer than 20,000 persons. The Company competes on the basis of price, as well as on the basis of traditional features of convenience store operations such as location, extended hours, product offerings, price and quality of service. As of April 30, 2025, there were a total of 2,904 stores in operation.

All convenience stores carry a broad selection of food items (which at most stores includes, but is not limited to, freshly prepared foods such as regular and breakfast pizza, donuts, hot breakfast items, and hot and cold sandwiches), beverages, tobacco and nicotine products, groceries, health and beauty aids, automotive products, and other non-food items. As of April 30, 2025,2026, 260241 store locations offered car washes. In addition, all but six store locations offer fuel for sale on a self-service basis.fuel.

As part of the Fikes transaction, theThe Company expandedoperates itsa wholesale network where Casey’s manages wholesale fuel wholesale supply agreements to certain dealer sites and other wholesale locations. The dealer and wholesale locations are not operated by Casey's and are not included in our overall store count in the table below.count. Approximately 2%3% of total revenue for the year-ended April 30, 20252026 relates to thisthe wholesale fuel wholesale network.

The Companyend announcedof athis fiscal year marks the end of the three-year strategic plan originally announced in June 20232023. The plan focused on three enterprise objectives: grow store count, accelerate the food business, and enhance operational efficiency, which are enabled by a strong foundation and Team Member experience. The Company's plan was based on building on our proud heritage and distinct advantages, to become more contemporary through new capabilities, technology, data, and processes. We believe this will best position the Company to address rapidly evolving shifts in consumer habits and other macro retail trends.

The Company madeperformed significantstrongly progressover towardsthe itsthree-year strategicperiod, plancompared to the original goals duringin theour 2025 fiscal year.plan. Some of the key highlights include:

•Diluted earnings per share offor $14.64,the year was $19.16, representing an increase 9.0%of 30.9% from the prior year, and annualized growth of 17.2% over the three-year period,

Electric Vehicles and Renewable Fuels

Casey's continues itsto processimplement of implementing anour electric vehicle ("EV") strategy and our management team remains committed to understanding if and how the increased demand for, and usage of, EVs impacts consumer behavior across our store footprint and beyond. As consumer demand for alternative fuel options continues to grow, albeit slowly, Casey’s has continued to add EV charging stations across our 20-state19-state footprint. As of April 30, 2025,2026, the Company has 230282 charging stations at 4764 stores, across 1314 states. Our EV growth strategy is currently designed to selectively increase our charging stations at locations within our region where we see higher levels of consumer EV buying trends and demand for EV charging. To date, consumer EV demand within our Midwest footprint has been comparatively lower than the levels along the coasts. As EV demand from our guests increases, we are prepared to strategically integrate charging station options at select stores.

Total revenue for fiscal 20252026 increased by $1,077,986$1,620,202 (7.3%10.2%) sincecompared to the prior fiscal year, primarily driven by $952,018$1,034,139 of additional revenue from the Fikes acquisition, whichduring includedthe 198first additionalsix conveniencemonths storesof andfiscal a wholesale fuel network.2026. Prepared food and dispensed beverage revenue increased by $150,162$165,066 (10.3%10.2%), due to an increase in same-store sales of 3.5% and an increase of approximately 6.8% due to store growth. The increase in same-store sales was5.2% driven by improved sales of hot sandwiches, bakery, and dispensedwhole beverages.pizzas, as well as an increase of approximately 5.0% due to store growth. Grocery and general merchandise revenue increased by $416,493$419,727 (11.2%10.1%), due to an increase in same-store sales of 2.3% and an increase of approximately 8.9% due to store growth. The increase in same-store sales was3.9% driven by strong sales of non-alcoholic andbeverages, alcoholicas beverages.well as an increase of approximately 6.2% due to store growth. Retail fuel revenue increased by $373,962$839,374 (4.0%8.6%). The increase in the number of gallons sold of 368,183318,345 (13.0%10.0%), was partially offset by a decrease in the average retail price per gallon of 7.8%.1.3%. The increase in gallons sold was primarily attributable to store growth, as same-store gallons sold increased 0.1%. Other revenue increased $137,369 (50.5%) compared to the prior year, driven primarily by an increase in total revenue related to the wholesale fuel network, as a result of the Fikes acquisition.growth.

Total revenue less cost of goods sold (excluding depreciation and amortization) was 23.5%24.6% of revenue for fiscal 20252026 compared with 22.5%23.5% for the prior year. Prepared food and dispensed beverage revenue less related cost of goods sold (excluding depreciation and amortization) decreasedincreased to 58.2%58.6% of revenue from 58.7%58.2% during fiscal 20252026 compared to the prior year, driven primarily by theimproved acquisition of Fikes, as the current food offerings at these acquired stores have a lower percentage than a Casey's store.waste. Grocery and general merchandise revenue less related cost of goods sold (excluding depreciation and amortization) increased to 35.0%35.8% of revenue from 34.1%35.0% during fiscal 20252026 compared to the prior year.year, Theprimarily currentdue yearto percentagea was positively impacted byfavorable product mix.mix shift.

Fuel revenue less related cost of goods sold (excluding of depreciation and amortization) was 12.7%14.1% of revenue for fiscal 20252026 compared with 11.9%12.7% for the prior year. FuelRevenue centsless cost of goods sold (excluding depreciation and amortization) per gallon decreasedincreased to 42.6 cents in fiscal 2026 from 38.7 cents in fiscal 20252025. fromDuring 39.5the centsfiscal year, particularly in fiscalthe 2024.last quarter, the Company, and the retail fuel industry, experienced historically higher than average fuel revenue less cost of goods sold per gallon (excluding depreciation and amortization). On a longer-term basis, this metric can fluctuate significantly, and sometimes unpredictably, in the short-term. The Company soldgenerated 23.828.0 million RINs (renewable identification numbers) for $16,664$35,410 during fiscal 2025,2026, compared to the sale of 25.923.8 million RINs in fiscal 2024,2025, which generated $33,023$16,664 (see Note 1, below, for a further description of RINs and how they are generated).

Operating expenses increased $263,843$285,070 (11.5%11.2%) to $2,552,356$2,837,426 in fiscal 2025.2026. Approximately 10%5% of the increase is due to operating 24640 more stores than the comparable period in the prior year, includingas transactionwell costsas a full-year contribution from stores added in the Fikes acquisition, compared to only six months in the prior year. Approximately 2% of the change is related to thean Fikesincrease acquisition.in Insuranceaccrued expensecosts contributedfor approximatelyvariable 1%compensation ofdue theto increase.strong Totalfinancial same-storeperformance as well as charitable contributions. Same-store employee expense contributedaccounted tofor approximately 1% of the increase, as the increasesincrease in wage rates were mostlypartially offset by a reduction in same-store labor hours.

Depreciation and amortization expense increased $53,850$46,311 (15.4%11.5%) to $403,647$449,958 in fiscal 2025,2026, primarily due to operatingpurchases 246of moreproperty storesand thanequipment asince yearthe ago.prior period.

Interest, net increased $30,510$12,683 (57.1%15.1%) to $83,951$96,634 in fiscal 2025,2026, primarily due to issuing incremental debt of $1,100,000 in the prior year to partially fund the acquisition of Fikes. For additional discussion, refer to Note 3.

The effective tax rate decreasedincreased to 23.8% in fiscal 2026 from 23.3% in fiscal 2025 from 23.5% in fiscal 2024.2025. The decreaseincrease in the effective tax rate was primarily due to a one-time benefit in the prior year to update the state deferred tax rate following the Fikes acquisitiontransaction (0.7%), andoffset by an increase in excess tax benefits recognized on share-based awards (0.3%). The effect of these favorable items was partially offset by a one-time benefit in the prior year from adjusting the Company’s deferred tax assets and liabilities for state law changes enacted during thecurrent year (0.8%0.4%).

Net income increased by $44,548$167,928 (8.9%30.7%) to $714,448 in fiscal 2026 from $546,520 in fiscal 2025 from $501,972 in fiscal 2024.2025. The increase in net income was primarily attributable to higher profitability both inside the store and in fuel. This increase wasfuel, partially offset by higherincreases in operating expenses, depreciation and amortization, interest, netamortization and income taxinterest expense. See discussion in the paragraphs above for the primary drivers for each of these increases.

We define EBITDA as net income before net interest expense, income taxes, and depreciation and amortization. EBITDA is not considered to be a GAAP measure and should not be considered as a substitute for net income, cash flows from operating activities or other income or cash flow statement data. This measure has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We strongly encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

For the year ended April 30, 2025,2026, EBITDA increased 13.3%.23.6%. The increase was primarily attributable to higher profitability both inside the store and in fuel, which was partially offset by higher operating expenses. See discussion in the preceding sections for the primary drivers for each of these individual changes.

The Company is primarily self-insured for Team Member healthcare, workers’ compensation, general liability, and automobile claims. The self-insurance claim liability for workers’ compensation, general liability, and automobile claims is determined actuarially at each year-end based on claims filed and an estimate of claims incurred but not yet reported. Actuarial projections of the losses are employed due to the potential of variability in the liability estimates. Some factors affecting the uncertainty of claims include the development time frame, settlement patterns, litigation and adjudication direction, and medical treatment and cost trends. The liability is not discounted. The balances of our self-insurance reserves were $74,471$67,240 and $57,369$74,471 foras the years endedof April 30, 20252026 and 2024,2025, respectively.

Net cash provided by operating activities was $1,377,540 for the year ended April 30, 2026, compared to $1,090,854 for the year ended April 30, 2025, compared to $892,953 for the year ended April 30, 2024, an increase of $197,901.$286,686. Our primary source of operating cash flows is from sales to guests at our stores. The primary uses of operating cash flows are payments to our team members and suppliers, as well as payments for taxes and interest. Cash flow from operations was favorably impacted by improved revenue less cost of goods sold (excluding depreciation and amortization) of $404,492,$568,638, offset by an increase in operating expenses of approximately $263,843 and$285,070, an increase in cash paid for interest of approximately$23,948, $23,149.and an increase in cash paid for taxes of $48,247, due to an increase in income before taxes. Refer to “Fiscal 20252026 Compared with Fiscal 20242025” starting on page 20 for further details on the primary drivers for the changes in revenue, costcomponents of goodsthe sold,consolidated operatingstatements expenses,of and interest.income. Cash flows from operations can also be impacted by variability in the timing of payments and receipts for certain assets and liabilities, such as wage related accruals, accounts payable, and receivables from credit card companies or our vendors. The increase in operatingOperating cash flows,flows comparedwere to the prior year, wasalso favorably impacted by an increase of $179,954 related to accounts payable, offset by a decrease in operating cash flows of $44,029$82,328, related to inventory, both primarily due to thefuel timingpricing. of inventory purchases, as well as anThe increase in $29,949operating cash flows was further offset by a decrease of $58,778 related to receivables, primarily due to fuel pricing and the timing of vendor rebate payments in comparison to the prior year. Refer to Note 1 for a summary of the receivables balance.

CashNet cash used in investing activities increaseddecreased $901,312.$971,237. During fiscal 2025,2026, the Company expended $1,745,473$797,503 for purchases of property and equipment and payments for acquisitions compared to $852,036$1,745,473 for fiscal 20242025 related to these activities. The increasedecrease in cash used in investing activities was attributable to an increase in acquisition related activity, with the Fikes acquisitionacquisition, closingwhich closed during the fiscalprior year.year Forand additionalhad information,a pleasepurchase referprice toof Note 2.$1,165,752. Purchases of property and equipment and payments for acquisitions of businesses typically represent the single largest use of excess Company funds. Management believes that by acquiring, building, and reinvesting in stores, the Company will be better able to drive long-term shareholder value.

During the year, 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. 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 thesethe notes5.23% and 5.43% Senior 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 noteNote purchasePurchase agreement.Agreement Thedated October 30, 2024, between the Company usedand the proceeds of these notes to partially fund the Fikes acquisition (see further discussionpurchasers of the FikesSenior acquisitionNotes inSeries NoteI 2).and Series J.

The Company is party to a credit agreement, dated as of April 21, 2023, which provides for term loan borrowings and a committed, unsecured $850,000 revolving credit facility. On October 30, 2024, the Company entered into an amendment to the 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”). Amounts borrowed under the Credit Agreement 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 0.10% (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 0.10% to 0.70% and each with a floor of 1.00%. 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. We have the right at any time to prepay all or a portion of the outstanding balance without premium or penalty, other than customary “breakage” costs with respect to Term SOFR-based borrowings, with prior notice given.

(2)Included in other long-term liabilities and other accrued expenses on our consolidated balance sheet at April 30, 2025,2026, was a $11,488$14,152 obligation for deferred compensation. As the specific payment dates for a portion of the deferred compensation outstanding are unknown due to the unknown retirement dates of many of the participants, the related timing of the payment of the balances have not been reflected in the above “Payments due by period” table. However, known payments of $4,936$4,698 are scheduled over the next 5 years, which includes $757$647 recognized in currentother liabilitiesaccrued expenses as of April 30, 2025.2026.

Business Operations; Our business and our reputation could be adversely affected by a cyber or data security incident or the failure to protect sensitive guest, Team Member or supplier data, or the failure to comply with applicable regulations relating to data security and privacy; food-safety issues and foodborne illnesses, whether actual or reported, or the failure to comply with applicable regulations relating to the transportation, storage, preparation or service of food, could adversely affect our business and reputation; we may be adversely impacted by increases in the cost of food ingredients and other related costs; a significant disruption to our distribution network, to the capacity of the distribution centers, or timely receipt of inventory could adversely impact our sales or increase our transaction costs, which could have a material adverse effect on our business; we could be adversely affected if we experience difficulties in, or are unable to recruit, hire or retain, members of our leadership team and other distribution, field and store Team Members; any failure to anticipate and respond to changes in consumer preferences, or to introduce and promote innovative technology for guest interaction, could adversely affect our financial results; we rely on our information technology systems, and a number of third-party software and technology providers, to managesupport numerous aspects of our business, and a disruption of these systems could adversely affect our business; increased credit card expenses could lead to higher operating expenses and other costs for the Company; our operations present hazards and risks which may not be fully covered by insurance, if insured; the dangers inherent in the storage and transport of fuel could cause disruptions and could expose to us potentially significant losses, costs or liabilities; consumer or other litigation could adversely affect our financial condition and results of operations; pandemics or disease outbreaks, responsive actions taken by governments and others to mitigate their spread, and guest behavior in response to these events, have, and may in the future, adversely affect our business operations, supply chain and financial results; and, covenants in our Senior Notes and credit facility agreements require us to comply with certain covenants and meet financial maintenance tests and the failure to comply with these requirements could have a material impact to us.

As of JanuaryJuly 31, 2026, Casey’s General Stores, Inc. and its direct and indirect wholly-owned subsidiaries operate convenience stores primarily under the names "Casey's" and "Casey’s General Store" (collectively, with the stores below referenced as "GoodStop (by Casey's)" ("GoodStop"), or "CEFCO", referred to as "Casey's" or the "Company") throughout 19 states, approximately half of which are located in Iowa, Missouri and Illinois.

As of JanuaryJuly 31, 2026, there were 2,9242,959 stores in operation. Approximately 71% of all stores were opened in areas with populations of fewer than 20,000 persons. The Company competes on the basis of price, as well as on the basis of traditional features of convenience store operations such as location, extended hours, product offerings, price and quality of service.

All convenience stores carry a broad selection of food items (which at most stores includes, but is not limited to, freshly prepared foods such as regular and breakfast pizza, donuts, hot breakfast items, and hot and cold sandwiches), beverages, tobacco and nicotine products, groceries, health and beauty aids, automotive products, and other non-food items. As of JanuaryJuly 31, 2026, 236240 store locations offered car washes. In addition, all but sixfive store locations offer fuel.

In addition to the "Casey's" and "Casey's General Stores" brands, the Company also operates a limited number of stores under the additional brands such asof "GoodStop (by Casey's)" or "CEFCO". These locations offer fuel for sale, and a broad selection of snacks, beverages, tobacco and nicotine products, and other essentials. However, some of these locations do not have a full-service kitchen andand, therefore, have limited prepared food offerings. When the Company acquires convenience stores, the locations are typically brandedre-branded as "Casey’s", onceas soon as the store is remodeled to include a full-service kitchen. If the store’s layout or location does not allow for a full-service kitchen, the store typically will be operated as “"GoodStop (by Casey’s)”" or the acquired brand.

The Company operates a wholesale network where Casey’s manages wholesale fuel wholesale supply agreements to certain dealer sites and other wholesale locations. During the prior year, the Company expanded its fuel wholesale network through the Fikes acquisition. The dealer and wholesale locations are not operated by Casey's and are not included in our overall store count in the table below.count. For the three and nine-monthsthree-months ended JanuaryJuly 31, 2026, approximately 2% and 3%,3% of total revenue relates to the wholesale fuel wholesale network.

The Company operates three distribution centers, through which certain grocery and general merchandise and prepared food and dispensed beverage items are supplied to most of our stores. One distribution center is adjacent to our corporate headquarters, which we refer to as the Store Support CenterCenter, in Ankeny, Iowa. The other two distribution centers are located in Terre Haute, Indiana and Joplin, Missouri. Certain stores outside of our optimal distribution radius, in Florida for example, are supplied by third-party distribution partners. Additionally, the Company owns and operates a fuel terminal in Waco, Texas, which was acquired from Fikes in the prior year.Texas. The Company self-distributes the majority of fuel to our stores.

The Company reported diluted earnings per common share of $3.49$7.37 for the thirdfirst quarter of fiscal 2026.2027. For the same quarter a year-ago, diluted earnings per common share was $2.33.$5.77.

The following table represents the roll forward of store count through the thirdfirst quarter of fiscal 20262027:

Casey's continues to implement our electric vehicle ("EV") strategy and our management team remains committed to understanding how the increased demand for, and usage of, EVs impacts consumer behavior across our store footprint and beyond. As consumer demand for alternative fuel options continues to grow, albeit slowly, Casey’s has continued to add EV charging stations across our 19-state footprint. As of JanuaryJuly 31, 2026, the Company has 269294 charging stations at 5868 stores, across 1314 states. Our EV growth strategy is currently designed to selectively increase our charging stations at locations within our region where we see higher levels of consumer EV buying trends and demand for EV charging. To date, consumer EV demand within our Midwest footprint has been comparatively lower than the levels along the coasts. As EV demand from our guests increases, we are prepared to strategically integrate charging station options at select stores.

Same-store sales of prepared food and dispensed beverage increased 4.3%4.8% and grocery and general merchandise increased 4.0%2.7% during the quarter. The increase in prepared food and dispensed beverage same-store sales was attributabledriven toprimarily strongby salespositive oftraffic, led by whole pizzas and hot sandwiches.pizzas. The increase in grocery and general merchandise same-store sales was primarily due to strong sales of non-alcoholic beverages. Additionally, the thirdfirst quarter results reflected a 0.4%0.3% increasedecrease in same-store fuel gallons sold.

Three Months Ended JanuaryJuly 31, 2026 Compared to

Three Months Ended JanuaryJuly 31, 2025 (Dollars and Amounts in Thousands)

Total revenue for the thirdfirst quarter of fiscal 20262027 increased by $12,499$1,111,230 (0.3%24.3%) over the comparable period in fiscal 2025.2026. Prepared food and dispensed beverage revenue increased by $25,824$34,146 (6.5%7.4%), due to an increase in same-store sales of 4.3%4.8% driven by strong sales of whole pizzas and hot sandwiches,pizzas, as well as an increase of approximately 2.2%2.6% related to store growth, due to operating 3164 more stores than a year ago. Grocery and general merchandise revenue increased by $53,954$59,578 (5.4%4.9%), due to an increase in same-store sales of 4.0%2.7% driven by sales of non-alcoholic beverages, as well as an increase of approximately 1.4%2.2% related to store growth. Retail fuel revenue decreasedincreased by $57,115$991,139 (2.4%36.3%) due to aan decreaseincrease in the average retail price per gallon of 4.6%.33.0%, Thisas waswell partially offset byas an increase in the number of gallons sold of 18,67322,432 (2.3%2.5%).

The other category primarily consists of activity related to wholesale fuel and car wash revenue, which are both presented gross of applicable costs, as well as lottery, which is presented net of applicable costs. Other revenue decreasedincreased $10,164$26,367 (7.5%17.6%) for the thirdfirst quarter of fiscal 20262027 compared to the prior year, driven primarily by an decreaseincrease in wholesale fuel revenue, duelargely todriven aby decreasean increase in the average fuel price per gallon.

Total revenue less cost of goods sold (exclusive ofexcluding depreciation and amortization) was 25.7%21.8% of revenue for the thirdfirst quarter of fiscal 2026,2027, compared to 23.4%24.4% for the comparable period in the prior year. Prepared food and dispensed beverage revenue less related cost of goods sold (exclusive ofexcluding depreciation and amortization) increased to 58.3%59.3% of prepared food and dispensed beverage revenue for the thirdfirst quarter of fiscal 2026,2027, compared to 57.8%58.0% for the comparable period in the prior yearyear. The increase was primarily due to strongrefinements costin the allocation for certain distribution costs between prepared food and dispensed beverage and grocery and general merchandise to better reflect the underlying expenses of goodseach management.category. Grocery and general merchandise revenue less related cost of goods sold (exclusive ofexcluding depreciation and amortization) increasedremained torelatively 35.7%flat, ofdecreasing groceryfrom and35.9% general merchandise revenue for the third quarter of fiscal 2026, compared to 34.2% of grocery and general merchandise revenue forin the comparable period in the prior year, primarily dueyear to a35.6% favorablein productthe mixcurrent shift.year, largely driven by the offsetting impacts of the aforementioned allocation.

Fuel revenue less related cost of goods sold (exclusive ofexcluding depreciation and amortization) was 15.1%12.0% of fuel revenue during the thirdfirst quarter of fiscal 2026,2027, compared to 12.8%13.7% for the comparable period in the prior year. Revenue less cost of goods sold (exclusive ofexcluding depreciation and amortization) per gallon increased to 41.047.8 cents in the thirdfirst quarter of fiscal 2026,2027, compared to 36.441.0 cents for the comparable period in the prior year. During the quarter, the Company, and the retail fuel industry, experienced historically higher than average fuel revenue less cost of goods sold per gallon (excluding depreciation and amortization). On a longer-term basis, this metric can fluctuate significantly, and sometimes unpredictably, in the short-term. The Company soldrecognized 5.8$25,736 from renewable identification number ("RIN") related activities from 10.9 million RINs (renewable identification numbers) for $6,251 during the quarter, compared to the$6,742 salefrom of 4.06.1 million RINs for $2,557 in the thirdfirst quarter of the prior year (see Note 3, above, for a further description of RINs). The overall impact to fuel revenue less related cost of goods sold (excluding depreciation and howamortization) theyfrom areRINs generated).was minimal during the quarter, given the higher related activity was offset by higher costs.

Operating expenses increased by $218,050$55,935 (11.5%8.0%) to $754,111 in the first nine monthsquarter of fiscal 2026 from the comparable period in the prior year.2027. Operating 64 more stores than the prior year accounted for approximately 6%2% of the increase. Same-store credit card fees added approximately 1.5% of the increase. Same-store employee expense contributed to approximately 1.5%1% of the increase, primarily due to an increases in labor rates, offset by a reduction inwhile same-store labor hours.hours Approximatelywere nearly flat. Insurance was responsible for approximately 1% of the change is related to an increase in accrued costs for variable incentive compensation due to strong financial performance.increase.

Depreciation and amortization expense increased $38,259$7,031 (12.9%6.5%) to $334,463$115,994 forin the first nine monthsquarter of fiscal 2026,2027, primarily due to purchases of property and equipment since the priorcomparable period.

Interest, net increaseddecreased by $18,886$4,791 (33.7%17.8%) to $74,921$22,059 forin the first nine monthsquarter of fiscal 20262027, primarily due to issuinga incremental debt of $1,100,000decrease in the priorinterest yearrate toon partiallyour fundvariable-rate the acquisition of Fikes.debt.

The effective tax rate increaseddecreased to 23.8%21.1% in the first nine monthsquarter of the fiscal year2027 compared to 23.4%22.7% in the same period of the prior fiscal year.2026. The increasedecrease in the effective tax rate was primarily due to a one-time benefit in the prior year to update the state deferred tax rate following the Fikes transaction (0.9%), offset by an increase in excess tax benefits recognized on share-based awards in the current year (0.5%).awards.

Net income increased by $103,551$58,365 (23.1%27.1%) to $551,764$273,720 fromcompared $448,213to $215,355 in the priorcomparable year.period. The increase in net income was primarily attributable to higher profitability both inside the store and in fuel, partially offset by increases in operating expenses, and depreciation and amortization and interest expense.amortization. See discussion in the paragraphs above for the primary drivers for each of these changes.

The following table contains a reconciliation of net income to EBITDA for the three and nine months ended JanuaryJuly 31, 2026 and 2025:

For the three and nine months ended JanuaryJuly 31, 2026, EBITDA increased by 27.5% and 20.9%, respectively,17.1% when compared to the same period a year ago. The increase was primarily attributable to higher profitability both inside the store and in fuel, partially offset by higher operating expenses. See discussion in the preceding sections for the primary drivers for each of these individual changes.

Critical accounting policies are those accounting policies that management believes are important to the portrayal of the Company’s financial condition and results of operations. The Company's critical accounting policies are described in the Form 10-K for the year ended April 30, 2025,2026, and such discussion is incorporated herein by reference. There have been no changes to these policies in the ninethree months ended JanuaryJuly 31, 2026.

Due to the nature of the Company’s business, cash provided by operations is the Company’s primary source of liquidity. The Company finances its inventory purchases primarily from normal trade credit aided by the relatively rapid turnover of inventory. This turnover allows the Company to conduct its operations without large amounts of cash and working capital. As of JanuaryJuly 31, 2026, the Company’s ratio of current assets to current liabilities was 1.041.02 to 1. The ratio at JanuaryJuly 31, 2025 and April 30, 20252026 was 0.921.03 to 1 forand both periods. The increase in the ratio is primarily attributable1.01 to an1, increase in cash and cash equivalents. For further information, refer to discussions on the changes in the sections of the statement of cash flow below.respectively.

Net cash provided by operating activities was $979,030$384,072 for the ninethree months ended JanuaryJuly 31, 2026, compared to $756,996$372,417 for the comparable period in the prior year, an increase of $222,034.$11,655. Our primary source of operating cash flows is from sales to guests at our stores. The primary uses of operating cash flows are payments to our team members and suppliers, as well as payments for taxes and interest. Cash flow from operations was favorably impacted by improved revenue less cost of goods sold (exclusive ofexcluding depreciation and amortization) of $414,301.$126,748, and a decrease in cash paid for interest of $4,398. This was offset by an increase in operating expenses of $218,050 and an increase in cash paid for interest of $29,621.$55,935. Refer to "NineThree Months Ended JanuaryJuly 31, 2026 Compared to NineThree Months Ended JanuaryJuly 31, 2025" starting on page 1716 for further details on the primary drivers for the changes in revenue, cost of goods sold (exclusive ofexcluding depreciation and amortization), operating expenses, and interest. Cash flows from operations can also be impacted by variability in the timing of payments and receipts for certain assets and liabilities, such as wage related accruals, accounts payable, and receivables from credit card companies or our vendors. Operating cash flows were also favorablyunfavorably impacted by ana increasedecrease of $33,065 due to the timing of inventory purchases, as well as an increase of $29,495$53,166 related to accounts payable,payable and accrued expenses, due to the timing of payments.

Net cash used in investing activities decreasedwas by$234,721 $1,009,596.for the three months ended July 31, 2026, compared to $102,042 in the comparable period in the prior year, an increase of $132,679. During the first ninethree months of fiscal 2026,2027, the Company expended $552,730$238,299 for purchases of property and equipment and payments for acquisitions compared to $1,537,066$119,541 for the comparable period in the prior year. The decrease in cash used in investing activities was attributable to the Fikes acquisition, which closed during the prior year and had a purchase price of $1,165,752. Purchases of property and equipment and payments for acquisitions of businesses typically represent the single largest use of excess Company funds. Management believes that by acquiring, building, and reinvesting in stores, the Company will be better able to drive long-term shareholder value.

Net cash used in financing activities was $327,732$148,283 for the ninethree months ended JanuaryJuly 31, 2026, compared to net cash provided by financing activities of $953,874$138,964 in the comparable period in the prior year.year, an increase of $9,319. The change from the prior yearincrease was primarily due to thean proceeds from long-term debt of $1,100,000 received to partially fund the Fikes acquisitionincrease in the prior year. Additionally, the repurchase and retirement of common stock under our share repurchase program resultedof approximately $13,605, and an increase in payments for tax withholdings on employee shared-based awards of $32,667, due to an increase in the netfair cash usedvalue of approximatelyrestricted $136,524stock units vested during the period.quarter. This was offset by an increase in proceeds from long-term debt of $42,625 due to borrowings under the Revolving Facility during the quarter.

As of JanuaryJuly 31, 2026, the Company had long-term debt consisting of:

Business Operations: Our business and our reputation could be adversely affected by a cyber or data security incident or the failure to protect sensitive guest, Team Member or supplier data, or the failure to comply with applicable regulations relating to data security and privacy; food-safety issues and foodborne illnesses, whether actual or reported, or the failure to comply with applicable regulations relating to the transportation, storage, preparation or service of food, could adversely affect our business and reputation; we may be adversely impacted by increases in the cost of food ingredients and other related costs; a significant disruption to our distribution network, to the capacity of the distribution centers, or timely receipt of inventory could adversely impact our sales or increase our transaction costs, which could have a material adverse effect on our business; we could be adversely affected if we experience difficulties in, or are unable to recruit, hire or retain, members of our leadership team and other distribution, field and store Team Members; any failure to anticipate and respond to changes in consumer preferences, or to introduce and promote innovative technology for guest interaction, could adversely affect our financial results; we rely on our information technology systems, and a number of third-party software and technology providers, to managesupport numerous aspects of our business, and a disruption of these systems could adversely affect our business; increased credit card expenses could lead to higher operating expenses and other costs for the Company; our operations present hazards and risks which may not be fully covered by insurance, if insured; the dangers inherent in the storage and transport of fuel could cause disruptions and could expose to us potentially significant losses, costs or liabilities; consumer or other litigation could adversely affect our financial condition and results of operations; pandemics or disease outbreaks, responsive actions taken by governments and others to mitigate their spread, and guest behavior in response to these events, have, and may in the future, adversely affect our business operations, supply chain and financial results; and, covenants in our Senior Notes and credit facility agreements require us to comply with certain covenants and meet financial maintenance tests and the failure to comply with these requirements could have a material impact to us.