Form 8-K

8-K — CASEYS GENERAL STORES INC

Accession: 0000726958-26-000084

Filed: 2026-09-08

Period: 2026-09-02

CIK: 0000726958

SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)

Item: Results of Operations and Financial Condition

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — casy-20260902.htm (Primary)

EX-99.1 (q1fy2027earningspressrelea.htm)

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8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2026

CASEY'S GENERAL STORES, INC.

(Exact name of registrant as specified in its charter)

Iowa

(State or other jurisdiction of incorporation)

001-34700 42-0935283

(Commission File Number) (I.R.S. Employer Identification Number)

One SE Convenience Blvd., Ankeny, Iowa

(Address of principal executive offices)

50021

(Zip Code)

515/965-6100

(Registrant's telephone number, including area code)

NONE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, no par value per share CASY The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 2.02. Results of Operations and Financial Condition.

On September 8, 2026, Casey's General Stores, Inc. (the "Company") issued a press release announcing its financial results for the first quarter ended July 31, 2026 (the "Press Release"). A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 2, 2026, the Company held its 2026 annual shareholders’ meeting (the “Meeting”). The matters voted upon, and results, were as follows:

At the Meeting, the following eleven director nominees were elected, by a majority vote, to serve until the next annual shareholders’ meeting and until their successors are elected and qualified (Proposal #1):

NOMINEE FOR AGAINST ABSTAIN BROKER NON-VOTES

Sri Donthi 28,332,404 173,238 675,328 3,726,211

Donald E. Frieson 28,316,616 189,914 674,440 3,726,211

David K. Lenhardt 27,952,163 554,413 674,394 3,726,211

Maria Castañón Moats 28,283,552 221,103 676,315 3,726,211

Darren M. Rebelez 27,826,757 675,337 678,876 3,726,211

Larree M. Renda 28,073,112 430,698 677,160 3,726,211

Judy A. Schmeling 28,205,178 300,828 674,964 3,726,211

Michael Spanos 28,340,205 165,860 674,905 3,726,211

Stanley J. Sutula III 29,070,616 67,455 42,899 3,726,211

Gregory A. Trojan 28,208,371 297,495 675,104 3,726,211

Allison M. Wing 28,317,029 188,239 675,702 3,726,211

At the Meeting, the vote to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending April 30, 2027, was as follows (Proposal #2):

FOR AGAINST ABSTAIN BROKER NON-VOTES

31,287,745 943,042 676,394 0

At the Meeting, the advisory vote on named executive officer compensation was as follows (Proposal #3):

FOR AGAINST ABSTAIN BROKER NON-VOTES

27,740,392 735,725 704,853 3,726,211

At the Meeting, the vote on the shareholder proposal regarding shareholder special meeting rights was as follows (Proposal #4):

FOR AGAINST ABSTAIN BROKER NON-VOTES

11,445,252 17,633,598 102,120 3,726,211

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press Release issued by Casey's General Stores, Inc. dated September 8, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

CASEY'S GENERAL STORES, INC.

Dated: September 8, 2026 By: /s/ Stephen P. Bramlage Jr.

Stephen P. Bramlage Jr.

Chief Financial Officer

EX-99.1

Filename: q1fy2027earningspressrelea.htm · Sequence: 2

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Casey’s General Stores, Inc.

One SE Convenience Blvd

Ankeny, IA 50021

Casey's Announces First Quarter Results

Ankeny, IA, September 8, 2026 - Casey’s General Stores, Inc. ("Casey's" or the "Company") (Nasdaq: CASY) one of the leading convenience store chains in the United States, today announced financial results for the three months ended July 31, 2026.

First Quarter Key Highlights

•Diluted EPS of $7.37 up 27.7% from the same period a year ago. Net income was $273.7 million, up 27.1% from the prior year, and EBITDA1 was $485.1 million, up 17.1%, from the same period a year ago.

•Inside same-store sales increased 3.2% compared to prior year, and 7.7% on a two-year stack basis, with an inside margin of 42.2%. Total inside gross profit increased 6.3% to $749.8 million compared to the prior year.

•Fuel same-store gallons sold were down 0.3% compared to prior year, and positive 1.4% on a two-year stack basis, with a fuel margin of 47.8 cents per gallon. Total fuel gross profit increased 19.6% to $446.9 million compared to the prior year.

•Casey's released its new three-year strategic plan in June.

"We are off to a great start on our three-year strategic plan, highlighted by a nearly 28% increase in diluted EPS,” said Darren Rebelez, Chairman, President and CEO. “Guests are responding well to our compelling value proposition on our high-quality prepared food, especially in whole pies. On the fuel side, our team's robust capabilities helped us navigate a volatile environment and produced strong results. The operations team delivered an exceptional guest experience during our busiest quarter of the year. We accomplished all of this while running ahead of schedule on our integration of the Fikes acquisition."

Earnings

Three Months Ended July 31,

2026 2025

Net income (in thousands) $ 273,720 $ 215,355

Diluted earnings per share $ 7.37 $ 5.77

EBITDA (in thousands) $ 485,083 $ 414,270

For the quarter, net income, diluted EPS, and EBITDA increased compared to the same period a year ago due to higher inside and fuel gross profit, partially offset by higher operating expenses.

1 EBITDA is reconciled to net income below.

Inside

Three Months Ended July 31,

2026 2025

Inside sales (in thousands) $ 1,777,541 $ 1,683,817

Inside same-store sales 3.2 % 4.3 %

Grocery and general merchandise same-store sales 2.7 % 3.8 %

Prepared food and dispensed beverage same-store sales 4.8 % 5.6 %

Inside gross profit (in thousands) $ 749,809 $ 705,466

Inside margin 42.2 % 41.9 %

Grocery and general merchandise margin 35.6 % 35.9 %

Prepared food and dispensed beverage margin 59.3 % 58.0 %

Total inside sales for the quarter were up 5.6% compared to the prior year. Prepared food and dispensed beverage same-store sales was driven primarily by positive traffic, led by whole pizzas, while grocery and general merchandise same-store sales had excellent performance in non-alcoholic beverages. Inside margin was up approximately 30 basis points compared to the same quarter a year ago, benefitting primarily from favorable mix shift and cost of goods management.

Fuel2

Three Months Ended July 31,

2026 2025

Fuel gallons sold (in thousands) 934,212 911,780

Same-store gallons sold (0.3) % 1.7 %

Fuel gross profit (in thousands) $ 446,929 $ 373,554

Fuel margin (cents per gallon, excluding credit card fees) 47.8 ¢ 41.0 ¢

For the quarter, total fuel gallons sold increased 2.5% compared to the prior year due to the store count increase, slightly offset by a modest decrease in same-store gallons sold. The Company’s total fuel gross profit was up 19.6% versus the prior year, due to an increase in gallons sold as well as fuel margin.

Operating Expenses

Three Months Ended July 31,

2026 2025

Operating expenses (in thousands) $ 754,111 $ 698,176

Credit card fees (in thousands) $ 85,709 $ 71,704

Same-store operating expenses excluding credit card fees 5.0 % 3.0 %

Operating expenses increased 8.0% during the first quarter. Operating 64 more stores than prior year accounted for approximately 2% of the increase. Same-store credit card fees added approximately 1.5% of the increase. Same-store employee expense contributed to approximately 1% of the increase, primarily due to increases in labor rates, while same-store labor hours were nearly flat. Insurance was responsible for approximately 1% of the increase.

2 Fuel category does not include wholesale fuel or terminal activity, which is included in Other.

Expansion

Store Count

Stores at April 30, 2026 2,944

New store construction 9

Acquisitions 12

Closed or divested (6)

Stores at July 31, 2026 2,959

Liquidity

At July 31, 2026, the Company had approximately $1.4 billion in available liquidity, consisting of approximately $524 million in cash and cash equivalents on hand and approximately $857 million in available borrowing capacity on existing lines of credit.

Share Repurchase

During the quarter, the Company repurchased approximately $45.6 million of shares. The Company has approximately $973 million remaining under its existing share repurchase authorization.

Dividend

At its September meeting, the Board of Directors approved a quarterly dividend of $0.65 per share. The dividend is payable November 13, 2026, to shareholders of record on November 1, 2026.

Fiscal 2027 Outlook

The Company's fiscal 2027 outlook previously disclosed remains unchanged. Casey's expects the following performance during fiscal 2027. The Company expects inside same-store sales to increase 2% to 5% with an inside margin above 42%. The Company expects same-store fuel gallons sold to be negative 1% to positive 1%. Total operating expenses are expected to increase approximately 5% to 7%. The Company expects EBITDA to increase 8% to 10%, which would imply 35% on a two-year stack basis at the midpoint of the range.

The Company expects to open at least 120 stores in fiscal 2027 through a mix of M&A and new store construction. Net interest expense is expected to be approximately $95 million. Depreciation and amortization is expected to be approximately $490 million and the purchase of property and equipment is expected to be approximately $800 million. The tax rate is expected to be approximately 24% to 26% for the year.

Casey’s General Stores, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Amounts in thousands, except share and per share amounts)

(Unaudited)

Three Months Ended July 31,

2026 2025

Total revenue $ 5,678,336 $ 4,567,106

Cost of goods sold (excluding depreciation and amortization, shown separately below) 4,439,142 3,454,660

Operating expenses 754,111 698,176

Depreciation and amortization 115,994 108,963

Interest, net 22,059 26,850

Income before income taxes 347,030 278,457

Federal and state income taxes 73,310 63,102

Net income $ 273,720 $ 215,355

Net income per common share

Basic $ 7.40 $ 5.80

Diluted $ 7.37 $ 5.77

Basic weighted average shares 36,965,113 37,148,383

Plus dilutive effect of share-based compensation 177,144 203,697

Diluted weighted average shares 37,142,257 37,352,080

Casey’s General Stores, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Dollars in thousands)

(Unaudited)

July 31, 2026 April 30, 2026

Assets

Current assets

Cash and cash equivalents $ 524,059 $ 522,991

Receivables 245,837 243,502

Inventories 557,968 557,151

Prepaid and other current assets 60,997 29,783

Income taxes receivable — 10,585

Total current assets 1,388,861 1,364,012

Operating lease right-of-use assets, net 430,740 432,640

Other assets, net of amortization 137,685 121,249

Goodwill 1,284,216 1,268,686

Property and equipment, net of accumulated depreciation of $3,546,531 at July 31, 2026 and $3,444,442 at April 30, 2026 5,879,761 5,749,468

Total assets $ 9,121,263 $ 8,936,055

Liabilities and Shareholders’ Equity

Current liabilities

Current maturities of long-term debt and finance lease obligations $ 104,323 $ 101,357

Accounts payable 853,659 823,804

Accrued expenses and current portion of operating lease liabilities 377,013 425,445

Income taxes payable 28,618 —

Total current liabilities 1,363,613 1,350,606

Long-term debt and finance lease obligations, net of current maturities 2,326,200 2,330,237

Deferred income taxes 772,640 739,843

Operating lease liabilities, net of current portion 457,625 459,284

Insurance accruals, net of current portion 32,167 32,140

Other long-term liabilities 75,105 72,226

Total liabilities 5,027,350 4,984,336

Total shareholders’ equity 4,093,913 3,951,719

Total liabilities and shareholders’ equity $ 9,121,263 $ 8,936,055

Casey’s General Stores, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

Three months ended July 31,

2026 2025

Cash flows from operating activities:

Net income $ 273,720 $ 215,355

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 115,994 108,963

Amortization of debt issuance costs 516 516

Change in excess replacement cost over LIFO inventory valuation 1,094 8,327

Share-based compensation 16,930 15,221

Loss on disposal of assets and impairment charges 2,222 561

Deferred income taxes 32,797 47,457

Changes in assets and liabilities:

Receivables (7,304) (15,873)

Inventories (577) (6,868)

Prepaid and other current assets (31,214) (20,040)

Accounts payable 6,381 35,019

Accrued expenses (50,257) (25,729)

Income taxes 39,761 5,595

Other, net (15,991) 3,913

Net cash provided by operating activities 384,072 372,417

Cash flows from investing activities:

Purchase of property and equipment (194,395) (110,046)

Payments for acquisition of businesses, net of cash acquired (43,904) (9,495)

Proceeds from sales of assets 3,578 17,499

Net cash used in investing activities (234,721) (102,042)

Cash flows from financing activities:

Proceeds from long-term debt 42,625 —

Payments of long-term debt and finance lease obligations (45,207) (42,163)

Payments of cash dividends (22,283) (19,655)

Repurchase of common stock and payment of related excise taxes (44,856) (31,251)

Tax withholdings on employee share-based awards (78,562) (45,895)

Net cash used in financing activities (148,283) (138,964)

Net increase in cash and cash equivalents 1,068 131,411

Cash and cash equivalents at beginning of the period 522,991 326,662

Cash and cash equivalents at end of the period $ 524,059 $ 458,073

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

Three months ended July 31,

2026 2025

Cash paid during the period for:

Interest, net of amount capitalized $ 22,498 $ 26,896

Income taxes, net 751 10,050

Noncash activities:

Purchased property and equipment in accounts payable 114,088 64,905

Right-of-use assets obtained in exchange for new finance lease liabilities 1,188 4,448

Right-of-use assets obtained in exchange for new operating lease liabilities 4,133 —

Summary by Category (Amounts in thousands)

Three Months Ended July 31, 2026 Prepared Food & Dispensed Beverage Grocery & General

Merchandise Fuel Other Total

Revenue $ 492,580 $ 1,284,961 $ 3,724,798 $ 175,997 $ 5,678,336

Gross profit $ 291,971 $ 457,838 $ 446,929 $ 42,456 $ 1,239,194

59.3 % 35.6 % 12.0 % 24.1 % 21.8 %

Fuel gallons sold 934,212

Three Months Ended July 31, 2025

Revenue $ 458,434 $ 1,225,383 $ 2,733,659 $ 149,630 $ 4,567,106

Gross profit $ 265,983 $ 439,483 $ 373,554 $ 33,426 $ 1,112,446

58.0 % 35.9 % 13.7 % 22.3 % 24.4 %

Fuel gallons sold 911,780

Prepared Food & Dispensed Beverage Prepared Food & Dispensed Beverage

Same-store Sales Margin

Q1 Q2 Q3 Q4 Fiscal

Year Q1 Q2 Q3 Q4 Fiscal

Year

F2027 4.8 % F2027 59.3 %

F2026 5.6 4.8 % 4.3 % 6.6 % 5.2 % F2026 58.0 58.6 % 58.3 % 59.5 % 58.6 %

F2025 4.4 5.2 4.7 1.5 3.5 F2025 58.3 58.7 57.8 57.8 58.2

Grocery & General Merchandise Grocery & General Merchandise

Same-store Sales Margin

Q1 Q2 Q3 Q4 Fiscal

Year Q1 Q2 Q3 Q4 Fiscal

Year

F2027 2.7 % F2027 35.6 %

F2026 3.8 2.7 % 4.0 % 5.1 % 3.9 % F2026 35.9 36.0 % 35.7 % 35.7 % 35.8 %

F2025 1.6 3.6 3.3 1.8 2.3 F2025 35.4 35.6 34.2 34.8 35.0

Fuel Gallons Fuel Margin

Same-store Sales (Cents per gallon, excluding credit card fees)

Q1 Q2 Q3 Q4 Fiscal

Year Q1 Q2 Q3 Q4 Fiscal

Year

F2027 (0.3) % F2027 47.8 ¢

F2026 1.7 0.8 % 0.4 % 1.5 % 1.4 % F2026 41.0 41.6 ¢ 41.0 ¢ 46.9 ¢ 42.6 ¢

F2025 0.7 (0.6) 1.8 0.1 0.1 F2025 40.7 40.2 36.4 37.6 38.7

RECONCILIATION OF NET INCOME TO EBITDA

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.

We believe EBITDA is useful to investors in evaluating our operating performance because securities analysts and other interested parties use this calculation as a measure of financial performance and debt service capabilities, and it is regularly used by the Company for internal purposes including our capital budgeting process, evaluating acquisition targets, assessing performance, and awarding incentive compensation.

Because non-GAAP financial measures are not standardized, EBITDA, as defined by us, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare our use of this non-GAAP financial measure with those used by other companies.

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

(in thousands) Three Months Ended July 31,

2026 2025

Net income $ 273,720 $ 215,355

Interest, net 22,059 26,850

Federal and state income taxes 73,310 63,102

Depreciation and amortization 115,994 108,963

EBITDA $ 485,083 $ 414,270

NOTES:

•Gross profit is defined as revenue less cost of goods sold (excluding depreciation and amortization)

•Inside is defined as the combination of grocery and general merchandise and prepared food and dispensed beverage

This release contains statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including those related to expectations for future periods, possible or assumed future results of operations, financial conditions, liquidity and related sources or needs, business and/or integration strategies, plans and synergies, supply chain, growth opportunities, and performance at our stores. There are a number of known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from any results expressed or implied by these forward-looking statements, including but not limited to the execution of our strategic plan, the integration and financial performance of acquired stores, wholesale fuel, inventory and ingredient costs, distribution challenges and disruptions, the impact and duration of conflicts in oil producing regions or other geopolitical disruptions, as well as other risks, uncertainties and factors which are described in the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as filed with the Securities and Exchange Commission and available on our website. Any forward-looking statements contained in this release represent our current views as of the date of this release with respect to future events, and Casey’s disclaims any intention or obligation to update or revise any forward-looking statements in the release whether as a result of new information, future events, or otherwise.

Corporate information is available at this website: https://www.caseys.com. Earnings will be reported during a conference call on September 9, 2026. The call will be broadcast live over the Internet at 7:30 a.m. CDT. To access the call, go to the Events and Presentations section of our website at https://investor.caseys.com/events-presentations. No access code is required. A webcast replay of the call will remain available in an archived format on the Events and Presentations section of our website at https://investor.caseys.com/events-presentations for one year after the call.

Investor Relations Contact: Media Relations Contact:

Sam James (515) 446-6506 Katie Petru (515) 446-6772

CASY-IR

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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