CASEYS GENERAL STORES INC

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

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Equity Purchase Agreement

On July 25, 2024, Casey’s General Stores, Inc. (the “Company”) entered into an Equity Purchase Agreement (the “Purchase Agreement”) with (a) Fikes Wholesale, Inc., a Texas corporation (“Fikes”), (b) Group Petroleum Services, Inc., a Texas corporation (“GPS” and together with Fikes, the “Seller Companies”), (c) Raymond W. Smith, an individual residing in the State of Texas, in his capacity as the Representative (as defined in the Purchase Agreement), and (d) certain other parties thereto. Pursuant to the terms of the Purchase Agreement, following restructuring of the Seller Companies for tax purposes, the Company will acquire at closing 100% of the equity of the Seller Companies (the “Proposed Transaction”), for an aggregate purchase price in cash of $1.145 billion, subject to customary post-closing adjustments.

The Company’s acquisition of the Seller Companies will include 198 retail stores and a dealer network, which will increase the Company’s footprint to nearly 2,900 stores.

The Proposed Transaction is conditioned upon the satisfaction of customary closing conditions, including, among others: (1) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (2) the accuracy of the representations and warranties of each party to the Purchase Agreement as of the closing; (3) the performance in all material respects by the parties of their respective covenants under the Purchase Agreement; and (4) in the case of the Seller Companies, the absence of any material adverse effect since the date of the Purchase Agreement.

The Proposed Transaction is expected to close during the fourth quarter of calendar year 2024.

The foregoing description of the Purchase Agreement and Proposed Transaction is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached as Exhibit 2.1, and is incorporated herein by reference.

On July 26, 2024, the Company issued a press release announcing the Proposed Transaction, a copy of which is attached as Exhibit 99.1, and is incorporated herein by reference.

The information contained in this Item, including the press release attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.