STOCK TITAN

Casey’s (CASY) HR chief logs stock awards, RSU exercises and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Casey’s General Stores’ Chief HR Officer Chad Michael Frazell reported several equity compensation changes on June 15, 2026. He received a grant or award of 7,736 shares of Common Stock, including shares earned from performance-based restricted stock units under the 2024 long-term incentive program. On the same date, he exercised restricted stock units totaling 298, 245, and 344 units, each converting into an equal number of Common shares. To cover tax obligations, 3,600 Common shares were disposed of through a tax-withholding transaction at a share price of $872.39, the closing price on June 15, 2026. Following these transactions, he directly owned 16,436 Common shares, held 507 restricted stock units that each represent one future share of Common Stock, and had 401 Common shares allocated indirectly through a 401k plan.

Positive

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Insider FRAZELL CHAD MICHAEL
Role Chief HR Officer
Type Security Shares Price Value
Exercise Restricted stock units 344 $0.00 --
Exercise Restricted stock units 245 $0.00 --
Exercise Restricted stock units 298 $0.00 --
Exercise Common Stock 344 $0.00 --
Exercise Common Stock 245 $0.00 --
Exercise Common Stock 298 $0.00 --
Grant/Award Common Stock 7,736 $0.00 --
Tax Withholding Common Stock 3,600 $872.39 $3.14M
holding Restricted stock units -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted stock units — 0 shares (Direct, null); Common Stock — 8,157 shares (Direct, null); Common Stock — 401 shares (Indirect, Voting and tender rights under 401k plan)
Footnotes (1)
  1. Represents the number of shares of Common Stock earned upon the vesting of performance-based restricted stock units under Casey's 2024 fiscal year long-term incentive compensation program. Closing price of Casey's General Stores, Inc. Common Stock on June 15, 2026. Allocated to 401k plan account as of April 30, 2026. Does not include any shares allocated by the plan trustee after that date. Each restricted stock unit represents the right to receive, following vesting, one share of Common Stock. Pursuant to terms and conditions of 2018 Stock Incentive Plan. This award vested on June 15, 2026. Not included in the reported award amount is a target amount of performance-based restricted stock units that vested on June 15, 2026, but which are subject to the satisfaction of certain performance criteria other than solely the price of Casey's Common Stock; the final amount of shares earned is reflected above. Pursuant to the terms and conditions of the 2018 Stock Incentive Plan. The remainder of this award will vest on June 15, 2027. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest on June 15, 2027, but which are subject to the satisfaction of certain performance criteria other than solely the price of Casey's Common Stock; the final amount of shares earned, if any, will be reported upon vest and satisfaction of those performance measures. Pursuant to the terms and conditions of the 2018 Stock Incentive Plan. The remainder of this award will vest in equal installments on June 15, 2027, and June 15, 2028. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest on June 15, 2028, but which are subject to the satisfaction of certain performance criteria other than solely the price of Casey's Common Stock; the final amount of shares earned, if any, will be reported upon vest and satisfaction of those performance measures. Pursuant to terms and conditions of the 2025 Stock Incentive Plan. This award will vest in equal installments on June 15, 2027, June 15, 2028, and June 15, 2029. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest on June 15, 2029, but which are subject to the satisfaction of certain performance criteria other than solely the price of Casey's Common Stock; the final amount of shares earned, if any, will be reported upon vest and satisfaction of those performance measures.
Tax-withheld shares 3,600 shares Common Stock disposed to cover tax liability at $872.39 per share on June 15, 2026
Equity award 7,736 shares Common Stock granted or awarded on June 15, 2026
RSU exercises 298, 245, 344 units Restricted stock units converted into equal Common shares on June 15, 2026
Direct holdings after 16,436 shares Common Stock directly owned following transactions on June 15, 2026
Remaining RSUs 507 units Restricted stock units outstanding, each for one Common share
401k plan shares 401 shares Common Stock allocated indirectly through 401k plan as of April 30, 2026
Closing share price $872.39 Closing price of Common Stock on June 15, 2026 used for tax withholding
performance-based restricted stock units financial
"earned upon the vesting of performance-based restricted stock units under Casey's 2024 fiscal year long-term incentive compensation program"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
2018 Stock Incentive Plan financial
"Pursuant to terms and conditions of 2018 Stock Incentive Plan. This award vested on June 15, 2026."
2025 Stock Incentive Plan financial
"Pursuant to terms and conditions of the 2025 Stock Incentive Plan. This award will vest in equal installments on June 15, 2027, June 15, 2028, and June 15, 2029."
long-term incentive compensation program financial
"under Casey's 2024 fiscal year long-term incentive compensation program"
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
401k plan financial
"Allocated to 401k plan account as of April 30, 2026."
A 401(k) plan is an employer-sponsored retirement savings account that lets workers set aside part of their paycheck into investments, often with tax breaks and sometimes with matching contributions from the employer. Think of it as a workplace piggy bank that grows through employee contributions, optional company top-ups, and market returns; it matters to investors because it shapes household retirement security, drives large flows of money into public markets, and affects a company’s compensation costs and ability to attract and keep talent.
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
FRAZELL CHAD MICHAEL

(Last)(First)(Middle)
ONE SE CONVENIENCE BOULEVARD

(Street)
ANKENY IOWA 50021

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CASEYS GENERAL STORES INC [ CASY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief HR Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/15/2026M344A$08,157D
Common Stock06/15/2026M245A$08,402D
Common Stock06/15/2026M298A$08,700D
Common Stock06/15/2026A7,736(1)A$016,436D
Common Stock06/15/2026F3,600D$872.39(2)12,836D
Common Stock401(3)IVoting and tender rights under 401k plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted stock units(4)06/15/2026M344 (5) (5)Common Stock344$00D
Restricted stock units(4)06/15/2026M245 (6) (6)Common Stock245$0245D
Restricted stock units(4)06/15/2026M298 (7) (7)Common Stock298$0596D
Restricted stock units(4) (8) (8)Common Stock507507D
Explanation of Responses:
1. Represents the number of shares of Common Stock earned upon the vesting of performance-based restricted stock units under Casey's 2024 fiscal year long-term incentive compensation program.
2. Closing price of Casey's General Stores, Inc. Common Stock on June 15, 2026.
3. Allocated to 401k plan account as of April 30, 2026. Does not include any shares allocated by the plan trustee after that date.
4. Each restricted stock unit represents the right to receive, following vesting, one share of Common Stock.
5. Pursuant to terms and conditions of 2018 Stock Incentive Plan. This award vested on June 15, 2026. Not included in the reported award amount is a target amount of performance-based restricted stock units that vested on June 15, 2026, but which are subject to the satisfaction of certain performance criteria other than solely the price of Casey's Common Stock; the final amount of shares earned is reflected above.
6. Pursuant to the terms and conditions of the 2018 Stock Incentive Plan. The remainder of this award will vest on June 15, 2027. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest on June 15, 2027, but which are subject to the satisfaction of certain performance criteria other than solely the price of Casey's Common Stock; the final amount of shares earned, if any, will be reported upon vest and satisfaction of those performance measures.
7. Pursuant to the terms and conditions of the 2018 Stock Incentive Plan. The remainder of this award will vest in equal installments on June 15, 2027, and June 15, 2028. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest on June 15, 2028, but which are subject to the satisfaction of certain performance criteria other than solely the price of Casey's Common Stock; the final amount of shares earned, if any, will be reported upon vest and satisfaction of those performance measures.
8. Pursuant to terms and conditions of the 2025 Stock Incentive Plan. This award will vest in equal installments on June 15, 2027, June 15, 2028, and June 15, 2029. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest on June 15, 2029, but which are subject to the satisfaction of certain performance criteria other than solely the price of Casey's Common Stock; the final amount of shares earned, if any, will be reported upon vest and satisfaction of those performance measures.
Remarks:
Ex. 24-Power of Attorney
Erika Bertrand, under Power of Attorney dated October 9, 202506/15/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Casey’s (CASY) Chief HR Officer report in this Form 4?

The Chief HR Officer reported new equity awards, exercises of restricted stock units, and tax-withholding in shares. These updates reflect routine long-term incentive compensation activity rather than open-market buying or selling of Casey’s General Stores stock.

How many Casey’s (CASY) shares did the executive receive as an award?

He received a grant or award of 7,736 shares of Common Stock. This amount includes shares earned from performance-based restricted stock units under Casey’s 2024 fiscal year long-term incentive compensation program and stock incentive plan terms.

Were any Casey’s (CASY) shares sold on the open market in this filing?

No open-market sales were reported. The only disposition was 3,600 Common shares withheld to pay tax liabilities, using a tax-withholding mechanism rather than a discretionary sale, at the June 15, 2026 closing share price of $872.39.

How many Casey’s (CASY) shares does the executive hold after these transactions?

After these transactions, he directly holds 16,436 shares of Common Stock. In addition, 401 shares are allocated indirectly through a 401k plan, and 507 restricted stock units remain outstanding, each representing the right to receive one Common share upon vesting.

What restricted stock unit activity did Casey’s (CASY) Chief HR Officer report?

He reported multiple restricted stock unit exercises converting 298, 245, and 344 units into the same number of Common shares. Footnotes state these awards relate to long-term incentive plans, with some performance-based units vesting as criteria were satisfied on June 15, 2026.

What stock incentive plans are referenced in this Casey’s (CASY) Form 4?

The transactions reference Casey’s 2018 Stock Incentive Plan and 2025 Stock Incentive Plan. Footnotes explain that awards under these plans vest over several years, often in installments, and include performance-based restricted stock units tied to non-price performance criteria for future vesting.