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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,Minnesota55077
(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 classTrading Symbol(s)Name of each exchange on which registered
8% Cumulative Redeemable Preferred StockCHSCPThe Nasdaq Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 1CHSCOThe Nasdaq Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2CHSCNThe Nasdaq Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3CHSCMThe Nasdaq Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 4CHSCLThe 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 7.01    Regulation FD Disclosure.

On December 5, 2025, Olivia Nelligan, Executive Vice President, Chief Financial Officer and Chief Strategy Officer of CHS Inc. (the “Company”), gave a speech along with a related slide presentation at the Company’s 2025 Annual Meeting. Copies of Ms. Nelligan’s speech and related slide presentation are attached hereto as Exhibits 99.1 and 99.2, respectively. Each such copy is incorporated herein by reference.

Pursuant to General Instruction B.2. to Form 8-K, the information set forth and incorporated by reference in this Item 7.01 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. The information in this 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
Speech of Olivia Nelligan
Slide Presentation Related to Speech of Olivia Nelligan
104Cover 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 5, 2025 By: /s/ Olivia Nelligan
    Olivia Nelligan
    Executive Vice President, Chief Financial Officer and Chief Strategy Officer

imagea.jpg
        
    CHS Fiscal year 2025 Annual Meeting
CFO Report

Good morning and welcome to all our owners and partners, both here in person and joining us online. It is my privilege to present the CHS financial report for fiscal year 2025.

Before we begin, please review the safe harbor statement. Some of the content in this report may be forward-looking, and future results may differ due to risks or uncertainties in our business, as described in our most recent annual report on file with the SEC.

Fiscal year 2025 was marked by persistent volatility and uncertainty across global commodity markets and the geopolitical landscape. Despite these headwinds, CHS demonstrated strength and resilience with robust volumes and steady operating performance across our businesses.

Our ability to deliver solid financial results and navigate the challenging environment is the result of disciplined strategic planning and capital allocation, a diversified business model, operating effectively and diligent management of costs.







It is also due to your unwavering support. Thank you for your business.
Revenues
CHS reported consolidated revenues in fiscal year 2025 of $35.5 billion, compared to $39.3 billion, a 10% decrease year-over-year, primarily due to lower commodity prices.
Net Income
Net income for the year was $597.9 million, down from $1.1 billion last year. While lower, this is a solid result and shows how our cooperative model continues to provide stability in uncertain times.
Energy
Our Energy segment, which includes refined fuels, propane, lubricants, and transportation, reported a pretax loss of $7 million in fiscal year 2025, a decrease of $436 million versus the prior year.
The decrease reflects:
oLower discounts on heavy Canadian crude oil due to increased export opportunities for this type of crude.
oPlanned major maintenance at our McPherson, Kansas refinery, which temporarily reduced production volumes of our higher-margin refined fuels products.
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oDecreased refining margins due to less favorable market conditions, including higher U.S. refinery capacity utilization and global production. However, this was partially offset by a favorable impact due to the small refinery exemption at Laurel, Montana.
Notwithstanding these factors, our teams delivered strong volumes and excellent execution for our customers. Investments we have made in our energy supply chain enhance performance through efficiency, increased throughput and more diesel fuel production.
Ag
Our Ag segment, which includes wholesale agronomy, global grain & processing, and ag retail, delivered pretax income of $245.7 million, a decrease of $97 million from the prior year.
oWe experienced decreased margins for grains and oilseeds driven by tough global competition and other trade factors.
oOur oilseed processing business also saw year-over-year margin declines due to increased global supply of soybean and canola meal and oil.
oHowever, we did have year-over-year increases in volumes at both our North American export terminals and our processing plants.
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oWe saw higher margins and higher volumes for crop protection products and crop nutrients, thanks to increased demand, favorable growing conditions and efficiencies in our supply chain.
oAnd our ag retail business performed well due to excellent operational execution and strategic investments, including the acquisition of CHS West Central.
Despite difficult industry dynamics, our ag segment overall showed good performance that was supported by deliberate decisions we have made over the past several years that have focused on speed and space, creating additional capacity and supply chain efficiency in order to strengthen our market position and deliver greater value to owners.
Nitrogen Production
Our equity investment in CF Nitrogen contributed pretax income of $159.5 million, an $8.3 million improvement over last year, driven by favorable market conditions for urea.

This partnership creates reliability for CHS owners ensuring we have fertilizer when and where you need it. Owners can also
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benefit from the production economics that come from owning more of the value chain, improving patronage and returns.

Corporate and Other
Our Corporate and Other category includes four businesses, all of which saw increased income year-over-year.
oThe first two are wholly owned by CHS. CHS Hedging is our brokerage business, which helps members with their commodity hedging needs and CHS Capital provides financing to members.

The second two are joint venture investments.
oVentura Foods, a leading producer and distributor of oil-based food products; and
oArdent Mills, a premier U.S. flour miller, which purchases a large share of its wheat from CHS and the cooperative system.

Overall, this category reported pretax income of $216.6 million, with the largest driver of the $41.8 million increase over prior year being strong performance by Ventura Foods.

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Tax Expense
While cash taxes have continued to decline over the past few years, our book tax – or tax expense – did increase in fiscal year 2025 by $21.6 million.
The increase is due to a number of factors, including:
oreduced patronage deductions,
oa change in state tax laws, and
obecause in fiscal year 2024 we were able to claim multi-year research and development tax credits that did not repeat in fiscal year 2025.

Segment Wrap Up
In total, our net income of $597.9 million for fiscal year 2025 is a solid result despite the challenging environment and is evidence of our ability to perform well even in the face of adversity.

These financial results reinforce the importance of the changes we have focused on for several years: making us a better company so the highs can be higher and the lows can be higher as well.

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CHS is financially strong, with well positioned assets, relatively low debt levels, ample liquidity, and a strong balance sheet, creating stability for the future.

And our financial discipline will remain a key focus. Every investment is analyzed through our growth framework, which you’ve heard me speak about before. This framework ensures strategic alignment and an optimal return on investment, ensuring we deploy every dollar toward its highest and best use.

Returns to Owners
Our CHS purpose is creating connections to empower agriculture. Patronage – central to our cooperative model – returns cash and equity to rural communities, sharing success together.

In making equity management decisions, the CHS Board of Directors considers:
oWhat is in the best interests of both CHS and our owners.
oWhat CHS can afford based on cash available and our evaluation of market dynamics ahead.
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oThe need to maintain a strong balance sheet so we can invest for growth and future value-creation for owners.
Based on fiscal year 2025 results, CHS will return approximately $120 million in cash to the country during fiscal year 2026, including:
o$30 million in cash patronage, based on business done with CHS in fiscal year 2025.
o$30 million in distributions to associations, based on age of equity, with these payments to be made in the Spring.
oThe balance will be set aside to fulfill requests we receive throughout the year, from eligible individual owners based on age of patron and from their estates.

CHS will also issue $199 million of new equity based on business done in fiscal year 2025. Of that, $55 million will be qualified equity and $144 million will be non-qualified equity.

CHS will not have any unused DPAD tax deductions available to distribute to owners.

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Some estimated wholesale patronage rates, based on financial performance and equity management decisions, are shown on the screen, including the total patronage and the cash portion. To call out a few:
oBulk fertilizer total patronage is $16.07 per ton with a cash portion of $2.08 per ton.
oFocused crop protection, which includes our proprietary products, is 16 cents with a cash portion of 2 cents.
oCanola total patronage is 32 cents per hundredweight, with a cash portion of 4 cents.

Over the past five years, including this latest commitment, cash returns based on patronage and redemptions total $2.6 billion.

These cash returns speak to the enduring value of CHS and our owners working together and are part of the ongoing investment we make in empowering farmers, ranchers, cooperatives, and the rural communities at the heart of agricultural production.

Fiscal 2026 Outlook
Looking ahead, we anticipate continued challenges in global commodity markets, including supply & demand factors,
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international trade impacts, tariffs, regulatory and policy changes and a shifting geopolitical environment.

As we navigate these dynamics, we remain focused on:
oLeveraging our financial strength through investments in growth and efficiency.
oDiversifying our portfolio and connecting the cooperative supply chain to help us manage commodity swings and volatility.
oControlling costs and being judicious with every dollar.
oIntegrating our supply chain end-to-end – from the farmgate to the end customer – which positions us to capture new opportunities as markets evolve.
oMeasuring our performance across every aspect of our business, allowing us to execute with more agility.
oAll while advocating in the best interest of our cooperative system.

Every day we look to become a better company so we can remain competitive, win your business and serve your evolving needs.
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Close
U.S. agriculture has experienced highs and lows before and is extremely resilient. Innovation has always been a core tenet of our industry, adapting as needed to change. For with challenges, come opportunities.

Our unity is our greatest strength. Now is our time to work as a collective. Becoming stronger and going further, protecting our legacy and securing our future – together.
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Olivia Nelligan Executive vice president, chief financial officer and chief strategy officer


 
Forward-looking statements This document and other CHS Inc. publicly available documents contain, and CHS officers, directors and representatives may from time to time make, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on CHS current beliefs, expectations and assumptions regarding the future of its businesses, financial condition and results of operations, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of CHS control. CHS actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance on any of these forward-looking statements. Important factors that could cause CHS actual results and financial condition to differ materially from those indicated in the forward-looking statements are discussed or identified in CHS filings made with the U.S. Securities and Exchange Commission, including in the "Risk Factors" discussion in Item 1A of CHS Annual Report on Form 10-K for the fiscal year ended August 31, 2025. These factors may include changes in commodity prices; political, economic, legal and other risks of doing business globally; ongoing wars and global conflicts; global and regional factors impacting demand for CHS products; the impact of inflation; the impact of competitive business markets; any loss of members who choose to do business with other companies instead of CHS; the impact of market acceptance of alternatives to refined petroleum products; consolidation among CHS suppliers and customers; nonperformance or nonpayment by contractual counterparties; deterioration in credit quality of, or defaults by, third parties who owe CHS money; the effectiveness of CHS risk management strategies; actual or perceived quality, safety or health risks associated with CHS products; business interruptions, casualty losses and supply chain issues; the impact of epidemics, pandemics, outbreaks of disease and other adverse public health developments; the impact of workforce factors; technological improvements and sustainability initiatives that decrease demand for CHS products; advancement of artificial intelligence, including generative artificial intelligence, which introduces evolving technical, legal and opportunistic risks; security breaches or other disruptions in CHS information technology systems or assets; increased scrutiny and changing expectations with respect to environmental, social and governance practices; failures or delays in achieving strategies or expectations related to climate change or other environmental matters; CHS ability to complete, integrate and benefit from acquisitions, strategic alliances, joint ventures, divestitures and other nonordinary course-of-business events; the impact of government policies, mandates, regulations, trade agreements, domestic and foreign trade policies, including relating to tariffs, and other factors beyond CHS’s control; changes in federal income tax laws or our tax status; the impact and costs of compliance or noncompliance with applicable laws and regulations; the costs of compliance with environmental and energy laws and regulations; our ability to comply with extensive anti-corruption, anti-bribery, anti-kickback and trade laws and regulations; the impact of environmental liabilities and litigation; the impact of seasonality; the impairment of long-lived assets; CHS funding needs and financing sources; financial institutions’ and other capital sources’ policies concerning energy- related businesses; limits on CHS ability to access equity capital due to its cooperative structure; and other factors affecting our businesses generally. Any forward-looking statements made by CHS in this document are based only on information currently available to CHS and speak only as of the date on which the statement is made. CHS undertakes no obligation to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise except as required by applicable law.


 


 
$0 $10 $20 $30 $40 $50 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 Revenue $35.5 ($ in billions)


 
$0 $250 $500 $750 $1,000 $1,250 $1,500 $1,750 $2,000 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 $597.9 Net income ($ in millions)


 
CHS pretax income Fiscal year ended Aug. 31, 2025 ($ in thousands) 2025 2024 CHANGE Energy ($7,042) $429,053 ($436,095)


 
CHS pretax income Fiscal year ended Aug. 31, 2025 ($ in thousands) 2025 2024 CHANGE Energy (7,042) 429,053 (436,095) Ag $245,660 $342,677 ($97,017)


 
CHS pretax income Fiscal year ended Aug. 31, 2025 ($ in thousands) 2025 2024 CHANGE Energy (7,042) 429,053 (436,095) Ag 245,660 342,677 (97,017) Nitrogen production $159,541 $151,235 $8,306


 
CHS pretax income Fiscal year ended Aug. 31, 2025 ($ in thousands) 2025 2024 CHANGE Energy (7,042) 429,053 (436,095) Ag 245,660 342,677 (97,017) Nitrogen production 159,541 151,235 8,306 Corporate and other $216,613 $174,822 $41,791


 
($ in thousands) 2025 2024 CHANGE Energy (7,042) 429,053 (436,095) Ag 245,660 342,677 (97,017) Nitrogen production 159,541 151,235 8,306 Corporate and other 216,613 174,822 41,791 Pretax income 614,772 1,097,787 (483,015) CHS pretax income Fiscal year ended Aug. 31, 2025 Income tax expense (benefit) $16,777 ($4,872) $21,649


 
($ in thousands) 2025 2024 CHANGE Energy (7,042) 429,053 (436,095) Ag 245,660 342,677 (97,017) Nitrogen production 159,541 151,235 8,306 Corporate and other 216,613 174,822 41,791 Pretax income 614,772 1,097,787 (483,015) Income tax expense (benefit) 16,777 (4,872) 21,649 Noncontrolling interests 78 340 (262) CHS net income Fiscal year ended Aug. 31, 2025 CHS net income $597,917 $1,102,319 ($504,402)


 


 
Creating connections to empower agriculture


 
cash returns* $30 million cash patronage $90 million equity redemptions *estimated


 
equity certificates $55 million qualified equity $144 million nonqualified equity


 
Cash Total Specialty fertilizer (tons) $2.73 $21.07 Bulk fertilizer (tons) $2.08 $16.07 Focused crop protection (dollars) $0.02 $0.16 Canola (hundredweight) $0.04 $0.32 Soybean meal (short tons) $0.09 $0.71 Renewable fuels marketing (dollars) $0.07 $0.61 Lubricants (gallons) $0.10 $0.80 Commissions – CHS Hedging (dollars) $0.04 $0.37 *estimated FY25 select wholesale patronage rates*


 
cash returns to owners last 5 years