FRAZELL CHAD MICHAEL 4
4 · CASEYS GENERAL STORES INC · Filed Jun 17, 2026
Research Summary
AI-generated summary of this filing
Casey's (CASY) Chief HR Officer Chad Frazell Receives Award, Sells Shares
What Happened
Chad Michael Frazell, Chief Human Resources Officer of Casey's General Stores, had performance- and time-based restricted stock units convert to common stock on June 15, 2026. The filing shows: 7,736 shares awarded (RSU vesting) and several derivative conversions (344, 245 and 298 shares) reported as acquired and then disposed. To cover tax liability, 3,600 shares were surrendered/withheld at a valuation of $872.39 per share, totaling $3,140,604. Net shares delivered to Frazell after withholding = 4,136 shares (7,736 − 3,600).
Key Details
- Transaction date: June 15, 2026; Form 4 filed June 17, 2026 (appears timely).
- Award: 7,736 shares reported as a grant/award (RSU vesting). Each RSU equals one share (F4).
- Derivative conversions: 344, 245 and 298 shares were reported as exercised/converted (M) and also shown disposed — a reporting presentation common with net settlements.
- Tax withholding: 3,600 shares withheld/disposed to cover taxes at $872.39/share (F2), amounting to $3,140,604 (F payment code).
- Net received: 4,136 shares retained by Frazell after withholding.
- Footnotes: awards include performance-based RSUs (F1, F5) and various vesting schedules for remaining awards (F6–F8). Some shares may be allocated to a 401(k) plan per F3.
- No indication in the excerpt that this was a sale to the open market; the disposals reflect tax withholding/net settlement (F code), not an open-market sale (S).
Context
This was primarily a compensation event (RSU vesting and derivative conversions) with a net-share settlement to satisfy tax withholding — not a discretionary open‑market sale. Such transactions are routine for executive compensation; they do not necessarily signal the insider’s market view. The filing shows future tranches of awards that may vest in 2027–2029 subject to performance conditions (see F5–F8).
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-06-15+344→ 8,157 total - Exercise/Conversion
Common Stock
2026-06-15+245→ 8,402 total - Exercise/Conversion
Common Stock
2026-06-15+298→ 8,700 total - Award
Common Stock
[F1]2026-06-15+7,736→ 16,436 total - Tax Payment
Common Stock
[F2]2026-06-15$872.39/sh−3,600$3,140,604→ 12,836 total - Exercise/Conversion
Restricted stock units
[F4][F5]2026-06-15−344→ 0 total→ Common Stock (344 underlying) - Exercise/Conversion
Restricted stock units
[F4][F6]2026-06-15−245→ 245 total→ Common Stock (245 underlying) - Exercise/Conversion
Restricted stock units
[F4][F7]2026-06-15−298→ 596 total→ Common Stock (298 underlying)
- 401(indirect: By 401(k))
Common Stock
[F3] - 507
Restricted stock units
[F4][F8]→ Common Stock (507 underlying)
Footnotes (8)
- [F1]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.
- [F2]Closing price of Casey's General Stores, Inc. Common Stock on June 15, 2026.
- [F3]Allocated to 401k plan account as of April 30, 2026. Does not include any shares allocated by the plan trustee after that date.
- [F4]Each restricted stock unit represents the right to receive, following vesting, one share of Common Stock.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.