Casey's Insider Sale: 3,487 Shares Disposed; RSUs Vest Through 2028

Rhea-AI Filing Summary

Casey's General Stores insider Chad Michael Frazell, Chief HR Officer, reported a sale of 3,487 shares of Common Stock on 09/29/2025 executed in multiple trades at a weighted average price of $555.40. After the sale the filing shows 7,993 shares owned directly and 362 shares indirectly via a 401(k) account as of April 30, 2025. The report also discloses restricted stock units that convert to common shares on vesting: 344, 490, and 894 units, subject to various vesting schedules and potential additional performance-based awards under the 2018 Stock Incentive Plan.

Positive

• Retention of material direct holding: 7,993 shares remain directly owned after the sale
• Ongoing equity alignment: Time‑based restricted stock units (344, 490, 894) vesting through 2028
• 401(k) participation: 362 shares allocated to the reporting person's 401(k) as of April 30, 2025

Negative

• Insider sale disclosed: Disposal of 3,487 shares on 09/29/2025 may be viewed negatively by some investors
• Performance awards uncertain: Target performance-based RSUs are not yet earned and amounts are undetermined

Insights

Financial Analyst

TL;DR: Officer sold a modest position; significant remaining direct holdings and time‑based equity grants remain.

The transaction is a routine insider sale of 3,487 shares at a weighted average price of $555.40, leaving 7,993 directly owned shares and existing deferred and unvested compensation in the form of restricted stock units. The 401(k) allocation of 362 shares is noted as of April 30, 2025. No option exercises, open-market purchases, or other unusual derivative transactions are reported. This filing alone is informational and does not indicate material corporate events or changes to capital structure.

Corporate Governance Expert

TL;DR: Insider sale disclosed with standard reporting detail; equity incentives remain aligned via multi-year vesting and performance components.

The sale was properly disclosed with price range and weighted average; the filer affirms availability of full trade details upon request. The disclosed restricted stock units vest across 2026–2028 and include performance-based tranches not yet determinable, reflecting ongoing alignment of executive compensation with future performance. There are no indicia of immediate governance concerns in this single filing.

Insider Trade Summary

Net Seller: 3,487 shares ($1,936,680)

Net Sell 5 txns

Insider FRAZELL CHAD MICHAEL

Role Chief HR Officer

Sold 3,487 shs ($1.94M)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,487	$555.40	$1.94M
holding	Restricted stock units	--	--	--
holding	Restricted stock units	--	--	--
holding	Restricted stock units	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 7,993 shares (Direct); Restricted stock units — 344 shares (Direct); Common Stock — 362 shares (Indirect, Voting and tender rights under 401k plan)

Footnotes (1)

1. This transaction was executed in multiple trades at prices ranging from $ 555.24 to $555.74. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. Allocated to 401k plan account as of April 30, 2025. 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. The remainder of this award will vest on June 15, 2026. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest 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, 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, 2026 and 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. This award will vest in equal installments on June 15, 2026, 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.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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).

1. Name and Address of Reporting Person^*

FRAZELL CHAD MICHAEL

(Last) (First) (Middle)

ONE SE CONVENIENCE BOULEVARD

(Street)

ANKENY IA 50021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CASEYS GENERAL STORES INC [ CASY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/29/2025		S		3,487	D	$555.4(1)	7,993	D
Common Stock								362(2)	I	Voting 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted stock units	(3)							(4)	(4)	Common Stock	344		344	D
Restricted stock units	(3)							(5)	(5)	Common Stock	490		490	D
Restricted stock units	(3)							(6)	(6)	Common Stock	894		894	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $ 555.24 to $555.74. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

2. Allocated to 401k plan account as of April 30, 2025. Does not include any shares allocated by the plan trustee after that date.

3. Each restricted stock unit represents the right to receive, following vesting, one share of Common Stock.

4. Pursuant to terms and conditions of 2018 Stock Incentive Plan. The remainder of this award will vest on June 15, 2026. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest 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, if any, will be reported upon vest and satisfaction of those performance measures.

5. 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, 2026 and 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.

6. Pursuant to the terms and conditions of the 2018 Stock Incentive Plan. This award will vest in equal installments on June 15, 2026, 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.

Remarks:

	Scott Faber, under Power of Attorney dated January 2, 2020	09/30/2025
	** Signature of Reporting Person	Date
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.
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FAQ

What did CASEY insider Chad Michael Frazell report on Form 4 (CASY)?

The filing reports a sale of 3,487 shares on 09/29/2025 at a weighted average price of $555.40, plus disclosure of direct and indirect holdings and restricted stock units.

How many Casey's shares does the reporting person still own after the transaction?

The report shows 7,993 shares beneficially owned directly following the reported sale and 362 shares indirectly via a 401(k).

Are there any unvested equity awards disclosed in the Form 4 for CASY?

Yes. The filing discloses restricted stock units of 344, 490, and 894 shares with vesting through 2026–2028 and additional performance-based RSUs contingent on future metrics.

At what price were the shares sold in the reported transaction?

The shares were sold in multiple trades at prices ranging from $555.24 to $555.74; the weighted average price reported is $555.40.

Does the Form 4 indicate any changes to company capital structure or new derivative positions?

No. The filing shows a non-derivative sale and existing restricted stock units; it does not report option exercises, issuances, or other changes to capital structure.