Item 2.02. Results of Operations and Financial Condition.

On March 7, 2023, Casey's General Stores, Inc. (the "Company") issued a press release announcing its financial results for the third quarter ended January 31, 2023 (the "Press Release"). A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 2, 2023, the Board of Directors (the "Board") of the Company, upon the recommendation of the Board's Nominating and Corporate Governance Committee, approved and adopted, effective immediately, the Company's Seventh Amended and Restated Bylaws (as amended and restated, the "Bylaws"). The amendments to the Bylaws include: (a) revisions to Article II, Section 9 to require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; (b) revisions to Article II, Sections 1(b)-(c), 1(e) and Article III, Sections 3(b)-(c), with respect to the notification and other requirements related to nominations of directors and solicitations of proxies, including requiring compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and requiring that shareholder nominees for director provide specified information and sit for interviews with the Board and its committees, if requested; and (c) other technical, ministerial, clarifying and conforming changes.

The foregoing summary of the amendments to the Company's Bylaws is qualified in all respects by reference to the text of the Bylaws, a copy of which is attached as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.       Description
3.1                 Seventh     Amended and Restated Bylaws
99.1                Press Release issued by Casey's General Stores, Inc. dated March 7, 2023
104               Cover Page Interactive Data File (embedded within the Inline XBRL document)

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