chscp-20251205

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 5, 2025

CHS Inc.

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 001-36079

Minnesota

41-0251095

(State or Other Jurisdiction of Incorporation)

(IRS Employer Identification No.)

5500 Cenex Drive

Inver Grove Heights,

Minnesota

55077

(Address of principal executive offices, including zip code)

(651)

355-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
8% Cumulative Redeemable Preferred Stock	CHSCP	The Nasdaq Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 1	CHSCO	The Nasdaq Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2	CHSCN	The Nasdaq Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3	CHSCM	The Nasdaq Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 4	CHSCL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 5, 2025, at the Annual Meeting (the “Annual Meeting”) of the members of CHS Inc. (“CHS”), each of the following directors was reelected to the Board of Directors of CHS (the “Board”) for a three-year term: Hal Clemensen, Mark Farrell, Alan Holm, Jerrad Stroh and Kevin Throener. The following directors’ terms of office continued after the Annual Meeting: David Beckman, C.J. Blew, Scott Cordes, Chris Edgington, Jon Erickson, Tracy Jones, David Kayser, Russ Kehl, Tony Rossman, Dan Schurr, Trent Sherven and Cortney Wagner.

On December 5, 2025, following the Annual Meeting, the Board held its annual organizational meeting, at which each of the following Board officers was elected for a one-year term: C.J. Blew was elected chair of the Board; Jon Erickson was elected as first vice chair of the Board; Scott Cordes was reelected as second vice chair of the Board; Russ Kehl was reelected as secretary-treasurer of the Board; and Alan Holm was reelected as assistant secretary-treasurer of the Board.

Item 7.01 Regulation FD Disclosure.

On December 8, 2025, CHS issued a press release announcing the results of the election of directors to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 7.01 and Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. In addition, the information set forth in this Item 7.01 and Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall otherwise be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.						Description
99.1						CHS Inc. Press Release dated December 8, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHS Inc.

Date: December 8, 2025

By:

/s/ Olivia Nelligan

Olivia Nelligan

Executive Vice President, Chief Financial Officer and Chief Strategy Officer

For further information, contact:
Trish Scorpio
651-355-4593
[email protected]

FOR IMMEDIATE RELEASE

CHS owners elect five directors to CHS Board

SAINT PAUL, MINN. (December 8, 2025) - Owners of CHS, a global agribusiness and the nation’s leading cooperative, elected five board members to three-year terms during the 2025 CHS Annual Meeting held Dec. 4-5 in Minneapolis, Minnesota.

The following leaders were reelected to the CHS Board of Directors:

•Alan Holm, who raises corn, soybeans, sweet corn, peas and alfalfa with his family near Sleepy Eye, Minnesota, and represents Region 1 (Minnesota).

•Kevin Throener, who raises crops and operates a cow-calf operation with his family near Cogswell, North Dakota. He represents Region 3 (North Dakota).

•Hal Clemensen, who raises corn and soybeans near Aberdeen, South Dakota. He represents Region 4 (South Dakota).

•Mark Farrell, who operates a family corn and soybean farm near Cross Plains, Wisconsin, and represents Region 5 (Connecticut, Delaware, Illinois, Indiana, Kentucky, Ohio, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia, West Virginia and Wisconsin).

•Jerrad Stroh who produces corn and soybeans on his family farm near Juniata, Nebraska, and represents Region 8 (Colorado, Nebraska, Kansas, New Mexico, Oklahoma and Texas).

Board officer succession

The following CHS Board members were elected to one-year officer terms:

•C.J. Blew, Castleton, Kansas, elected chair

•Jon Erickson, Minot, North Dakota, elected first vice chair

•Scott Cordes, Wanamingo, Minnesota, reelected second vice chair

•Russ Kehl, Quincy, Washington, reelected secretary-treasurer

•Alan Holm, Sleepy Eye, Minnesota, reelected assistant secretary-treasurer

New CHS Board Chair C.J. Blew steps into the role held by Dan Schurr, LeClaire, Iowa, since 2017. Schurr announced in September 2025 that he would not seek reelection to his Board seat at the conclusion of his term in December 2026 and would not seek reelection for the chair role following the 2025 CHS Annual Meeting. Schurr’s final term in 2026 will mark 20 years of service to CHS and the cooperative system.

“I am dedicated to the cooperative system and CHS,” said Schurr. “I also believe strongly in the fresh thinking and new perspectives made possible through effective succession. While I have

thoroughly enjoyed my service to CHS and its owners, it’s time for a new Board member to step in to help propel CHS into the future.”

“We thank Dan for his two decades of commitment to CHS and will continue to benefit from his experience and insights,” said Blew. “I am energized and excited to build on his legacy as we continue creating connections to empower agriculture through the strength of CHS and the cooperative system.”

Nominating committee elected

Also at the annual meeting, 16 members of the newly formed CHS Nominating Committee were elected. This group will work to secure the best candidates to lead CHS into the future as members of the CHS Board of Directors and will recommend CHS Board candidates for the 2026 election.

Elected to one-year terms on the CHS Nominating Committee were:

Region 1: Ryan Mackenthun, Minnesota

Region 2: Wagner Harmon, Montana

Region 3: Darren Sletten, North Dakota

Region 4: Miles Mendel, South Dakota

Region 5: Jeremy Mills, Indiana

Region 6: Adam Clark, Idaho

Region 7: Glenn Christ, Iowa

Region 8: Jeff Loschen, Nebraska

Elected to two-year terms on the CHS Nominating Committee were:

Region 1: Chad Okeson, Minnesota

Region 2: Dan Schuler, Montana

Region 3: Adam Leiphon, North Dakota

Region 4: Tyler Fischer, South Dakota

Region 5: Tom Walker, Wisconsin

Region 6: John Schumacher, Idaho

Region 7: Tracy Studer, Iowa

Region 8: Rick Brune, Nebraska

CHS Inc. (www.chsinc.com) creates connections to empower agriculture. As a leading global agribusiness and the largest farmer-owned cooperative in the United States, CHS serves customers in 65 countries and employs approximately 10,000 people worldwide. We provide critical crop inputs, market access and risk management services that help farmers feed the world. Our diversified agronomy, grains, foods and energy businesses recorded revenues of $35.5 billion in fiscal year 2025. CHS is committed to reducing our impact on the planet, finding and developing new solutions in agriculture and energy, and investing in ways to build a better future for our owners, customers, employees and communities.