FRAZELL CHAD MICHAEL 4

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).