Casey's (CASY) 10-K risk factor changes: FY2023 vs FY2022

[removed: While we invest significant resources in the protection of such data and information, our IT systems, and incident response programs, and maintain what we believe are adequate security controls, a] [added: 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, ransomware attacks and other intentional or unintentional disruptions, could [removed: nonetheless] occur and have a material adverse effect on our operations and ability to operate, reputation, operating results and financial condition.

Such events could give rise to substantial monetary damages and/or losses which are not covered, or in some instances fully covered, by our insurance policies and which could adversely affect our reputation, results [added: of operations, financial condition and liquidity.]

Food-safety issues and [removed: food-borne] [added: 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.

Instances or reports of food-safety issues, such as [removed: food-borne] [added: foodborne] illnesses, food tampering, food contamination or mislabeling, either during growing, manufacturing, packaging, transportation, storage, preparation or service, have in the past [removed: significantly damaged the reputations and impacted the sales of companies in the food processing, grocery, quick service and “fast casual” restaurant sectors, and could affect us as well.]

Any instances of, or reports linking us to, [removed: food-borne] [added: foodborne] illnesses or food tampering, contamination, mislabeling or other food-safety issues 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.

We also depend on regular deliveries of products [added: from third-parties] to and from our facilities and stores that meet our specifications.

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 [removed: has] occurred [removed: as a result of and] during the [removed: duration of the] COVID-19 pandemic, problems in production or distribution, financial or other difficulties of suppliers, [added: cyber-related events, social unrest,] inclement weather or other [added: 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.]

We are [removed: increasingly] dependent on our information technology (IT) systems, and a large number of third-party software providers and platforms, to manage 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 [removed: vendors,] [added: 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 manage 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 [added: or cyber-related] incidents, computer viruses or attacks and obsolescence.

A significant percentage of our sales are made with [removed: the use of] 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, including record fuel prices that were seen [removed: at the end of our 2022 fiscal year and beyond,] [added: in recent years,] higher gallon movement and other increases in price and sales [added: of fuel and other items we sell in our stores] directly result in higher credit card expenses.

[removed: Total] [added: For fiscal 2021, total] credit card fees paid [removed: in fiscal 2022, 2021, and 2020,] were approximately [removed: $203 million, $147 million, and $145 million, respectively.][added: $150 million.]

[removed: 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.

Thus, an unfavorable outcome or settlement of one or more of these lawsuits could have a material adverse effect on our [added: reputation,] financial position, liquidity and results of operations.

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; minimum wage, overtime and other employment and labor laws and regulations; [removed: compliance with] the [removed: Patient Protection and Affordable Care Act and the] Americans with Disabilities Act; legal restrictions on the sale of alcohol, tobacco and nicotine products, money [added: orders, lottery/lotto and other age-restricted products; compliance with the 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 [removed: political administrations and majorities change over time.]

Sales of tobacco and nicotine products have averaged approximately [removed: 11%] [added: 10%] of our total revenue over the past three fiscal years, and our tobacco and nicotine revenue less cost of goods sold [removed: excluding] [added: (excluding] depreciation and [removed: amortization] [added: amortization)] accounted for approximately [removed: 10%] [added: 9%] of the total revenue less cost of goods sold [removed: excluding] [added: (excluding] depreciation and [removed: amortization] [added: amortization)] for the same period.

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 [removed: excluding] [added: (excluding] depreciation and [removed: amortization,] [added: amortization),] and overall guest traffic, and in turn have a material adverse effect on our business, financial condition and results of operations.

General economic and political conditions, including social and political causes and movements, higher interest rates, higher fuel and other energy costs, inflation, increases or fluctuations in commodity prices such as cheese and coffee, higher levels of unemployment, unemployment benefits and related stimulus provided as a result of the COVID-19 [removed: pandemic,] [added: pandemic (including the rollback of certain payment relief programs introduced during the pandemic such as delayed or deferred rent, student loan payments, etc.),] higher consumer debt levels and lower consumer discretionary spending, higher tax rates and other changes in tax laws or other economic factors may affect the operations of our stores, input costs, consumer spending, buying habits and labor markets generally, and could adversely affect the [added: discretionary income and spending levels of our guests, the] costs of the products we sell in our stores, the consumer demand for such products and the labor costs of transporting, storing and selling those products.

These events and their impacts can be unpredictable, and we may not [added: always be able to recapture these higher input costs through pricing strategies or otherwise.]

In addition, unfavorable economic conditions, especially those affecting the agricultural industry, higher fuel prices, and unemployment levels can affect consumer confidence, spending patterns, and miles driven, and [removed: can cause guests to “trade down” to lower priced products in certain categories when these conditions exist.]

Over the past three fiscal years, on average our fuel revenues accounted for approximately [removed: 61%] [added: 63%] of total revenue and our fuel revenue less cost of goods sold [removed: excluding] [added: (excluding] depreciation and [removed: amortization] [added: amortization)] accounted for approximately [removed: 32%] [added: 34%] of the total revenue less cost of goods sold [removed: excluding] [added: (excluding] depreciation and [removed: amortization.][added: amortization).]

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, including [added: those related to electric vehicle charging stations.]

We expect to continue pursuing acquisition opportunities, which involve risks that could cause our actual growth or operating results to differ materially from our expectations or the expectations of [added: our shareholders and] securities analysts.

For example, the Iowa Business Corporation Act (the “Act”) prohibits publicly held Iowa corporations to which it applies from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction in which the person [removed: became an interested shareholder unless the business combination is approved in a prescribed manner.]

[Table of [removed: Contents](#i676cbf74217a420d8b5517b49bc37877_7)][added: Contents](#if4da3a91510e41378df36a5898e36d11_7)]

significantly damaged the reputations and impacted the sales of companies in the food processing, grocery, quick service and “fast casual” restaurant sectors, and could affect us as well.

We may be adversely impacted by increases in the cost of food ingredients and other related costs

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 unable to increase the retail price of our products to offset such costs.

We have recently experienced inflation in the price of commodities, including food ingredients, which has increased 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 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, given the significant competitive pricing in our industry.

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.

Total credit card fees paid in fiscal 2023 and 2022 exceeded $200 million.

While these actions are generally routine in nature,

political administrations and majorities change over time.

can cause guests to “trade down” to lower priced products in certain categories when these conditions exist.

became an interested shareholder unless the business combination is approved in a prescribed manner.

of operations, financial condition and liquidity.

We cannot predict the extent and duration of the COVID-19 pandemic, the severity and duration of its impact to the general economy, our guests or our operating results; however, its effects could continue to be material and last for an extended period of time.

economic conditions, including the availability of qualified drivers and distribution center Team Members, again as had occurred as a result of the COVID-19 pandemic and has continued as a result of it and other macroeconomic factors, could adversely affect the availability, quality and cost of products, and our operating results.

For example, the current administration's desire to raise the federal tax rate for corporations, or to impose additional taxes or surcharges on companies in the oil and gas industries, each of which could directly result in higher taxes being incurred by the Company and which could impact the prices of important inputs to the products we sell.

orders, lottery/lotto and other age-restricted products; compliance with the 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.

always be able to recapture these higher input costs through pricing strategies or otherwise.

those related to electric vehicle charging stations.

We may experience difficulties implementing and realizing the results of our long-term strategic plan.

In January 2020, the Company unveiled an updated, long-term/strategic plan, centered around four strategic objectives: reinvent hospitality and the guest experience; be where the guest is; best-in-class efficiencies; and, invest in our people and culture.

While we have invested, and will continue to invest, significant resources in our team and in planning, development, project management, and implementation of the plan, it is possible that we may experience significant delays, increased costs and other difficulties that are not presently contemplated.

Further, the intended results of the plan may not be realized as anticipated.

Any such issues could adversely affect our operations and negatively impact our business, results of operations and financial condition.

[Table of [removed: Contents](#i676cbf74217a420d8b5517b49bc37877_7)][added: Contents](#if4da3a91510e41378df36a5898e36d11_7)]

[added: We attempt to mitigate] default risk by investing in only high-quality credit securities that we believe to be low risk and by positioning our portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor.

Based upon the outstanding balance of the Company's term loan facilities as of April 30, [removed: 2022,] [added: 2023,] an immediate 100-basis-point move in interest rates would have an approximate annualized impact of [removed: $2.7] [added: $2.5] million on interest expense.

We attempt to mitigate

As of April 30, [removed: 2022,] [added: 2023,] Casey’s General Stores, Inc. and its direct and indirect wholly-owned subsidiaries operate convenience stores primarily under the names "Casey's" and [removed: “Casey’s] [added: "Casey’s] General Store" (collectively, with the stores below referenced as [removed: "GoodStop"] [added: "GoodStop", "Bucky's"] or [removed: "Bucky's",] [added: "Minit Mart",] referred to as "Casey's" or the "Company") throughout 16 states, primarily in Iowa, Missouri, and Illinois.

As of April 30, [removed: 2022, 212] [added: 2023, 217] store locations offered car washes.

In addition, all but [removed: four] [added: seven store locations] offer fuel for sale on a self-service basis.

During the [added: prior] fiscal year, the Company introduced certain stores branded or rebranded as "GoodStop (by Casey’s)".

As of April 30, [removed: 2022, 46] [added: 2023, 43] stores operate under the "GoodStop" brand.

The Company is also temporarily operating certain locations acquired from Buchanan Energy during the [added: prior] fiscal year under the [removed: name, "Bucky's."] [added: name "Bucky's" and certain locations acquired from Minit Mart LLC during the current fiscal year under the name "Minit Mart."] The Company is in the process of transitioning all "Bucky's" [added: and "Minit Mart"] locations to either the "Casey's" or "GoodStop" brand.

These locations typically have similar offerings to the [removed: “Casey’s”] [added: "Casey’s" or "GoodStop"] branded stores.

[removed: As of April 30, 2022, there were] [added: The Company has] 76 dealer [removed: locations] [added: locations,] where Casey’s manages fuel wholesale supply agreements to these stores.

These locations are not operated by Casey's and are not included in our overall store [removed: count in the paragraph below.][added: count.]

On April 30, [removed: 2022,] [added: 2023,] there were a total of [removed: 2,452] [added: 2,521] stores in operation.

Approximately [removed: 51%] [added: 50%] of all stores in the Company were opened in areas with populations of fewer than 5,000 persons, while approximately [removed: 25%] [added: 26%] of our stores were opened in communities with populations of more than 20,000 persons.

The Company operates three distribution centers - in Ankeny, Iowa [removed: adjacent,] [added: adjacent] to our corporate headquarters, which we refer to as our Store Support Center, in Terre Haute, Indiana and in Joplin, Missouri - from which certain grocery and general merchandise [added: and prepared food and dispensed beverage] items are supplied to our [removed: stores, primarily] [added: stores] by our Company-operated delivery fleet.

The Company has a fleet of [removed: 365] [added: 397] tractors used for [removed: grocery and fuel] distribution.

In the event of a waiver [removed: to] [added: from, or updates to,] the Code of Business Conduct and Ethics, any required disclosure will be posted to our website.

Casey’s, with its principal business office, and Store Support [removed: Center] [added: Center,] located at One SE Convenience Blvd., Ankeny, Iowa 50021-8045 (telephone 515-965-6100), was incorporated in Iowa in 1967.

Our sales historically have been strongest during the first and second fiscal quarters (May through October) relative to the third and fourth [removed: fiscal quarters (November through April).]

Heartland Property Company, LLC was organized as a Delaware limited liability company in September [removed: 2019.][added: 2019, for the purposes of acquiring land and real estate.]

In addition, the acquisition of Buchanan Energy during the [added: prior] fiscal year [removed: (see Note 2 to the consolidated financial statement)] resulted in the addition of several subsidiaries to the Company’s corporate structure, including Bucks, LLC, a Nebraska limited liability company, Buchanan Energy (N), LLC and Buchanan Energy (S), LLC, each Delaware limited liability companies, Buck’s, LLC of Collinsville, an Illinois limited liability company, and C.T. Jewell Company, Inc., a Nebraska corporation.

[removed: However, the] [added: The] Company is in the process of merging these subsidiaries into the applicable Company legacy entities, described above.

CRC owns and/or operates certain stores in Illinois, Kansas, [added: Michigan,] Minnesota, Nebraska, North Dakota, [removed: South Dakota] and [removed: Michigan,] [added: South Dakota,] holds the rights to the Company's trademarks, service marks, trade names, and other intellectual property, and performs most “corporate” functions of the enterprise.

It was available in [removed: 2,332] [added: 2,465] stores [removed: (95.1%)] [added: (98%)] as of April 30, [removed: 2022.][added: 2023.]

In addition, we have expanded our prepared food offerings, which currently includes made to order cheesy breadsticks, sandwiches and wraps, chicken wings, chicken tenders, breakfast croissants and biscuits, breakfast pizza, breakfast burritos, hash browns, burgers, and [added: bakery items which includes include donuts, cookies and brownies as well as] other seasonal items.

Finally, as of April 30, [removed: 2022,] [added: 2023,] the Company was selling donuts in [removed: 2,350 (95.8%)] [added: 2,449 (97%)] of our stores in addition to cookies, brownies, and other bakery items.

In the last three fiscal years, retail sales of nonfuel items have generated about [removed: 40%] [added: 37%] of our total revenue, but they have resulted in approximately [removed: 68%] [added: 66%] of our revenue less cost of goods sold (excluding depreciation and amortization).

Revenue less cost of goods sold (excluding depreciation and amortization) as a percentage of revenue on prepared food items averaged approximately [removed: 60%] [added: 59%] for the three fiscal years ended April 30, [removed: 2022—substantially] [added: 2023—substantially] higher than the impact of retail sales of fuel, which averaged approximately 12%.

Each Casey’s store typically carries over 3,000 [removed: food] [added: packaged food, beverage] and non-food items.

The selection is a blend of differentiated private label products (which now includes over [removed: 250] [added: 300] items [removed: and] as of April 30, [removed: 2022),] [added: 2023),] as well as favored national and regional brands, many of which can be found in larger format stores.

- non-alcoholic beverages (soft drinks, energy, water, sports drinks, juices, coffee, tea [removed: &] [added: and] dairy)

- packaged foods (snacks, candy, packaged bakery [removed: &] [added: and] other food items)

- tobacco [removed: &] [added: and] nicotine products

- frozen foods (ice, ice cream, meals [removed: &] [added: and] appetizers)

- non-foods (health [removed: &] [added: and] beauty aids, automotive, electronic accessories, housewares and pet supplies)

- services [removed: (lotto/lottery &] [added: (ATM, lotto/lottery and] prepaid cards)

All but [removed: four] [added: seven] stores offer retail motor fuel products for sale on a self-service basis.

Points earned can be redeemed for donations to a local school of the guest's choice, fuel discounts, or Casey's Cash, which can be used on [removed: most products.][added: many products sold in our stores.]

In addition to earning points, guests [added: may] receive other program benefits such as special [removed: offers,] [added: offers and] bonus [removed: points, as well as getting a free large pizza after purchasing 10 large pizzas.][added: points.]

[removed: In early May 2022,] [added: At] the [added: end of the fiscal year, the] Company [added: had] surpassed [removed: 5] [added: 6.4] million members enrolled in the program.

The current larger store design measures approximately [removed: 2,450] [added: 2,550] square feet devoted to sales area, 550 square feet to kitchen space, 400 square feet to storage, and 2 large multi-stall public restrooms.

Each new store typically includes 4 to [removed: 8] [added: 6] islands of fuel dispensers and storage tanks with capacity for [removed: 60,000] [added: 44,000] to 70,000 gallons of fuel.

As of April 30, [removed: 2022,] [added: 2023,] we operated [removed: 551] [added: 526] stores on a 24-hour basis, and another [removed: 1,694] [added: 1,843] have expanded hours.

fiscal quarters (November through April).

During the fiscal year, the Company launched new limited time offers to include our “Ultimate Beer Cheese Breakfast Pizza” as well as our “BBQ Brisket Pizza.” Additional stores selling pizza will come on line as newly acquired stores are remodeled and kitchens are added.

While prices have moderated since the highs seen at the end of the prior fiscal year and the first quarter of fiscal 2023, the higher costs have continued into 2023.

depreciation and amortization) per gallon increased by 11.7%.

In the 2023 fiscal year, Casey’s became “Great Places to Work” certified.

This certification is administered by an independent third party and is based largely on team member survey results.

In addition, during the 2023 fiscal year, we enhanced our offerings to include a military pay differential benefit for team members in the armed forces during periods of military service, introduced a free care management service for those suffering from back and joint pain/injury to expedite improved pain management and/or healing, and increased the contributions to, and number of visits allowed, in our Employee Assistance Program (EAP), which allows our team members and their families additional support for mental health at no cost.

We also increased participation and

utilization of Casey's Team Member Support Fund, which is designed to help team members facing financial hardships due to catastrophic circumstances.

We have four team member resource groups which further enhance the diversity, equity and inclusion culture at Casey's: Women in Leadership, Veterans, Faith and LGBTQ.

In addition, the company has expanded its learning related to unconscious bias and critical conversations through formal training.

In addition, the Company has a formal leadership development program with core curriculum consisting of Development programs for Kitchen Managers, Store Managers, District Managers, a Leadership Excellence Certification, and an Individualized Development Program for all Officers based on their review.

leak; (iv) prevention of leakage through tank closings; and (v) required fuel inventory record keeping.

The Company acquired a dealer network from Buchanan Energy during the 2022 fiscal year.

There were 21 stores newly constructed in fiscal 2022, and we closed 20 stores in fiscal 2022.

We also acquired 207 stores in fiscal 2022; 204 of those stores were opened in fiscal 2022, and 3 will be opened during the 2023 fiscal year.

Finally, we opened 4 stores purchased in the prior year.

Bucks, LLC owns and/or operates certain of the acquired Bucky’s locations in Iowa, Illinois, Missouri and Nebraska, and Buchanan Energy (N), LLC and Buchanan Energy (S), LLC own and/or operate certain of such stores in Illinois.

Of note, during the fiscal year, the Company launched a new lineup of breakfast items, including new bacon and egg croissants, new loaded breakfast burritos, and a breakfast handheld called the “Toastwich.” The rollout of the new breakfast menu was accompanied by the installation of bean-to-cup coffee machines across the bulk of the Company's footprint.

Store hours have continued to shift back to pre-COVID 19 levels, as we temporarily reduced hours at many locations in response to the pandemic.

Regardless, with the

Additionally, during the fiscal year we acquired a fuel wholesale network from Buchanan Energy.

As part of the dealer network, the Company procures and provides fuel on a wholesale basis to 76 locations.

During the 2022 fiscal year, the Company held two large-scale hiring events to support its store footprint, each of which was designed to hire up to 5,000 Team Members.

These events led to a significant addition of talent to our store Team Member base in an ever-challenging and competitive labor environment.

In addition, during the 2022 fiscal year, we enhanced our already competitive benefits offerings to include paid bonding leave, a new college tuition discount program with certain higher-education partners, and launched the Casey's Team Support Fund, which is designed to help team members facing financial hardships due to catastrophic circumstances.

In addition, the Company has a formal leadership development program – our Leadership Excellence Certification – which seeks to provide Team Members across the organization with skills necessary for leading their teams and advancing in their careers at the Company.

To date, the Company has had nearly 200 Team Members certified through this program.

For the Fiscal Year Ended April 30, [removed: 2022][added: 2023]

The aggregate market value of the registrant’s common stock held by non-affiliates as of October 31, [removed: 2021,] [added: 2022,] was approximately [removed: $7.1] [added: $8.7] billion based on the closing sales price [removed: ($191.54] [added: ($232.71] per share) as quoted on the NASDAQ Global Select Market.

| Class | | | | | | Outstanding at June 13, [removed: 2022] [added: 2023] | | |

| Common Stock, no par value per share | | | | | | [removed: 37,188,314] [added: 37,297,918] shares | | |

Certain information called for by Items 10, 11, 12, 13 and 14 of Part III is hereby incorporated by reference from the definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission not later than 120 days after April 30, [removed: 2022.][added: 2023.]

[Table of [removed: Contents](#i676cbf74217a420d8b5517b49bc37877_7)][added: Contents](#if4da3a91510e41378df36a5898e36d11_7)]

| PART I | | | ITEM 1. | | | [removed: [Business](#i676cbf74217a420d8b5517b49bc37877_13)] [added: [Business](#if4da3a91510e41378df36a5898e36d11_13)] | | | [removed: [4](#i676cbf74217a420d8b5517b49bc37877_13)] [added: [4](#if4da3a91510e41378df36a5898e36d11_13)] | | |

| | | | ITEM 1A. | | | [Risk [removed: Factors](#i676cbf74217a420d8b5517b49bc37877_16)] [added: Factors](#if4da3a91510e41378df36a5898e36d11_16)] | | | [removed: [9](#i676cbf74217a420d8b5517b49bc37877_16)] [added: [9](#if4da3a91510e41378df36a5898e36d11_16)] | | |

| | | | ITEM 1B. | | | [Unresolved Staff [removed: Comments](#i676cbf74217a420d8b5517b49bc37877_19)] [added: Comments](#if4da3a91510e41378df36a5898e36d11_19)] | | | [removed: [17](#i676cbf74217a420d8b5517b49bc37877_19)] [added: [17](#if4da3a91510e41378df36a5898e36d11_19)] | | |

| | | | ITEM 2. | | | [removed: [Properties](#i676cbf74217a420d8b5517b49bc37877_22)] [added: [Properties](#if4da3a91510e41378df36a5898e36d11_22)] | | | [removed: [17](#i676cbf74217a420d8b5517b49bc37877_22)] [added: [17](#if4da3a91510e41378df36a5898e36d11_22)] | | |

| | | | ITEM 3. | | | [Legal [removed: Proceedings](#i676cbf74217a420d8b5517b49bc37877_25)] [added: Proceedings](#if4da3a91510e41378df36a5898e36d11_25)] | | | [removed: [17](#i676cbf74217a420d8b5517b49bc37877_25)] [added: [17](#if4da3a91510e41378df36a5898e36d11_25)] | | |

| | | | ITEM 4. | | | [Mine Safety [removed: Disclosures](#i676cbf74217a420d8b5517b49bc37877_28)] [added: Disclosures](#if4da3a91510e41378df36a5898e36d11_28)] | | | [removed: [17](#i676cbf74217a420d8b5517b49bc37877_28)] [added: [17](#if4da3a91510e41378df36a5898e36d11_28)] | | |

| PART II | | | ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i676cbf74217a420d8b5517b49bc37877_34)] [added: Securities](#if4da3a91510e41378df36a5898e36d11_34)] | | | [removed: [18](#i676cbf74217a420d8b5517b49bc37877_34)] [added: [18](#if4da3a91510e41378df36a5898e36d11_34)] | | |

| | | | ITEM 6. | | | [removed: [\[Reserved\]](#i676cbf74217a420d8b5517b49bc37877_37)] [added: [\[Reserved\]](#if4da3a91510e41378df36a5898e36d11_37)] | | | [removed: [19](#i676cbf74217a420d8b5517b49bc37877_37)] [added: [19](#if4da3a91510e41378df36a5898e36d11_37)] | | |

| | | | ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i676cbf74217a420d8b5517b49bc37877_40)] [added: Operations](#if4da3a91510e41378df36a5898e36d11_40)] | | | [removed: [19](#i676cbf74217a420d8b5517b49bc37877_40)] [added: [19](#if4da3a91510e41378df36a5898e36d11_40)] | | |

| | | | ITEM 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i676cbf74217a420d8b5517b49bc37877_43)] [added: Risk](#if4da3a91510e41378df36a5898e36d11_43)] | | | [removed: [28](#i676cbf74217a420d8b5517b49bc37877_43)] [added: [29](#if4da3a91510e41378df36a5898e36d11_43)] | | |

| | | | ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#i676cbf74217a420d8b5517b49bc37877_46)] [added: Data](#if4da3a91510e41378df36a5898e36d11_46)] | | | [removed: [30](#i676cbf74217a420d8b5517b49bc37877_46)] [added: [30](#if4da3a91510e41378df36a5898e36d11_46)] | | |

| | | | ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i676cbf74217a420d8b5517b49bc37877_112)] [added: Disclosure](#if4da3a91510e41378df36a5898e36d11_106)] | | | [removed: [55](#i676cbf74217a420d8b5517b49bc37877_112)] [added: [53](#if4da3a91510e41378df36a5898e36d11_106)] | | |

| | | | ITEM 9A. | | | [Controls and [removed: Procedures](#i676cbf74217a420d8b5517b49bc37877_115)] [added: Procedures](#if4da3a91510e41378df36a5898e36d11_109)] | | | [removed: [55](#i676cbf74217a420d8b5517b49bc37877_115)] [added: [53](#if4da3a91510e41378df36a5898e36d11_109)] | | |

| | | | ITEM 9B. | | | [Other [removed: Information](#i676cbf74217a420d8b5517b49bc37877_118)] [added: Information](#if4da3a91510e41378df36a5898e36d11_112)] | | | [removed: [56](#i676cbf74217a420d8b5517b49bc37877_118)] [added: [54](#if4da3a91510e41378df36a5898e36d11_112)] | | |

| PART III | | | ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i676cbf74217a420d8b5517b49bc37877_124)] [added: Governance](#if4da3a91510e41378df36a5898e36d11_118)] | | | [removed: [57](#i676cbf74217a420d8b5517b49bc37877_124)] [added: [55](#if4da3a91510e41378df36a5898e36d11_118)] | | |

| | | | ITEM 11. | | | [Executive [removed: Compensation](#i676cbf74217a420d8b5517b49bc37877_127)] [added: Compensation](#if4da3a91510e41378df36a5898e36d11_121)] | | | [removed: [57](#i676cbf74217a420d8b5517b49bc37877_127)] [added: [55](#if4da3a91510e41378df36a5898e36d11_121)] | | |

| | | | ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i676cbf74217a420d8b5517b49bc37877_130)] [added: Matters](#if4da3a91510e41378df36a5898e36d11_124)] | | | [removed: [57](#i676cbf74217a420d8b5517b49bc37877_130)] [added: [55](#if4da3a91510e41378df36a5898e36d11_124)] | | |

| | | | ITEM 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i676cbf74217a420d8b5517b49bc37877_133)] [added: Independence](#if4da3a91510e41378df36a5898e36d11_127)] | | | [removed: [57](#i676cbf74217a420d8b5517b49bc37877_133)] [added: [55](#if4da3a91510e41378df36a5898e36d11_127)] | | |

| | | | ITEM 14. | | | [Principal Accountant Fees and [removed: Services](#i676cbf74217a420d8b5517b49bc37877_136)] [added: Services](#if4da3a91510e41378df36a5898e36d11_130)] | | | [removed: [57](#i676cbf74217a420d8b5517b49bc37877_136)] [added: [55](#if4da3a91510e41378df36a5898e36d11_130)] | | |

| PART IV | | | ITEM 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i676cbf74217a420d8b5517b49bc37877_142)] [added: Schedules](#if4da3a91510e41378df36a5898e36d11_136)] | | | [removed: [58](#i676cbf74217a420d8b5517b49bc37877_142)] [added: [56](#if4da3a91510e41378df36a5898e36d11_136)] | | |

| | | | ITEM 16. | | | [Form 10-K [removed: Summary](#i676cbf74217a420d8b5517b49bc37877_145)] [added: Summary](#if4da3a91510e41378df36a5898e36d11_139)] | | | [removed: [60](#i676cbf74217a420d8b5517b49bc37877_145)] [added: [58](#if4da3a91510e41378df36a5898e36d11_139)] | | |

| | | | | | | [Signatures](#if4da3a91510e41378df36a5898e36d11_142) | | | [59](#if4da3a91510e41378df36a5898e36d11_142) | | |

[Table of Contents](#if4da3a91510e41378df36a5898e36d11_7)

| | | | | | | | | | | | | | | | | | |

| | | | | | | [Signatures](#i676cbf74217a420d8b5517b49bc37877_148) | | | [61](#i676cbf74217a420d8b5517b49bc37877_148) | | |

Located on an approximately 57-acre site in Ankeny, Iowa, the Store Support Center includes office [removed: space,] [added: space and] our first distribution [removed: center, and our fleet services maintenance] center.

On April 30, [removed: 2022,] [added: 2023,] we leased a combination of land and/or building at [removed: 114] [added: 121] locations.

All three distribution centers have a fleet services maintenance center.

[Table of [removed: Contents](#i676cbf74217a420d8b5517b49bc37877_7)][added: Contents](#if4da3a91510e41378df36a5898e36d11_7)]

The [removed: 37,111,667] [added: 37,263,248] shares of common stock outstanding at April 30, [removed: 2022] [added: 2023] had a market value of approximately [removed: $7.5] [added: $8.5] billion.

On that date, there were [removed: 1,679] [added: 1,620] shareholders of record.

| Calendar [removed: 2020] [added: 2021] | | | High | | | | | | Low | | | | | | Calendar [removed: 2021] [added: 2022] | | | | | | High | | | | | | Low | | | | | | Calendar [removed: 2022] [added: 2023] | | | | | | High | | | | | | Low | | |

| Q1 | | | $ | [removed: 181.99] [added: 221.29] | | | | | $ | [removed: 114.01] [added: 175.02] | | | | | Q1 | | | | | | $ | [removed: 221.29] [added: 202.50] | | | | | $ | [removed: 175.02] [added: 170.82] | | | | | Q1 | | | | | | $ | [removed: 202.50] [added: 236.45] | | | | | $ | [removed: 170.82] [added: 202.13] | |

The dividends declared in fiscal [removed: 2021] [added: 2023] totaled [removed: $1.32] [added: $1.52] per share.

At its June meeting, the Board of Directors declared a quarterly dividend of [removed: $0.38] [added: $0.43] per share payable August 15, [removed: 2022,] [added: 2023,] to shareholders of record on August 1, [removed: 2022.][added: 2023.]

The cash dividends declared during the calendar years [removed: 2020] [added: 2021] through [removed: 2022] [added: 2023] were as follows:

| Calendar [removed: 2020] [added: 2021] | | | Cash dividend declared | | | | | | Calendar [removed: 2021] [added: 2022] | | | | | | Cash dividend declared | | | | | | Calendar [removed: 2022] [added: 2023] | | | | | | Cash dividend declared | | |

| Q1 | | | $ | [removed: 0.320] [added: 0.340] | | | | | Q1 | | | | | | $ | [removed: 0.340] [added: 0.350] | | | | | Q1 | | | | | | $ | [removed: 0.350] [added: 0.380] | |

| Q2 | | | [removed: 0.320] [added: 0.340] | | | | | | Q2 | | | | | | [removed: 0.340] [added: 0.380] | | | | | | Q2 | | | | | | [removed: 0.380] [added: 0.430] | | |

The following table sets forth information with respect to the Company's repurchases of common stock during the quarter ended April 30, [removed: 2022:][added: 2023:]

| March 1-31, [removed: 2022] [added: 2023] | | | — | | | | | | — | | | | | | — | | | | | | 400,000,000 | | |

| April 1-30, [removed: 2022] [added: 2023] | | | — | | | | | | — | | | | | | — | | | | | | 400,000,000 | | |

(1) [removed: On] [added: On, and effective as of,] March [removed: 7, 2018,] [added: 3, 2022,] the [removed: Company announced] [added: Board authorized] a share repurchase program, whereby the Company was authorized to repurchase [removed: up to an aggregate of $300 million of the Company’s] [added: its] outstanding common stock [removed: (the "Prior Repurchase][added: from time-to-time, for an aggregate amount of up to $400]

[Table of [removed: Contents](#i676cbf74217a420d8b5517b49bc37877_7)][added: Contents](#if4da3a91510e41378df36a5898e36d11_7)]

The [removed: Updated] Repurchase Program has no set expiration date.

The timing and number of repurchase transactions under the [removed: Updated] Repurchase Program depends on a variety of factors including, but not limited to, market conditions, corporate considerations, business opportunities, debt agreements, and regulatory requirements.

The [removed: Updated] Repurchase Program can be suspended or discontinued at any time.

| Q2 | | | 229.18 | | | | | | 192.33 | | | | | | Q2 | | | | | | 216.40 | | | | | | 181.40 | | | | | | | | | | | | | | | | | | | | |

| Q3 | | | 208.19 | | | | | | 185.96 | | | | | | Q3 | | | | | | 223.90 | | | | | | 183.23 | | | | | | | | | | | | | | | | | | | | |

| Q4 | | | 203.72 | | | | | | 181.25 | | | | | | Q4 | | | | | | 249.90 | | | | | | 197.61 | | | | | | | | | | | | | | | | | | | | |

| Q3 | | | 0.350 | | | | | | Q3 | | | | | | 0.380 | | | | | | | | | | | | | | |

| Q4 | | | 0.350 | | | | | | Q4 | | | | | | 0.380 | | | | | | | | | | | | | | |

| | | | $ | 1.380 | | | | | | | | | | | $ | 1.490 | | | | | | | | | | | | | |

| February 1-28, 2023 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 400,000,000 | |

million, exclusive of fees, commissions or other expenses (the "Repurchase Program").

| Q2 | | | $ | 174.40 | | | | | $ | 117.25 | | | | | Q2 | | | | | | $ | 229.18 | | | | | $ | 192.33 | | | | | | | | | | | | | | | | | | | |

| Q3 | | | $ | 183.45 | | | | | $ | 145.48 | | | | | Q3 | | | | | | $ | 208.19 | | | | | $ | 185.96 | | | | | | | | | | | | | | | | | | | |

| Q4 | | | $ | 196.58 | | | | | $ | 165.38 | | | | | Q4 | | | | | | $ | 203.72 | | | | | $ | 181.25 | | | | | | | | | | | | | | | | | | | |

| Q3 | | | 0.320 | | | | | | Q3 | | | | | | 0.350 | | | | | | | | | | | | | | |

| Q4 | | | 0.340 | | | | | | Q4 | | | | | | 0.350 | | | | | | | | | | | | | | |

| | | | 1.300 | | | | | | | | | | | | 1.380 | | | | | | | | | | | | | | |

| February 1-28, 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 300,000,000 | |

Program").

No repurchases were made under the Prior Repurchase Program and it was set to expire on April 30, 2022.

On, and effective as of, March 3, 2022, the Board authorized an extension and expansion of the Prior Repurchase Program by $100 million, for a total amount of up to $400 million, exclusive of fees, commissions or other expenses, under which the Company may repurchase its outstanding common stock from time-to-time (the "Updated Repurchase Program").

On April 30, [removed: 2022,] [added: 2023,] there were a total of [removed: 2,452] [added: 2,521] stores in operation.

All convenience stores carry a broad selection of food [removed: (including] [added: items (including, but not limited to,] freshly prepared foods such as [added: regular and breakfast] pizza, [removed: donuts] [added: donuts, hot breakfast items,] and [added: hot and cold] sandwiches), beverages, tobacco and nicotine products, health and beauty aids, automotive [removed: products] [added: products,] and other [removed: non-food] [added: nonfood] items.

As of April 30, [removed: 2022, 212] [added: 2023, 217] store locations offered car washes.

During the [added: prior] fiscal year, the Company introduced certain stores branded or rebranded as "GoodStop (by Casey’s)".

As of April 30, [removed: 2022, 46] [added: 2023, 43] stores operate under the "GoodStop" brand.

The Company is also temporarily operating certain locations acquired from Buchanan Energy during the [added: prior] fiscal year under the [removed: name, "Bucky's."] [added: name "Bucky's" and certain locations acquired from Minit Mart LLC during the current fiscal year under the name "Minit Mart."] The Company is in the process of transitioning all "Bucky's" [added: and "Minit Mart"] locations to either the "Casey's" or "GoodStop" brand.

These locations typically have similar offerings to the [removed: “Casey’s”] [added: "Casey’s" or "GoodStop"] branded stores.

[removed: As of April 30, 2022, there were] [added: The Company has] 76 dealer [removed: locations] [added: locations,] where Casey’s manages fuel wholesale supply agreements to these stores.

These locations are not operated by [removed: Casey's.][added: Casey's and are not included in our overall store count in the paragraph below.]

Approximately [removed: 2%] [added: 1%] of total revenue for the year-ended April 30, [removed: 2022] [added: 2023] relates to this dealer [removed: network.][added: network]

Approximately [removed: 51%] [added: 50%] of all Casey’s were opened in areas with populations of fewer than 5,000 people, while approximately [removed: 25%] [added: 26%] of all stores were opened in communities with populations of more than 20,000 persons.

At April 30, [removed: 2022,] [added: 2023,] the Company leased the combination of land and/or building at [removed: 114] [added: 121] locations.

The following table represents the roll forward of store growth throughout fiscal [removed: 2022:][added: 2023:]

[Table of [removed: Contents](#i676cbf74217a420d8b5517b49bc37877_7)][added: Contents](#if4da3a91510e41378df36a5898e36d11_7)]

| New store construction | | | [removed: 21] [added: 34] | | |

| Acquisitions | | | [removed: 207] [added: 47] | | |

| Acquisitions not opened | | | [removed: (3)] [added: (4)] | | |

| Prior acquisitions opened | | | [removed: 4] [added: 2] | | |

| Closed | | | [removed: (20)] [added: (10)] | | |

Acquisitions in the table above include, in part, [removed: 89] [added: 26] stores which were acquired from [removed: Buchanan Energy] [added: Minit Mart LLC] in [removed: May, 2021.][added: April 2023.]

The Company announced [removed: an updated, long-term] [added: a three-year] strategic plan in January 2020 focused on four strategic objectives: reinvent hospitality and the guest experience; be where the guest is by accelerating unit growth; create capacity through best-in-class efficiencies; and, invest in our people and culture.

The Company's plan [removed: is] [added: was] based on building on our proud heritage and distinct advantages to become more contemporary through new capabilities, technology, data, and processes.

The Company [removed: made significant progress towards] [added: closed out] its strategic plan [removed: goals during] [added: at] the [removed: 2022] [added: end of the] fiscal year.

[removed: Finally, the initial] [added: The] onset of COVID-19 [removed: in early 2020] caused a significant decrease in store traffic across our entire footprint.

While store traffic has markedly increased as the economy [removed: has] reopened over the past two or so years, the Company has not seen a full return to store traffic levels experienced prior to the pandemic.

The Company believes this is largely contributed to [added: by] the increased prevalence and acceptance across all industries of working from home, a trend which the Company expects to continue into the foreseeable future.

[added: While the ongoing impacts of COVID-19, in particular those related to governmental actions in response thereto,] and [removed: uncertainty] [added: those mentioned immediately above, will continue] to [added: bring challenges to] our operating environment, we believe that our resilient business model and the strength of our brand and balance sheet position us well to navigate the [removed: pandemic and its] impacts.

Since [removed: the beginning of the COVID-19 pandemic,] [added: early calendar 2020,] the price of crude oil, and in turn the wholesale cost of fuel, has been [removed: volatile.][added: volatile compared to historical averages.]

More recently, during the end of the Company’s 2022 fiscal year, [removed: and continuing thereafter,] oil and fuel prices [removed: have seen] [added: saw] a quick and dramatic increase, in part, as a result of the conflict in Ukraine, as well as other macroeconomic conditions, which also directly impacts the retail price of fuel that we sell at our stores.

In addition, [removed: since the beginning of] [added: during] the [removed: COVID-19 pandemic,] [added: past three calendar years,] the Company, and the [added: retail] fuel industry as a whole, has experienced historically high average revenue less cost of goods sold per gallon (excluding depreciation and [removed: amortization and credit card fees).][added: amortization).]

Although this has remained relatively consistent since that [removed: time] [added: time,] on a longer-term basis, this metric can fluctuate significantly, and sometimes unpredictably, in the short-term.

While the Company believes that its average revenue less cost of goods sold per gallon (excluding depreciation and [removed: amortization and credit card fees)] [added: amortization)] will remain elevated from [removed: pre-COVID-19 pandemic] [added: historical] levels for the foreseeable future, it is possible that increased oil and fuel prices, rising interest rates, macroeconomic conditions and/or continuing conflicts or disruptions involving oil producing countries may materially impact the performance of this metric.

Casey's [removed: is in the early stages] [added: continues its process] of developing a [removed: more] robust electric vehicle ("EV") strategy and our management team remains committed to understanding if and how the [removed: increase] [added: increased] demand for, and usage of, EVs impacts consumer behavior across our store footprint and beyond.

The Company has installed [removed: 114] [added: 138] charging stations at [removed: 25] [added: 29] stores, across [removed: 8] [added: 10] states.

Our [removed: current implementation] [added: installation] strategy is [added: currently] designed to selectively [removed: install] [added: increase our] charging stations [removed: in] [added: at] locations within our [removed: footprint] [added: region] where we see higher levels of consumer EV [removed: usage.][added: buying trends and demand for EV charging.]

As EV demand from our guests increases, we are prepared to [added: strategically] integrate charging station options at [removed: our nearby] [added: select] stores.

The Company also remains committed to offering renewable fuel options at our [removed: stores.][added: stores and continues to expand its alternative fuel options in response to evolving guest needs and as part of its environmental stewardship efforts.]

[removed: Currently, 100%] [added: almost all] of our stores offer fuel with at least 10% of blended ethanol and [removed: 44%] [added: 43%] of our stores offer biodiesel.

Every new store has the capability to sell higher blended ethanol, and we aim to continue growing sales of renewable fuels throughout our [removed: footprint.][added: footprint]

Fiscal [removed: 2022] [added: 2023] Compared with Fiscal [removed: 2021][added: 2022]

As of April 30, 2023, 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", "Bucky's" or "Minit Mart", referred to as "Casey's" or the "Company") throughout 16 states, primarily in Iowa, Missouri, and Illinois.

In addition, all but seven store locations offer fuel for sale on a self-service basis.

| Stores at April 30, 2023 | | | 2,521 | | |

Some of the key highlights from this past fiscal year include:

- Grew our store count through new store construction and a number of strategic acquisitions

- Diluted EPS of $11.91, up 30.8% over the prior year

- Private label penetration in the grocery and general merchandise category was over 9% on both units and gross profit for the year

- Casey's Rewards members grew to 6.4 million at year-end

Generally, oil and fuel prices have decreased from levels seen throughout the past two years, but they remain elevated compared to historical levels.

The Company expects these comparatively higher prices to remain into the 2024 fiscal year.

As consumer demand for alternative fuel options continues to grow, Casey’s has continued to add EV charging stations across our 16-state footprint.

Currently,

[Table of Contents](#if4da3a91510e41378df36a5898e36d11_7)

Total revenue for fiscal 2023 increased 16.5% ($2,141,881) to $15,094,475.

Total revenue was impacted favorably by operating 69 more stores than a year ago, elevated retail fuel prices, and strategic retail price adjustments.

Grocery and general merchandise revenue for the fiscal year was $3,445,777, an increase of 9.7% due to strong sales of packaged beverages, snacks, and candy.

Prepared food and dispensed beverage revenue increased 9.8% to $1,322,560 due to increased sales of pizza slices, whole pies, and donuts.

Operating expenses increased 8.1% ($158,469) in fiscal 2023.

A one-time payment of $15,297 was received from the resolution of a legal matter, which reduced operating expenses by approximately 1%.

Approximately 3% of the increase is due to operating 69 more stores than a year ago.

Approximately 2% of the increase was related to same-store operations.

One percent of the increase was related to same-store credit card fees driven by higher retail fuel prices, retail price adjustments and strong inside sales.

Approximately 1% of the change is related to an increase in variable incentive compensation due to strong financial performance.

Same-store employee expense was flat as the increase in employee wage rate was offset by a 2% reduction in same-store labor hours.

Interest, net decreased 9.1% ($5,157) to $51,815 in fiscal 2023 from $56,972 in fiscal 2022.

The decrease was primarily attributable to an increase in interest income due to the increase in cash and cash equivalents and interest rates.

The increase in the effective tax rate was driven by a decrease in excess tax benefits recognized on share-based awards and a decrease in favorable permanent differences.

The increase was primarily attributable to higher profitability both inside the store and in fuel.

This increase was partially offset by higher operating expenses, depreciation and amortization, and income tax expense.

See discussion in the paragraphs above for the primary drivers for each of these increases.

[Table of Contents](#if4da3a91510e41378df36a5898e36d11_7)

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

[Table of Contents](#if4da3a91510e41378df36a5898e36d11_7)

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

(2)The increase in grocery and general merchandise same-store sales was primarily due to strong sales of packaged beverages, snacks and candy.

The increase in prepared food and dispensed beverage same-store sales was attributable to improved sales in pizza slices, whole pies, and donuts.

Both categories were also impacted favorably by strategic retail price adjustments.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| EBITDA | | | $ | 952,464 | | | | | $ | 801,241 | |

The Company primarily operates convenience stores under the names "Casey's" and “Casey’s General Store” throughout 16 states, primarily in Iowa, Illinois, and Missouri.

We derive our revenue from the retail sale of fuel and the products offered in our stores.

The Company also operates two stores selling primarily tobacco and nicotine products, one liquor-only store, and one grocery store.

The Company acquired a dealer network from Buchanan Energy during the 2022 fiscal year.

| Stores at April 30, 2021 | | | 2,243 | | |

The table excludes three sites that were included in the transaction, but were divested by the Company shortly after closing as part of a consent order with the Federal Trade Commission.

Additionally, it includes 48 stores from the Circle K transaction that closed in June and 40 stores from the Pilot transaction that closed in December.

Examples include:

- Grew our store count through a number of strategic acquisitions, including 89 stores from Buchanan Energy, 48 stores from Circle K, and 40 stores from Pilot, resulting in the largest unit growth year in the Company's history

- Rolled out a successful breakfast menu relaunch with innovative new items and bean-to-cup coffee

- Expanded our private label products by over 100 items and continued to expand the program's market share, exiting the fourth quarter at 5% sales penetration of the grocery and general merchandise category

- Introduced a fuel wholesale network through the acquisition of Buchanan Energy, which is made up of 76 locations as of April 30, 2022

- Stood up new fuel technology to optimize fuel procurement efforts

- Continued to expand our digital offerings and have increased our Casey's Rewards enrollment to approximately 5 million members, an increase of 1.3 million during the fiscal year

- Improved the efficiency of our distribution network with the new distribution center in Joplin, Missouri, which opened in the prior fiscal year

Throughout fiscal year 2022, the Company continued to adapt to the challenges caused or contributed to by COVID-19 and its new and unpredictable variants.

In general, reported COVID-19 cases across our footprint were down, although we did see a slight uptick at the end of the fiscal year.

Overall, this has led to fewer staffing challenges due to illness, temporary store closures and special cleaning costs.

On the other hand, the ongoing challenges included, but were not limited to, a stressed labor market, as it became increasingly challenging to find, hire and retain store Team Members.

In response, the Company held two large-scale hiring events during the year, each of which led to the onboarding of a significant number of Team Members to support our stores.

In addition, the Company saw increasing wage pressure, as wages across the convenience store, restaurant and retail industries in general continued to rise, which directly contributes to increased operating expenses.

The Company expects to see these labor challenges continue throughout the 2023 fiscal year.

COVID-19 also continues to pressure our supply chain, and the supply chains of our suppliers.

While the Company has been successful in hiring and retaining drivers, some supplier networks have been challenged by a lack of drivers, which in some cases has led to delays in deliveries to our distribution centers and stores.

Other supply chain challenges have included the unavailability of certain products from our suppliers, which has led to these products being out of stock or not available at all.

The Company also expects these issues to continue throughout the 2023 fiscal year.

While COVID-19 will continue to bring challenges

Although the Company has not seen a material reduction in demand to-date, as the retail price of fuel increases to over four dollars, and in some instances, five dollars per gallon, it is possible that the Company may begin to see demand decline for fuel or other discretionary items it sells inside its stores.

At the end of the 2022 fiscal year, the Biden administration announced plans for an emergency waiver to allow the sale of gasoline blended with 15% ethanol during the summer period and as a result, we expect to see an increase in the sales volumes of ethanol blended fuels compared to what we would generally expect during this period.

Total revenue for fiscal 2022 increased 48.8% ($4,245,405) to $12,952,594.

Additionally, the Company saw a $534,106 increase to $4,345,627 (14.0%) in grocery and general merchandise and prepared food and dispensed beverage revenue, due to operating 209 more stores than one year ago, price increases responding to the rising cost of inputs, and improved sales in pizza slices, breakfast sandwiches, packaged beverages, and salty snacks.

Operating expenses increased 19.8% ($324,282) in fiscal 2022 primarily due to operating 209 more stores than one year ago inclusive of $15.0 million of one-time deal and integration costs, as well as a 7.5% increase in same-store labor rates, and a 23% increase in same-store credit card fees driven by higher fuel pricing.

The decrease in the effective tax rate was driven by a one-time benefit from adjusting the Company’s deferred tax assets and liabilities for state law changes enacted during the year, offset by a one-time expense to update the state deferred tax rate following the Buchanan Energy transaction.

(1)Note that we have changed the names of the "grocery and other merchandise" category to "grocery and general merchandise" and the "prepared food and fountain" category to "prepared food and dispensed beverage" to better reflect the composition of the category.

There have been no changes to the makeup of the categories, and they remain directly comparable to prior periods.

(2)The increase in fuel gallons in fiscal 2022 as compared to fiscal 2021 was primarily due to increased demand as store traffic improved throughout the duration of the COVID-19 pandemic.

(3)The increase in same-store sales for prepared food and dispensed beverage and grocery and general merchandise for 2022 as compared to 2021 was primarily due to increased demand as store traffic improved throughout the duration of the COVID-19 pandemic, price increases relating to inflationary pressures, as well as improved sales in pizza slices, breakfast items related to the breakfast menu relaunch, packaged beverages, and salty snacks.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| EBITDA | | | $ | 165,839 | | | | | $ | 134,684 | | | | | $ | 801,241 | | | | | $ | 719,244 | |

We have audited the accompanying consolidated balance sheets of Casey's General Stores, Inc. and subsidiaries (the Company) as of April 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, [removed: 2022,] [added: 2023,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended April 30, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of April 30, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated June [removed: 24, 2022] [added: 23, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

*Critical Audit [removed: Matters*][added: Matter*]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: 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 [added: a] critical audit [removed: matters] [added: 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 [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As discussed in Notes 1 and 10 to the consolidated financial statements, at April 30, [removed: 2022,] [added: 2023,] the Company was primarily self-insured for workers’ compensation claims.

As discussed in Notes 1 and 10 to the consolidated financial statements, the Company reported a self-insurance claim liability of [removed: $53,752] [added: $61,168] thousand, which included the self-insurance claim liability for workers’ compensation.

We have audited Casey's General Stores, Inc. and subsidiaries' (the Company) internal control over financial reporting as of April 30, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 30, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, [removed: 2022,] [added: 2023,] and the related notes (collectively, the consolidated financial statements), and our report dated June [removed: 24, 2022] [added: 23, 2023] expressed an unqualified opinion on those consolidated financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may [removed: deteriorate.][added: deteriorate]

| | | | [removed: 2022] [added: 2023] | | | | | | [added: 2022 | | | | | |] 2021 | | |

| Cash and cash equivalents [removed: |] [added: at beginning of year] | | [removed: $] | 158,878 | | | | | [removed: $] | 336,545 | | [added: | | | | 78,275 | | |]

| Receivables | | | [removed: 108,028] [added: 120,547] | | | | | | [removed: 79,698] [added: 108,028] | | |

| Inventories | | | [removed: 396,199] [added: 376,085] | | | | | | [removed: 286,598] [added: 396,199] | | |

| Prepaid expenses | | | [removed: 17,859] [added: 22,107] | | | | | | [removed: 11,214] [added: 17,859] | | |

| Income taxes receivable | | | [removed: 44,071] [added: 23,347] | | | | | | [removed: 9,578] [added: 44,071] | | |

| Total current assets | | | [removed: 725,035] [added: 920,955] | | | | | | [removed: 723,633] [added: 725,035] | | |

| Land | | | [removed: 1,097,985] [added: 1,151,812] | | | | | | [removed: 938,199] [added: 1,097,985] | | |

| Buildings and leasehold improvements | | | [removed: 2,445,509] [added: 2,629,795] | | | | | | [removed: 2,162,261] [added: 2,445,509] | | |

| Machinery and equipment | | | [removed: 2,695,366] [added: 2,783,802] | | | | | | [removed: 2,478,404] [added: 2,695,366] | | |

| Finance lease right-of-use assets | | | [removed: 75,060] [added: 99,764] | | | | | | [removed: 22,413] [added: 75,060] | | |

| Construction in process | | | [removed: 92,331] [added: 169,796] | | | | | | [removed: 98,587] [added: 92,331] | | |

| Less accumulated depreciation and amortization | | | [removed: 2,425,709] [added: 2,620,149] | | | | | | [removed: 2,206,405] [added: 2,425,709] | | |

| Net property and equipment | | | [removed: 3,980,542] [added: 4,214,820] | | | | | | [removed: 3,493,459] [added: 3,980,542] | | |

| Other assets, net of amortization | | | [removed: 187,219] [added: 192,153] | | | | | | [removed: 82,147] [added: 187,219] | | |

| Goodwill | | | [removed: 612,934] [added: 615,342] | | | | | | [removed: 161,075] [added: 612,934] | | |

| Total assets | | | $ | [removed: 5,505,730] [added: 5,943,270] | | | | | $ | [removed: 4,460,314] [added: 5,505,730] | |

| Current maturities of long-term debt and finance lease obligations | | | $ | [removed: 24,466] [added: 52,861] | | | | | $ | [removed: 2,354] [added: 24,466] | |

| Accounts payable | | | [removed: 588,783] [added: 560,546] | | | | | | [removed: 355,471] [added: 588,783] | | |

| Wages and related taxes | | | [removed: 87,022] [added: 78,791] | | | | | | [removed: 69,226] [added: 87,022] | | |

| Property taxes | | | [removed: 47,556] [added: 51,109] | | | | | | [removed: 39,399] [added: 47,556] | | |

| Insurance accruals | | | [removed: 25,795] [added: 28,856] | | | | | | [removed: 24,287] [added: 25,795] | | |

| Other | | | [removed: 131,056] [added: 154,962] | | | | | | [removed: 122,012] [added: 131,056] | | |

| Total current liabilities | | | [removed: 904,678] [added: 927,125] | | | | | | [removed: 612,749] [added: 904,678] | | |

| Long-term debt and finance lease obligations, net of current maturities | | | [removed: 1,663,403] [added: 1,620,513] | | | | | | [removed: 1,361,395] [added: 1,663,403] | | |

| Deferred income taxes | | | [removed: 520,472] [added: 543,598] | | | | | | [removed: 439,721] [added: 520,472] | | |

| Insurance accruals, net of current portion | | | [removed: 27,957] [added: 32,312] | | | | | | [removed: 26,239] [added: 27,957] | | |

| Total liabilities | | | [removed: 3,264,892] [added: 3,282,604] | | | | | | [removed: 2,527,635] [added: 3,264,892] | | |

June 23, 2023

[Table of Contents](#if4da3a91510e41378df36a5898e36d11_7)

June 23, 2023

[Table of Contents](#if4da3a91510e41378df36a5898e36d11_7)

| | | | 2023 | | | | | | 2022 | | |

| | | | 6,834,969 | | | | | | 6,406,251 | | |

| Other long-term liabilities | | | 159,056 | | | | | | 148,382 | | |

[Table of Contents](#if4da3a91510e41378df36a5898e36d11_7)

[Table of Contents](#if4da3a91510e41378df36a5898e36d11_7)

| Net income | | | — | | | | | | — | | | | | | 446,691 | | | | | | 446,691 | | |

| Balance at April 30, 2023 | | | 37,263,248 | | | | | | $ | 110,037 | | | | | $ | 2,550,629 | | | | | $ | 2,660,666 | |

[Table of Contents](#if4da3a91510e41378df36a5898e36d11_7)

| Net income | | | $ | 446,691 | | | | | $ | 339,790 | | | | | $ | 312,900 | |

| Depreciation and amortization | | | 313,131 | | | | | | 303,541 | | | | | | 265,195 | | |

[Table of Contents](#if4da3a91510e41378df36a5898e36d11_7)

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

| | | | 2023 | | | | | | 2022 | | |

| | | | 2023 | | | | | | 2022 | | |

| Total inventories | | | $ | 376,085 | | | | | $ | 396,199 | |

Renewable identification numbers (“RINs”) are assigned to gallons of renewable fuels produced and are used to track compliance with the renewable fuel standard.

At times, we purchase fuel components (ethanol, gasoline, biodiesel or diesel) and blend those components into a finished product in a fuel truck.

This process enables the Company to take title to the RIN assigned to each gallon of ethanol or biodiesel produced.

[Table of Contents](#if4da3a91510e41378df36a5898e36d11_7)

The Company has recognized amortization of $12,302 in fiscal 2023, $9,449 in fiscal 2022 and $8,553 in fiscal 2021 within operating expenses on the consolidated statements of income.

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

[Table of Contents](#if4da3a91510e41378df36a5898e36d11_7)

Forfeitures are recognized as they occur.

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

[Table of Contents](#if4da3a91510e41378df36a5898e36d11_7)

In September 2022, the FASB issued ASU 2022-04, *Liabilities—Supplier Finance Programs (Subtopic 405-50).* The standard included guidance related to supplier finance programs and requires the buyer in a supplier finance program to disclose qualitative and quantitative information about the program.

In December 2022, the FASB issued ASU 2022-06, *Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848*.

The standard extends the period of time preparers can utilize the reference rate reform relief guidance in Topic 848, and became effective immediately.

During the year, we entered into a new credit agreement which, in part, removed the LIBO Rate from applicable debt agreements.

See Note 3 for additional information related to the new credit agreement (see “New Credit Agreement” section).

Current Period Acquisitions

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

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

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

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

[Table of Contents](#if4da3a91510e41378df36a5898e36d11_7)

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

*Evaluation of the value allocated to land in certain business combinations*

As discussed in Note 2 to the consolidated financial statements, the Company acquired Buchanan Energy and several stores from Pilot Corporation during the year ended April 30, 2022.

These acquisitions met the criteria to be recorded as business combinations.

The significant assets acquired include buildings, equipment, and land.

The Company primarily values buildings and equipment using the cost method and land using comparable land sales.

The Company assigned $306,818 thousand and $67,365 thousand to property and equipment in the Buchanan Energy and Pilot acquisitions, which includes the value allocated to land.

We identified the evaluation of the fair value of land acquired in the Buchanan Energy and Pilot business combinations as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate the relevance of comparable land sales that were used to determine the fair value of the acquired land.

This matter required the assistance of valuation professionals with specialized skills and knowledge.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s land value estimation process in business combinations.

This included controls related to the identification and selection of the publicly available comparable land sales.

For a sample of land acquired we involved valuation professionals with specialized skills and knowledge, who assisted in developing independent ranges of fair value estimates using publicly available land sales and comparing them to the Company’s fair value estimates.

June 24, 2022

The Company acquired Buchanan Energy, Circle K Stores Inc., and Pilot Corporation during fiscal year 2022, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2022, Buchanan Energy, Circle K Stores Inc., and Pilot Corporation’s internal control over financial reporting associated with assets of 18% and revenues of 9% of the total assets and total revenues included in the consolidated financial statements of the Company as of and for the year ended April 30, 2022.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Buchanan Energy, Circle K Stores Inc., and Pilot Corporation.

| | | | 6,406,251 | | | | | | 5,699,864 | | |

| Deferred compensation | | | 12,746 | | | | | | 15,094 | | |

| Other long-term liabilities | | | 135,636 | | | | | | 72,437 | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at April 30, 2019 | | | 36,664,521 | | | | | | $ | 15,600 | | | | | $ | 1,393,169 | | | | | $ | 1,408,769 | |

| Net income | | | — | | | | | | — | | | | | | 263,846 | | | | | | 263,846 | | |

| Proceeds from exercise of stock options | | | 133 | | | | | | 1,784 | | | | | | 2,958 | | |

| Noncash additions from adoption of ASC 842 | | | — | | | | | | — | | | | | | 22,635 | | |

| Total inventory | | | $ | 396,199 | | | | | $ | 286,598 | |

The Company assesses impairment at least annually at year-end using a qualitative approach.

The goodwill acquired during the year was primarily related to the acquisition of Buchanan Energy, 48 stores from Circle K, and 40 stores from Pilot (see Note 2 for additional discussion).

| | | | | | |

The market-based awards are achieved based on our relative performance to a pre-determined peer group.

In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, *Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes*.

The standard includes changes that eliminate certain exceptions related to the approach for intraperiod tax allocation and the methodology for calculating income taxes in an interim period.

It also simplifies aspects of the accounting for franchise taxes, certain transactions that result in a step-up in the tax basis of goodwill, and enacted changes in tax laws or rates.

In March 2020, the FASB issued ASU 2020-04, *Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting.* The standard included optional guidance for a limited period of time to help ease the burden in accounting for the effects of reference rate reform.

The new standard is effective for all entities through December 31, 2022.

During the year ended April 30, 2022, the Company acquired 207 stores.

Of the 207 stores acquired, 204 were re-opened as a Casey's store during the 2022 fiscal year, and the remaining 3 will be opened during the 2023 fiscal year.

We accounted for the Buchanan Energy, Circle K, and Pilot acquisitions as business combinations - see additional discussion below.

The Company recognized approximately $146,894 of revenue related to the acquired Circle K locations in the consolidated statements of income for the year ended April 30, 2022.

The amount of net income related to the acquired Circle K locations was not material for the year ended April 30, 2022.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures were effective as of April 30, [removed: 2022.][added: 2023.]

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of April 30, [removed: 2022.][added: 2023.]

On the basis of the prescribed criteria, management concluded that the Company's internal control over financial reporting was effective as of April 30, [removed: 2022.][added: 2023.]

[removed: [Table of Contents](#i676cbf74217a420d8b5517b49bc37877_7)][added: [Table](#if4da3a91510e41378df36a5898e36d11_7) [of](#if4da3a91510e41378df36a5898e36d11_7) [Contents](#if4da3a91510e41378df36a5898e36d11_7)]

[added: Further, the design of a control] system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

The Company acquired Buchanan Energy, owner of Bucky’s Convenience Stores on May 13, 2021, 48 stores from Circle K throughout the month of June 2021, and 40 stores from Pilot on December 16, 2021.

As a result, the total assets and liabilities, and the results of its operations and cash flows of each of these acquired stores are reported in the Company's consolidated financial statements as of and for the year ended April 30, 2022.

Acquired assets and total revenues of these acquisitions constitute approximately 18% and 9% of total assets and total revenues as of and for the year ended April 30, 2022, respectively.

We excluded controls related to these stores over financial reporting from the scope of management’s annual assessment of the effectiveness of the Company's controls and procedures as of April 30, 2022.

Further, the design of a control

[removed: [Table of Contents](#i676cbf74217a420d8b5517b49bc37877_7)][added: [Table](#if4da3a91510e41378df36a5898e36d11_7) [of](#if4da3a91510e41378df36a5898e36d11_7) [Contents](#if4da3a91510e41378df36a5898e36d11_7)]

Those portions of the Company’s definitive Proxy Statement appearing under the captions “Election of Directors,” “Governance of the Company,” "Information about our Executive Officers", “Executive Compensation”, and "The Board of Directors and Its Committees", as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2022,] [added: 2023,] and used in connection with the Company’s [removed: 2022] [added: 2023] Annual Meeting of Shareholders are hereby incorporated by reference.

In the event of [removed: an amendment] [added: any amendments to,] or [removed: waiver to] [added: waivers of,] the Financial Code of Ethics or the Code of Business Conduct and Ethics, any required disclosure will be posted to our website.

That portion of the Company’s definitive Proxy Statement appearing under the caption "Compensation Discussion and Analysis", "The Board of Directors and Its Committees”, “Compensation Committee Report", “Compensation Committee Interlocks and Insider Participation in Compensation Decisions”, “Executive Compensation,” “CEO Pay Ratio”, "Potential Payments Upon Termination or Change of Control", "Director Compensation", and "Certain Relationships and Related Party Transactions", as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2022,] [added: 2023,] and used in connection with the Company’s [removed: 2022] [added: 2023] Annual Meeting of Shareholders is hereby incorporated by reference.

Those portions of the Company’s definitive Proxy Statement appearing under the captions “Beneficial Ownership of Shares of Common Stock by Directors and Executive Officers”, "Principal Shareholders" and "Equity Compensation Plan Information", as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2022,] [added: 2023,] and used in connection with the Company’s [removed: 2022] [added: 2023] Annual Meeting of Shareholders are hereby incorporated by reference.

That portion of the Company’s definitive Proxy Statement appearing under the captions “Certain Relationships and Related Transactions”, “Governance of the Company” and "The Board of Directors and its Committees", as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2022,] [added: 2023,] and used in connection with the Company’s [removed: 2022] [added: 2023] Annual Meeting of Shareholders is hereby incorporated by reference.

That portion of the Company’s definitive Proxy Statement appearing under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” as filed with the Commission within 120 days after April 30, [removed: 2022,] [added: 2023,] and used in connection with the Company’s [removed: 2022] [added: 2023] Annual Meeting of Shareholders is hereby incorporated by reference.

[removed: [Table of Contents](#i676cbf74217a420d8b5517b49bc37877_7)][added: [Table](#if4da3a91510e41378df36a5898e36d11_7) [of](#if4da3a91510e41378df36a5898e36d11_7) [Contents](#if4da3a91510e41378df36a5898e36d11_7)]

[removed: Report] [added: Reports] of Independent Registered Public Accounting Firm (PCAOB ID 185)

Consolidated Balance Sheets, April 30, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Income, Three Years Ended April 30, [removed: 2022][added: 2023]

Consolidated Statements of Shareholders’ Equity, Three Years Ended April 30, [removed: 2022][added: 2023]

Consolidated Statements of Cash Flows, Three Years Ended April 30, [removed: 2022][added: 2023]

| [removed: 3.2(a)] [added: 3.2] | | | [removed: [Sixth-Amended] [added: [Seventh Amended] and Restated Bylaws (incorporated by reference to Exhibit [removed: 3.2(a)] [added: 3.1] to Form 8-K filed [removed: December] [added: March] 7, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000127/sixth-amendedandrestat.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/726958/000072695823000018/bylawsclean.htm)] | | |

[removed: [Table of Contents](#i676cbf74217a420d8b5517b49bc37877_7)][added: [Table](#if4da3a91510e41378df36a5898e36d11_7) [of](#if4da3a91510e41378df36a5898e36d11_7) [Contents](#if4da3a91510e41378df36a5898e36d11_7)]

| 4.9 | | | [Description of Securities Registered Under Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/726958/000072695822000065/casy-ex49_2022430xq4.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/casy-ex49_2023430xq4.htm)] | | |

| [removed: 10.7*] [added: 10.8*] | | | [Form of Change of Control Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K as filed December 19, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000132/formcic.htm) | | |

| [removed: 10.10*] [added: 10.9*] | | | [Executive Nonqualified Excess Plan Document and related Adoption Agreement dated September 25, 2015](https://www.sec.gov/Archives/edgar/data/726958/000072695820000085/exhibit107excessplaned.htm) [(incorporated by reference to Exhibit 10.7 to Form 10-K as filed June 26, 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000085/exhibit107excessplaned.htm) | | |

| [removed: 10.12*] [added: 10.10*] | | | [Employment Agreement, dated May 31, 2019, between the Company and Darren M. Rebelez (with the Change of Control Agreement attached as an exhibit thereto) (incorporated by reference to Exhibit 10.1 to Form 8-K as filed June 6, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000095015719000700/ex10-1.htm) | | |

| [removed: 10.13*] [added: 10.12*] | | | [Employment Agreement, dated May 12, 2020, between the Company and Stephen P. Bramlage, Jr. (with the Change of Control Agreement attached as an exhibit thereto) (incorporated by reference to Exhibit 10.1 to Form 8-K as filed May 13, 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000030/employmentagreementsb.htm) | | |

| [removed: 10.14*] [added: 10.13*] | | | [Employment Agreement, dated May 8, 2020, between the Company and Ena Williams Koschel (with the Change of Control Agreement attached as an exhibit thereto) (incorporated by reference to Exhibit 10.1 to Form 8-K as filed May 13, 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000031/employmentagreementew.htm) | | |

| [removed: 10.16*] [added: 10.11*] | | | [removed: [Retirement Agreement] [added: [Amended] and [removed: General Release of Claims] [added: Restated Employment Agreement,] dated [removed: November 8, 2021,] [added: July 25, 2022,] between the Company and [removed: Julia L. Jackowski] [added: Darren M. Rebelez] (incorporated by reference to Exhibit 10.1 to Form [removed: 10-Q] [added: 8-K] as filed [removed: December 7, 2021)](https://www.sec.gov/Archives/edgar/data/726958/000072695821000136/caseys-separationagreement.htm)] [added: July 29, 2022)](https://www.sec.gov/Archives/edgar/data/726958/000114036122027452/brhc10040130_ex10-1.htm)] | | |

| [removed: 10.17*] [added: 10.14*] | | | [Casey's General Stores, Inc. 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.43 to Form 8-K as filed September 10, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000133/a2018stockincentiveplanfin.htm) | | |

| [removed: 10.18*] [added: 10.15*] | | | [Form of Restricted Stock Units Agreement for Non-Employee Directors under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Form 8-K as filed September 10, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000133/rsuagreementnon-employeedi.htm) | | |

| [removed: 10.19*] [added: 10.16*] | | | [Form of Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary under 2018 Stock Incentive Plan (FY20 Awards) (incorporated by reference to Exhibit 10.45 to Form 10-Q as filed September 9, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000111/lti-formofaward.htm) | | |

| [removed: 10.20*] [added: 10.17*] | | | [Form of Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary under 2018 Stock Incentive Plan [removed: (FY21 and FY22 Awards)] [added: (FY21](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021officerltipformof.htm)[\-](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021officerltipformof.htm)[FY2](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021officerltipformof.htm)[4](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021officerltipformof.htm) [Awards)] (incorporated by reference to Exhibit 10.32 to Form 10-Q as filed September 8, 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021officerltipformof.htm) | | |

| [removed: 10.21*] [added: 10.19*] | | | [Form of Restricted Stock Units Agreement (Non-Officer Employees) under 2018 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021non-officerltipfo.htm) [(incorporated] [added: Plan (incorporated] by reference to Exhibit 10.33 to Form 10-Q as filed September 8, 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021non-officerltipfo.htm) | | |

| [removed: 10.22*] [added: 10.20*] | | | [Restricted Stock Units Agreement (Make-Whole Award to Darren M. Rebelez) and Award Summary under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.46 to Form 10-Q as filed September 9, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000111/make-wholersuawardagre.htm) | | |

| [removed: 10.23*] [added: 10.21*] | | | [Performance-Based Restricted Stock Units Agreement (Special Strategic Grant to Darren M. Rebelez) and Award Summary under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K as filed December 26, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000135/caseys-rsuawardagreeme.htm) | | |

| [removed: 10.24*] [added: 10.22*] | | | [Restricted Stock Units Agreement (Make-Whole Award to Thomas P. Brennan) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.53 to Form 10-Q as filed March 9, 2020)](http://www.sec.gov/Archives/edgar/data/726958/000072695820000017/brennanedgar.htm) | | |

| [removed: 10.25*] [added: 10.23*] | | | [Restricted Stock Units Agreement (Make-Whole Award to Chad Frazell) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.54 to Form 10-Q as filed March 9, 2020)](http://www.sec.gov/Archives/edgar/data/726958/000072695820000017/frazelledgar.htm) | | |

| [removed: 10.26*] [added: 10.24*] | | | [Restricted Stock Units Agreement (Sign-On Award to Stephen P. Bramlage, Jr.) and Award Summary under 2018 Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/0000726958/000072695820000118/sign-onawardbramlageed.htm) (incorporated by reference to Exhibit 10.27 to Form 10-Q as filed September 8, 2020) | | |

| [removed: 10.27*] [added: 10.25*] | | | [Restricted Stock Units Agreement (Make-Whole Award to Ena Williams Koschel) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.29 to Form 10-Q as filed September 8, 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/make-wholewilliamsedgar.htm) | | |

| [removed: 10.28*] [added: 10.26*] | | | [removed: [Restricted Stock] [added: [Restricted](https://www.sec.gov/Archives/edgar/data/726958/000072695822000021/make-wholelindseyedgar.htm) [Stock] Units Agreement (Make-Whole Award to [removed: Adrian M. Butler)] [added: Katrina S. Lindsey)] under 2018 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.30] [added: 10.2] to Form [removed: 10-Q] [added: 8-K] as filed [removed: September] [added: March] 8, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/make-wholebutleredgar.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/726958/000072695822000021/make-wholelindseyedgar.htm)] | | |

| [removed: 10.30*] [added: 10.27*] | | | [Casey's General Stores, Inc. Officer Severance Plan (incorporated by reference to Exhibit 10.1 to Form 8-K as filed September 9, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000108/officerseverance.htm) | | |

| 21 | | | [Subsidiaries of Casey’s General Stores, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/726958/000072695822000065/casy-ex21_2022430xq4.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/casy-ex21_2023430xq4.htm)] | | |

| 23.1 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/726958/000072695822000065/casy-ex231_2022430xq4.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/casy-ex231_2023430xq4.htm)] | | |

| 31.1 | | | [Certificate of Darren M. Rebelez under Section 302 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695822000065/casy-ex311_2022430xq4.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/casy-ex311_2023430xq4.htm)] | | |

| 31.2 | | | [Certificate of Stephen P. Bramlage Jr. under Section 302 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695822000065/casy-ex312_2022430xq4.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/casy-ex312_2023430xq4.htm)] | | |

| 32.1 | | | [Certificate of Darren M. Rebelez under Section 906 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695822000065/casy-ex321_2022430xq4.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/casy-ex321_2023430xq4.htm)] | | |

| 32.2 | | | [Certificate of Stephen P. Bramlage Jr. under Section 906 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695822000065/casy-ex322_2022430xq4.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/casy-ex322_2023430xq4.htm)] | | |

| 10.7 | | | [Credit Agreement, dated as of April 21, 2023, by and among Casey’s General Stores, Inc. Wells Fargo Bank, National Association, as administrative agent, and the lenders and issuing banks from time to time party thereto (incorporated by reference to Exhibit 10.1 to Form 8-K as filed April 26, 2023)](https://www.sec.gov/Archives/edgar/data/726958/000114036123020574/brhc20051937_ex10-1.htm) | | |

| 10.18* | | | [Form of Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary under 2018 Stock Incentive Plan (FY24 for Darren M. Rebelez)](https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/a2024officerltipformofawar.htm) | | |

[Table](#if4da3a91510e41378df36a5898e36d11_7) [of](#if4da3a91510e41378df36a5898e36d11_7) [Contents](#if4da3a91510e41378df36a5898e36d11_7)

| | | | | | |

| 2.1 | | | [Equity Purchase Agreement by and among Buck’s, Inc., Chicago SPE (N), Inc., Buchanan Energy (N), LLC, Buchanan Energy (S), LLC, Buck’s Inc. of Collinsville, and C.T. Jewell Company, Inc., and Buck’s Intermediate Holdings, LLC; Buck’s Holdco, Inc., Steven Buchanan and certain other shareholders and members; and Casey’s General Stores, Inc., dated November 8, 2020](https://www.sec.gov/Archives/edgar/data/726958/000114036120025504/brhc10016826_ex2-1.htm) [(incorporated by reference to Exhibit 2.1 to Form 8-K as filed November 13, 2020)](https://www.sec.gov/Archives/edgar/data/726958/000114036120025504/brhc10016826_ex2-1.htm) | | |

| 2.2 | | | [Amendment to Equity Purchase Agreement, dated April 21, 2021](https://www.sec.gov/Archives/edgar/data/726958/000114036121014991/brhc10023782_ex2-1.htm) [(incorporated by reference to Exhibit 2.1 to Form 8-K as filed April 29, 2021)](https://www.sec.gov/Archives/edgar/data/726958/000114036121014991/brhc10023782_ex2-1.htm) | | |

| 2.3 | | | [Asset Purchase Agreement by and among Casey’s Marketing Company and Circle K Stores Inc., dated March 17, 2021](https://www.sec.gov/Archives/edgar/data/726958/000114036121009407/brhc10022054_ex2-1.htm) [(incorporated by reference to Exhibit 2.1 to Form 8-K as filed March 22, 2021)](https://www.sec.gov/Archives/edgar/data/726958/000114036121009407/brhc10022054_ex2-1.htm) | | |

| 2.4 | | | [Asset Purchase Agreement by and among CGS Stores, LLC and Pilot Corporation, dated September 27, 2021 (incorporated by reference to Exhibit 2.1 to Form 8-K as filed September 28, 2021)](https://www.sec.gov/Archives/edgar/data/726958/000114036121032680/ny20000839x1_ex2-1.htm) | | |

| 10.8* | | | [Non-Qualified Supplemental Executive Retirement Plan and Amendment thereto (incorporated by reference to Exhibit 10.30 to Form 10-K as filed June 29, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1030-nonxqualifieds.htm) | | |

| 10.9* | | | [Non-Qualified Supplemental Executive Retirement Plan Trust Agreement with UMB Bank, n.a. (incorporated by reference to Exhibit 10.31 to Form 8-K as filed November 10, 1997)](http://www.sec.gov/Archives/edgar/data/726958/0000726958-97-000012.txt) | | |

| 10.11* | | | [Employment Agreement with Robert J. Myers and Amendment and Second Amendment thereto (incorporated by reference to Exhibit 10.39 to Form 10-K as filed June 29, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1039-myersemploymen.htm) | | |

| 10.15* | | | [Separation and General Release Agreement, dated May 17, 2021, between the Company and Chris Jones](https://www.sec.gov/Archives/edgar/data/726958/000072695821000123/caseys-separationagreement.htm) (incorporated by reference to Exhibit 10.5 to Form 10-Q as filed September 7, 2021) | | |

| 10.29* | | | [Restricted Stock Units Agreement (Make-Whole Award to Katrina S. Lindsey) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K as filed March 8, 2021)](https://www.sec.gov/Archives/edgar/data/726958/000072695822000021/make-wholelindseyedgar.htm) | | |

[removed: [Table of Contents](#i676cbf74217a420d8b5517b49bc37877_7)][added: [Table](#if4da3a91510e41378df36a5898e36d11_7) [of](#if4da3a91510e41378df36a5898e36d11_7) [Contents](#if4da3a91510e41378df36a5898e36d11_7)]

| Date: June [removed: 24, 2022] [added: 23, 2023] | | | By | | | /s/ Darren M. Rebelez | | |

| Date: June [removed: 24, 2022] [added: 23, 2023] | | | By | | | /s/ Stephen P. Bramlage Jr. | | |

| Date: June [removed: 24, 2022] [added: 23, 2023] | | | By | | | /s/ H. Lynn Horak | | |

| | | | Chief Executive Officer, [removed: Director] [added: Board Chair and] | | | | | |

| Date: June [removed: 24, 2022] [added: 23, 2023] | | | By | | | /s/ Cara K. Heiden | | |

| Date: June [removed: 24, 2022] [added: 23, 2023] | | | By | | | /s/ Diane C. Bridgewater | | |

| Date: June [removed: 24, 2022] [added: 23, 2023] | | | By | | | /s/ Donald E. Frieson | | |

| Date: June [removed: 24, 2022] [added: 23, 2023] | | | By | | | /s/ David K. Lenhardt | | |

| Date: June [removed: 24, 2022] [added: 23, 2023] | | | By | | | /s/ Allison M. Wing | | |

| Date: June [removed: 24, 2022] [added: 23, 2023] | | | By | | | /s/ Larree M. Renda | | |

| Date: June [removed: 24, 2022] [added: 23, 2023] | | | By | | | /s/ Judy A. Schmeling | | |

| Date: June [removed: 24, 2022] [added: 23, 2023] | | | By | | | /s/ Gregory A. Trojan | | |

| Date: June 23, 2023 | | | By | | | /s/ Darren M. Rebelez | | |

| Date: June 23, 2023 | | | By | | | /s/ Stephen P. Bramlage Jr. | | |

[Table](#if4da3a91510e41378df36a5898e36d11_7) [of](#if4da3a91510e41378df36a5898e36d11_7) [Contents](#if4da3a91510e41378df36a5898e36d11_7)

| | | | Director | | | | | |

| | | | Director | | | | | |

| | | | | | | | | |

| Date: June 23, 2023 | | | By | | | /s/ Michael Spanos | | |

| | | | Michael Spanos | | | | | |

| | | | Director | | | | | |

| | | | | | | | | |

| Date: June 23, 2023 | | | By | | | /s/ Sri Donthi | | |

| | | | Sri Donthi | | | | | |

| | | | Director | | | | | |

| | | | Chair and Director | | | | | |