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NASDAQ: CASY CASEYS GENERAL STORES INC 8-K

Casey's expands buyback to $1B, raises dividend 14%, posts 31% EPS growth in FY2026

Filed June 9, 2026 · Period ending June 3, 2026 · ~1 min read

5 key changes 4 high relevance 4 sections

Key Changes

  • high

    Board expanded share repurchase authorization from $400M to $1B effective June 4, 2026, with no expiration date. Company has full $1B remaining under the updated authorization.

    Item 8.01 — Other Events verify on EDGAR →
  • high

    Board increased quarterly dividend 14% to $0.65/share, marking 27th consecutive annual increase. Payable August 14, 2026 to shareholders of record August 1, 2026.

    Exhibit 99.1 view on EDGAR →
  • high

    FY2026 diluted EPS reached $19.16, up 30.9% year-over-year, with net income of $714.4M and EBITDA of nearly $1.5B. Q4 EPS was $4.37, up 66.2%.

    Exhibit 99.1 view on EDGAR →
  • high

    FY2027 guidance projects EBITDA growth of 8-10%, inside same-store sales growth of 2-5% with margin above 42%, and at least 120 new store openings through M&A and construction.

    Exhibit 99.1 view on EDGAR →
  • medium

    Board amended bylaws to allow shareholders holding 25%+ voting power to call special meetings, subject to procedural requirements, effective June 4, 2026.

    Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →

Summary

Casey's General Stores delivered a strong fiscal 2026 performance and responded with aggressive capital return measures. The company posted full-year diluted EPS of $19.16, up 31% year-over-year, driven by robust inside same-store sales growth of 4.2% and a 21% increase in fuel gross profit.

The Board immediately expanded the share repurchase authorization by $600 million to a total of $1 billion and raised the quarterly dividend 14% to $0.65 per share, the 27th consecutive annual increase. These actions signal management's confidence in the business and commitment to shareholder returns.

For fiscal 2027, Casey's projects continued momentum with EBITDA growth of 8-10% and plans to open at least 120 stores. The company expects inside same-store sales to grow 2-5% with margins above 42%, while operating expenses are projected to increase 5-7%. The bylaw amendment allowing shareholders with 25%+ voting power to call special meetings enhances governance flexibility. With S&P 500 inclusion achieved during the year and $1 billion in buyback capacity, Casey's is positioned to sustain its growth trajectory while returning substantial capital to shareholders.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~100 words

Item 8.01 — Other Events filed; see Key Changes for terms.

1 Added
Added Share repurchase authorization expansion high

Added in current filing · verify on EDGAR →

on and as effective as of June 4, 2026, the Board approved an expansion of the Company's existing $400 million share repurchase authorization to a total aggregate amount of up to $1 billion

The Board increased the company's share repurchase authorization by $600 million, bringing the total authorization to $1 billion. The authorization has no expiration date and may be suspended, amended, or discontinued at any time. Repurchases may occur in the open market, through private transactions, or otherwise, with timing and volume dependent on market conditions, corporate considerations, business opportunities, debt agreements, and regulatory requirements.

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~100 words

Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.

1 Added
Added Bylaw amendment - special meeting threshold medium

Added in current filing · verify on EDGAR →

The amendments provide that a special meeting of shareholders may be called upon the written request of shareholders as of the applicable record date who hold, in the aggregate, at least 25% of the voting power of the outstanding shares of the Company and who comply with the procedures set forth in the Bylaws.

The company amended its bylaws to permit shareholders holding at least 25% of voting power to call special meetings, subject to procedural requirements. This governance change gives large shareholders a formal mechanism to convene meetings outside the regular annual cycle, potentially to address urgent matters or propose actions the board has not initiated.

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~1,000 words

Casey's disclosed FY2026 bonus payouts at 161% of target, FY2027 equity awards, annual incentive plan details, and executive base salary increases.

5 Added
Added FY2026 annual incentive payouts medium

Added in current filing · verify on EDGAR →

Based on the Company's performance in its 2026 fiscal year, the payouts equal 161% of “target” for each NEO (which “target” is represented by a percentage of their 2026 fiscal year base salary), resulting in the following payments: (i) Darren M. Rebelez, President/CEO, $3,260,250; (ii) Stephen P. Bramlage, Jr., CFO, $1,304,100; (iii) Ena Williams, COO, $1,304,100; (iv) Thomas P. Brennan, CMO, $748,650; and (v) Chad M. Frazell, CHRO, $700,350.

The Compensation Committee authorized annual bonus payments to the five named executive officers at 161% of target based on fiscal 2026 performance. The CEO received $3.26 million, the CFO and COO each received $1.30 million, and the CMO and CHRO received $749k and $700k respectively. The above-target payout indicates strong company performance against the fiscal year metrics.

Added FY2027 long-term equity awards medium

Added in current filing · verify on EDGAR →

The awards, made under the terms of the Company’s 2025 Stock Incentive Plan (the "2025 Plan"), are based on a percentage of 2027 fiscal year base salary (or for Mr. Rebelez, a target amount) (Mr. Rebelez, $10,150,000; Mr. Bramlage, 325%; Ms. Williams, 350%; Mr. Brennan, 325%; and Mr. Frazell, 275%) and consist of (i) time-based restricted stock units (“RSUs”), comprising 25% of the award amount, (ii) performance-based restricted stock units (“PSUs”) subject to return on invested capital (“ROIC”) performance goals, comprising 37.5% of the award amount, and (iii) PSUs subject to EBITDA performance goals, comprising 37.5% of the award amount.

The Committee granted fiscal 2027 equity awards to executives with the CEO receiving a $10.15 million target award and other NEOs receiving awards ranging from 275% to 350% of base salary. The awards are split 25% time-based RSUs, 37.5% ROIC-based PSUs, and 37.5% EBITDA-based PSUs. The PSUs include a TSR modifier that can adjust final payouts by plus or minus 25% based on relative performance, potentially reaching 250% of target at maximum.

Show 3 minor / wording changes
Added FY2027 annual incentive plan structure low

Added in current filing · verify on EDGAR →

The 2027 Annual Plan will be based on EBITDA (60%) and same-store sales growth in the inside sales category (40%). The payout at “target” is based on a percentage of 2027 fiscal year base salary (Mr. Rebelez, 175%; Mr. Bramlage, 100%; Ms. Williams, 100%; Mr. Brennan, 100%; and Mr. Frazell, 75%), with an

overall payout range from 0% to 200% of “target” depending on performance.

The fiscal 2027 annual bonus plan will be weighted 60% on EBITDA and 40% on same-store inside sales growth. Target bonuses range from 75% to 175% of base salary depending on role, with actual payouts ranging from zero to 200% of target based on performance. All bonuses will be paid in cash.

Added FY2027 executive base salaries low

Added in current filing · verify on EDGAR →

On June 3, 2026, the Committee (and June 4, 2026, the Board, for Mr. Rebelez) approved the following base salaries for the NEOs for the 2027 fiscal year: (i) Mr. Rebelez, $1,400,000; (ii) Mr. Bramlage, $850,000; (iii) Ms. Williams, $850,000; (iv) Mr. Brennan, $750,000; and (v) Mr. Frazell, $610,000.

The Committee approved fiscal 2027 base salaries for the five named executive officers. The CEO will earn $1.4 million, the CFO and COO each $850k, the CMO $750k, and the CHRO $610k. These represent the fixed compensation component before bonuses and equity awards.

Added Updated equity award agreements low

Added in current filing · verify on EDGAR →

The terms of the Updated Award Agreements are substantially similar to the existing form of award agreements, except for the addition of non-competition, non-solicitation and confidentiality provisions to align with substantially similar provisions already contained in the existing employment agreements of Mr. Rebelez, Mr. Bramlage and Ms. Williams, as well as other ministerial and conforming changes.

The Committee adopted new form equity award agreements that add non-compete, non-solicitation, and confidentiality provisions to match terms already in the employment agreements of the CEO, CFO, and COO. These updated forms will apply to all equity awards granted to NEOs and other officers from June 3, 2026 forward.

Event · Exhibit 99.1

Casey's reported Q4 and FY2026 earnings, increased quarterly dividend 14% to $0.65/share, expanded share buyback to $1B, and issued FY2027 guidance.

4 Added
Added Q4 and FY2026 earnings high

Added in current filing · view on EDGAR →

Diluted EPS of $4.37, up 66.2% from the same period a year ago. Net income was $162.7 million, up 65.5%, and EBITDA1 was $350.3 million, up 33.2%, from the same period a year ago. ... Diluted EPS of $19.16 up 30.9% over the prior year. Net income was $714.4 million, up 30.7%, and EBITDA was nearly $1.5 billion, up 23.6%, from the prior year.

Casey's reported Q4 diluted EPS of $4.37 (up 66.2% year-over-year) and full-year FY2026 diluted EPS of $19.16 (up 30.9%). Net income for the quarter was $162.7 million and $714.4 million for the full year. EBITDA reached $350.3 million for Q4 and nearly $1.5 billion for the year. The strong performance was driven by higher inside and fuel gross profit, with inside same-store sales up 5.5% in Q4 and 4.2% for the year, and fuel gross profit up 29.1% in Q4 and 21% for the year.

Added Share repurchase authorization expansion high

Added in current filing · view on EDGAR →

On June 4, 2026, the Board of Directors authorized an expansion of its existing share repurchase program up to a total amount of $1 billion. ... The Company now has $1 billion remaining under its updated share repurchase authorization.

The Board authorized an expansion of the share repurchase program to a total of $1 billion on June 4, 2026, with $1 billion remaining under the updated authorization. During Q4, the company repurchased approximately $63 million of shares. The expanded authorization provides significant capacity for additional capital returns to shareholders.

Added FY2027 guidance high

Added in current filing · view on EDGAR →

Casey's expects the following performance during fiscal 2027. The Company expects inside same-store sales to increase 2% to 5% with an inside margin above 42%. The Company expects same-store fuel gallons sold to be negative 1% to positive 1%. Total operating expenses are expected to increase approximately 5% to 7%. The Company expects EBITDA to increase 8% to 10%, which would imply 35% on a two-year stack basis at the midpoint of the range. ... The Company expects to open at least 120 stores in fiscal 2027 through a mix of M&A and new store construction. Net interest expense is expected to be approximately $95 million. Depreciation and amortization is expected to be approximately $490 million and the purchase of property and equipment is expected to be approximately $800 million. The tax rate is expected to be approximately 24% to 26% for the year.

For FY2027, Casey's expects inside same-store sales growth of 2% to 5% with inside margin above 42%, same-store fuel gallons of -1% to +1%, operating expense growth of 5% to 7%, and EBITDA growth of 8% to 10%. The company plans to open at least 120 stores through M&A and new construction. Capital expenditures are expected at approximately $800 million, with net interest expense of $95 million, depreciation and amortization of $490 million, and a tax rate of 24% to 26%.

Added S&P 500 inclusion medium

Added in current filing · view on EDGAR →

Casey's was added to the S&P 500 Index in recognition of its consistent financial performance and the growth of the company.

Casey's was added to the S&P 500 Index during fiscal 2026 in recognition of its consistent financial performance and company growth. This milestone increases the company's visibility among institutional investors and typically results in index fund purchases of the stock.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 26, 2026 · How we verify