UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended	August 31, ~~2024~~2025
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission file number: 001-36079

CHS Inc.

(Exact name of registrant as specified in its charter)

Minnesota

41-0251095

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

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)

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

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☑

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☑

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☑ Smaller reporting company ☐ 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. o

Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☑

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant’s most recently completed second fiscal quarter:

The Registrant has no voting or non-voting common equity (the Registrant is a member cooperative).

Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:

The Registrant has no common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

		PageNo.
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	22
Item 1C.	Cybersecurity	2223
Item 2.	Properties	2324
Item 3.	Legal Proceedings	2425
Item 4.	Mine Safety Disclosures	2425
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	[Reserved]	25
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 8.	Financial Statements and Supplementary Data	44
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	44
Item 9A.	Controls and Procedures	44
Item 9B.	Other Information	45
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	45
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	46
Item 11.	Executive Compensation	53
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	74
Item 13.	Certain Relationships and Related Transactions, and Director Independence	75
Item 14.	Principal Accountant Fees and Services	77
PART IV
Item 15.	Exhibit and Financial Statement Schedules	78
Item 16.	Form 10-K Summary	85
Signatures		86

Table of Contents

PART I

ITEM 1. BUSINESS

THE COMPANY

CHS Inc. (referred to herein as "CHS," "company," "we," "us" or "our") is the nation's leading integrated agricultural cooperative, providing grain, food, agronomy and energy resources to businesses and consumers on a global basis. As a cooperative, we are owned by farmers and ranchers and member cooperatives (referred to herein as "members") across the United States. We also have preferred shareholders who own shares of our five series of preferred stock, all of which are listed and traded on the Global Select Market of The Nasdaq Stock Market LLC ("Nasdaq"). We buy commodities from and provide products and services to individual agricultural producers, local cooperatives and other companies (including our members and other nonmember customers), both domestically and internationally. We provide a wide variety of products and services, ranging from initial agricultural inputs such as fuels, farm supplies, crop nutrients and crop protection products to agricultural outputs that include grain and oilseed, processed grain and oilseed, renewable fuels and food products. A portion of our operations are conducted through equity investments and joint ventures whose operating results are not fully consolidated with our results; rather, aour ~~proportionate~~ share of the income or loss from those equity investments and joint ventures is included as a component of our net income using the equity method of accounting. For the year ended August 31, ~~2024~~2025, our total revenues were $3935.35 billion and net income attributable to CHS was $1597.19 ~~billion~~million.

We have aligned our segments based on an assessment of how our businesses operate and the products and services they sell. Our Energy segment derives its revenues through refining, wholesaling and retailing of petroleum products. Our Ag segment derives its revenues through origination and marketing of grain, including service activities conducted at export terminals; through wholesale agronomy sales of crop nutrient and crop protection products; from sales of soybean meal, refined soy oil and soyflour products; through the production and marketing of renewable fuels; and through retail sales of petroleum and agronomy products, processed sunflowers, feed and farm supplies. Our Ag segment also records equity income from our grain export joint venture and other investments. Our Nitrogen Production segment consists of our equity method investment in CF Industries Nitrogen, LLC ("CF Nitrogen"), and allocated expenses. Our other business operations, primarily our financing and hedging businesses, are included in Corporate and Other because of the nature of their products and services, as well as the relative ~~amount~~amounts of ~~revenues~~revenue from those businesses. In addition, our nonconsolidated food production and distribution joint ~~venture, Ventura Foods, LLC ("Ventura Foods"), and our nonconsolidated wheat milling joint venture, Ardent Mills, LLC ("Ardent Mills"), are included in Corporate and Other.~~

~~As required under our bylaws and Minnesota cooperative law~~venture, ~~our~~Ventura earnings from cooperative business are required to be allocated to our members and to a limited extent to nonmembers with which we have agreed to do business on a patronage basis based on the volume of business they do with us. We allocate these earnings to our patrons in the form of patronage refundsFoods, ~~which~~LLC ~~are~~("Ventura ~~also called patronage dividends~~Foods"), and ~~which may be in cash, patrons' equities in the form of capital equity certificates or both. Patrons' equities may be redeemed over time solely at the discretion of~~ our ~~Board~~nonconsolidated ofwheat ~~Directors.~~milling ~~Earnings~~joint ~~derived from nonmembers~~venture, ~~which~~Ardent ~~are not treated as patronage~~Mills, ~~are~~LLC taxed at federal and state statutory corporate rates and are retained by us as unallocated capital reserves. We also receive patronage refunds from the cooperatives in which we are a member, if those cooperatives have earnings to distribute and if we qualify for patronage refunds from them.

~~Our~~("Ardent ~~origins date back to the early 1930s with the founding of our predecessor companies~~Mills"), ~~Cenex,~~are ~~Inc.,~~included ~~and Harvest States Cooperatives. CHS Inc. emerged as the result of the merger of those two entities~~ in ~~1998~~Corporate and ~~is headquartered in Inver Grove Heights, Minnesota~~Other.

~~Our~~As ~~internet~~required ~~address~~under isour ~~www.chsinc.com.~~bylaws ~~Our~~and ~~periodic~~Minnesota ~~and~~cooperative ~~current~~law, ~~reports~~our onearnings ~~Form~~from ~~10-K,~~cooperative ~~10-Q,~~business ~~8-K~~are allocated to our members and ~~other~~to ~~filings,~~a ~~including~~limited ~~exhibits~~extent ~~and~~to ~~supplemental~~nonmembers ~~schedules~~with ~~filed~~which ~~therewith,~~we ~~and~~have ~~amendments~~agreed to ~~those~~do ~~reports,~~business ~~filed~~on ~~with~~a patronage basis based on the ~~Securities~~volume ~~and~~of ~~Exchange~~business ~~Commission~~they ~~("SEC")~~do ~~are~~with ~~available~~us. onWe allocate these earnings to our ~~website~~patrons asin ~~soon~~the asform ~~reasonably~~of ~~practicable~~patronage ~~after~~refunds, ~~they~~which are ~~electronically~~also ~~filed~~called ~~with~~patronage ordividends, ~~furnished~~and towhich ~~the~~may ~~SEC~~be in cash, ~~free~~patrons' equities in the form of ~~charge~~capital equity certificates or both. ~~The~~Patrons' ~~information~~equities ~~contained~~may onbe ~~our~~redeemed ~~website~~over istime ~~not~~solely ~~part~~at the discretion of, ~~and~~our isBoard ~~not~~of ~~incorporated~~Directors. ~~into,~~Earnings ~~this~~derived ~~Annual~~from ~~Report~~nonmembers, onwhich ~~Form~~are ~~10-K~~not ortreated ~~any~~as ~~other~~patronage, ~~report~~are wetaxed ~~file~~at ~~with~~federal orand ~~furnish~~state tostatutory ~~the~~corporate ~~SEC.~~rates Inand ~~addition,~~are ~~the~~retained ~~SEC~~by ~~maintains~~us aas ~~website~~unallocated ~~that~~capital ~~contains~~reserves. ~~reports~~We ~~and~~also ~~other~~receive ~~information~~patronage ~~regarding~~refunds ~~issuers,~~from ~~where~~the ~~you~~cooperatives ~~may~~in ~~obtain~~which we are a ~~copy~~member, ofif ~~all~~those ~~information~~cooperatives wehave ~~file~~earnings ~~publicly~~to ~~with~~distribute ~~the~~and ~~SEC.~~if ~~The~~we ~~SEC~~qualify ~~website~~for ~~address~~patronage isrefunds ~~www~~from them.~~sec.gov.~~

Our origins date back to the late 1920s with the founding of our predecessor companies, which became Cenex, Inc., and Harvest States Cooperatives. CHS Inc. emerged as the result of the merger of Cenex and Harvest States Cooperative in 1998 and is headquartered in Inver Grove Heights, Minnesota.

Our website address is www.chsinc.com. Our periodic and current reports on Form 10-K, 10-Q, 8-K and other filings, including exhibits and supplemental schedules filed therewith, and amendments to those reports, filed with the Securities and Exchange Commission ("SEC") are available on our website free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The information contained on our website is not part of, and is not incorporated into, this Annual Report on Form 10-K or any other report we file with or furnish to the SEC. In addition, the SEC maintains a website that contains reports and other information regarding issuers, where you may obtain a copy of all information we file publicly with the SEC. The SEC website address is www.sec.gov.

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ENERGY

Overview

We are the nation's largest cooperative energy company based on revenues and identifiable assets, with operations that include petroleum refining and pipelines; supply, marketing and distribution of refined fuels (gasoline, diesel fuel and other energy products); blending, sale and distribution of lubricants; and wholesale supply of propane and other natural gas liquids. Our Energy segment processes crude oil into refined petroleum products at our refineries in Laurel, Montana, and McPherson, Kansas, and sells those products under the Cenex® brand to member cooperatives and other independent retailers through a network of nearly 1,~~250~~200 sites, the majority of which are convenience stores marketing Cenex brand fuels and owned by our member cooperatives. For fiscal ~~2024~~2025, our Energy revenues, after elimination of intersegment revenues, were $87.86 billion and were primarily from gasoline, diesel fuel and propane.

Operations

Laurel refinery. Our Laurel, Montana, refinery processes medium- and high-sulfur crude oil into refined petroleum products that primarily include gasoline, diesel fuel, asphalt and petroleum coke. Our Laurel refinery sources approximately 9596% of its crude oil supply from Canada, with the remaining balance obtained from domestic sources,. ~~and~~We we have access to Canadian and northwest Montana crude oil through our wholly-owned Front Range Pipeline, LLC, and other common carrier pipelines. Our Laurel refinery also has access to Wyoming crude oil via common carrier pipelines from the south.

Our Laurel refinery processes approximately 65,000 barrels of crude oil per day to produce refined products that consist of approximately 38% gasoline, 43% diesel fuel and other distillates, 12% asphalt, 6% petroleum coke and 1% other products. Refined fuels produced at our Laurel refinery are available via railcars and via the Yellowstone Pipeline to western Montana terminals and to Spokane, Washington; south via common carrier pipelines to Wyoming terminals and Denver, Colorado; and east via our wholly-owned Cenex Pipeline, LLC, to Glendive, Montana, and to Minot, Prosper and Fargo, North Dakota.

McPherson refinery. Our McPherson, Kansas, refinery processes approximately 5860% low- and medium-sulfur crude oil and approximately 4240% heavy-high-sulfur crude oil into gasoline, diesel fuel and other distillates, petroleum coke and other products. The refinery sources its crude oil through its own pipelines, as well as through joint venture and common carrier pipelines. Low- and medium-sulfur crude oil is sourced from Kansas, Colorado, North Dakota, Oklahoma and Texas, and heavy-high-sulfur crude oil is sourced from Canada and Wyoming.

Our McPherson refinery processes approximately ~~114~~115,000 barrels of crude oil per day to produce refined products that consist of approximately 4950% gasoline, 4543% diesel fuel and other distillates, 5% petroleum coke and 12% other products. These products are loaded into trucks at the McPherson refinery or shipped via common carrier pipelines to other markets.

Other energy operations. We operate ~~nine~~10 ~~propane~~refined product terminals, ~~four~~nine ~~asphalt~~propane terminals, ~~eight~~three ~~refined~~asphalt ~~product~~ terminals and ~~two~~one lubricants blending and packaging ~~facilities~~facility. We also own and lease a fleet of liquid and pressure trailers and tractors, which transport refined fuels, propane, anhydrous ammonia and other products.

Products and Services

Our Energy segment produces and sells (primarily wholesale) gasoline, diesel fuel, propane, asphalt, lubricants and other related products, and also provides transportation services. In addition to selling products refined at our Laurel and McPherson refineries, we purchase refined petroleum products from third parties as the need arises. For fiscal ~~2024~~2025, ~~we produced~~ approximately 8175% of the refined petroleum products we sold were produced at our Laurel and McPherson refineries and ~~obtained~~ approximately 1925% were obtained from third parties. The percentage of refined petroleum products ~~that~~ we obtain from third parties is dependent on refinery production volumes and ~~will~~varies ~~vary~~ from year to year, primarily based on our planned major maintenance schedule.

Sales and Marketing: Customers

We market approximately 7675% of our refined fuel products to members, with the balance sold to nonmembers. Sales are made wholesale to member cooperatives and through a network of independent retailers that operate convenience stores under the Cenex brand. We sold approximately 1.5 billion gallons of gasoline and approximately 1.7 billion gallons of diesel fuel in fiscal ~~2024~~2025. We also blend, package and wholesale auto and farm equipment lubricants to members and nonmembers. We are one of the nation's largest propane wholesalers based on revenues. Most of the propane sold in rural areas is for heating and agricultural use. Annual sales volumes of propane vary greatly depending on weather patterns and crop conditions.

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Industry: Competition

The petroleum business is highly cyclical. Demand for crude oil and energy products is driven by the condition of local and worldwide economies, local and regional weather patterns and taxation relative to other energy sources, which can significantly affect the price of refined fuel products. Our Energy segment generally experiences higher volumes and revenues in certain operating areas, such as refined fuel products in the spring, summer and early fall when gasoline and diesel fuel use by our agricultural customers is highest and is subject to domestic supply and demand forces. Other energy products, such as propane, generally experience higher volumes and revenues during the winter heating and crop-drying seasons. More fuel-efficient equipment, reduced crop tillage, depressed prices for crops, weather conditions and government programs that encourage idle acres may all reduce demand for our energy products.

Regulation. Governmental regulations and policies, particularly in the areas of taxation, energy and the environment, have a significant impact on our Energy segment. Our Energy segment's operations are subject to laws and related regulations and rules designed to protect the environment that are administered by the U.S. Environmental Protection Agency ("EPA"), the U.S. Department of Transportation ("DOT"), the U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration, the Federal Energy Regulatory Commission and similar government agencies. These laws, regulations and rules govern, among other things, discharge of materials into the environment, including air and water; reporting storage of hazardous wastes and other hazardous materials; transportation, handling and disposal of wastes and other materials; labeling of pesticides and similar substances; and investigation and remediation of the release of hazardous materials. Failure to comply with these laws, regulations and rules could subject us to administrative penalties, injunctive relief, civil remedies and possible product recalls. Our hedging transactions and activities are subject to the rules and regulations of the exchanges we use and to governing bodies, such as the Chicago Mercantile Exchange ("CME"), the New York Mercantile Exchange ("NYMEX") and the U.S. Commodity Futures Trading Commission ("CFTC").

Competition. The petroleum refining and wholesale fuels business is highly competitive. Among our competitors are some of the world's largest integrated petroleum companies, which have their own crude oil supplies and distribution and marketing systems. We also compete with smaller domestic refiners and marketers in the midwestern and northwestern United States, with foreign refiners who import products into the United States and with producers and marketers in other industries supplying other forms of energy and fuels to consumers. Given the commodity nature of the end products, profitability in the industry depends largely on margins, operating efficiency, product mix and costs of product distribution and transportation. Our retail gasoline competitors are much larger than CHS and have greater brand recognition and distribution outlets throughout the country and world than we do. We also are experiencing increased competition from regional and unbranded retailers.

We market refined fuel products in five principal geographic regions. The first region includes the Midwest and Northern Plains. Competition at the wholesale level in this area includes major oil companies, as well as independent refiners and wholesale brokers and/or suppliers. This region has a robust spot market and is influenced by the large refinery center along the Gulf Coast. A second unique marketing region centers near Chicago, Illinois, and includes Illinois, Indiana and eastern Wisconsin. In this region, we principally compete with the major oil companies, as well as independent refiners and wholesale brokers and/or suppliers. Another market region includes Arkansas, Missouri and northern Texas. Competition in this region includes the major oil companies and independent refiners. This region is principally supplied by the Gulf Coast refinery center and is also driven by a strong spot market that reacts quickly to changes in the international and national supply balance. The fourth geographic region includes Colorado, Idaho, Montana, western North Dakota, western South Dakota, Utah and Wyoming. Competition at the wholesale level in this region includes the major oil companies and independent refiners. The fifth region includes much of Oregon and Washington. We compete with the major oil companies in this region, which is known for volatile prices and an active spot market.

A second unique marketing region centers near Chicago, Illinois, and includes Illinois, Indiana and eastern Wisconsin. In this region, we principally compete with the major oil companies, as well as independent refiners and wholesale brokers and/or suppliers.

Another market region includes Arkansas, Missouri and northern Texas. Competition in this region includes the major oil companies and independent refiners. This region is principally supplied by the Gulf Coast refinery center and is also driven by a strong spot market that reacts quickly to changes in the international and national supply balance.

Another geographic region includes Colorado, Idaho, Montana, western North Dakota, western South Dakota, Utah and Wyoming. Competition at the wholesale level in this region includes the major oil companies and independent refiners.

The fifth region includes much of Oregon and Washington. We compete with the major oil companies in this region, which is known for volatile prices and an active spot market.

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Overview

Our Ag segment includes global grain and processing, ag retail ~~(formerly referred to as country operations)~~ and wholesale agronomy businesses. These businesses work together to facilitate production, purchase, sale and eventual use of grain and other agricultural products within the United States and internationally. In fiscal ~~2024~~2025, revenues in our Ag segment were $3027.47 billion after elimination of intersegment revenues.

Operations

Global grain and processing. We are the nation's largest cooperative marketer of grain and oilseed based on grain sales. Our global grain marketing operations purchase grain directly from agricultural producers and elevator operators primarily in the midwestern and western United States and indirectly through our ag retail business. Purchased grain is typically contracted for sale for future delivery at a specified location, and we are responsible for handling the grain and either arranging for or facilitating its transportation to that location. We own and operate export terminals, river terminals and elevators throughout the United States to handle and transport grain and grain products. We also maintain locations in Europe, the Middle East, the Pacific Rim and South America for marketing, merchandising and/or sourcing grains and crop nutrients. We primarily conduct our global grain marketing operations directly, but do conduct some of our operations through joint ventures, including TEMCO, LLC ("TEMCO"), a 50%-owned joint venture with Cargill, Incorporated ("Cargill"), that focuses on exports, primarily to Asia.

Our processing business includes our oilseed processing and renewable fuels production businesses. Oilseed processing is conducted at facilities that crush approximately 144 million bushels of soybeans and canola on an annual basis, producing approximately 3 million short tons of meal and flour and 1.9 billion pounds of edible and inedible oil annually. We purchase oilseeds to be processed from members, other CHS businesses and third parties that have tightly integrated connections with our global grain marketing operations and ag retail business. Our renewable fuels business produces 261 million gallons of fuel-grade ethanol, 70 million pounds of inedible corn oil and 658,000 tons of dried distillers grains with solubles ("DDGS") annually. Renewable fuels produced by our production plants are marketed by our global grain marketing business, along with more than 450 million gallons of ethanol and 5 million tons of DDGS annually under marketing agreements with ethanol production plants.

AgTable ~~retail. Our ag retail business operates 420 agri-operations locations through 27 business units dispersed throughout the midwestern and western United States. Most~~ of these locations purchase grain from farmers and sell agronomy, energy, feed and seed products to those same producers and others, although not all locations provide every product and service. We also manufacture animal feed through nine owned plants and three limited liability companies.Contents

contracted for sale for future delivery at a specified location, and we are responsible for handling the grain and either arranging for or facilitating its transportation to that location. We own and operate export terminals, river terminals and elevators throughout the United States to handle and transport grain and grain products. We also maintain locations in Europe, the Pacific Rim, Latin America and South America for marketing, merchandising and/or sourcing grains and crop nutrients. We primarily conduct our global grain marketing operations directly, but do conduct some of our operations through joint ventures, including TEMCO, LLC ("TEMCO"), a 50%-owned joint venture with Cargill, Incorporated ("Cargill"), that focuses on exports, primarily to Asia.

Our processing business includes our oilseed processing and renewable fuels production businesses. Oilseed processing is conducted at facilities that crush approximately 147 million bushels of soybeans and canola on an annual basis, producing approximately 3.1 million short tons of meal and flour and 1.9 billion pounds of edible and inedible oil annually. We purchase oilseeds to be processed from members, other CHS businesses and third parties that have tightly integrated connections with our global grain marketing operations and ag retail business. Our renewable fuels business annually produces 267 million gallons of fuel-grade ethanol, 71 million pounds of inedible corn oil and 645,000 tons of dried distillers grains with solubles ("DDGS"). Renewable fuels produced by our production plants are marketed by our global grain business, along with more than 300 million gallons of ethanol and 5.1 million tons of DDGS annually under marketing agreements with ethanol production plants.

Ag retail. Our ag retail business operates approximately 400 agri-operations locations through 28 business units dispersed throughout the midwestern and western United States. Most of these locations purchase grain from farmers and sell agronomy, energy, feed and seed products to those same producers and others, although not all locations provide every product and service. We also manufacture animal feed through nine owned plants and three limited liability companies.

Wholesale agronomy. Our wholesale agronomy business includes our wholesale crop nutrients and wholesale crop protection businesses. Our wholesale crop nutrients business delivers products directly to our customers and our ag retail business from the manufacturer or through our 11 warehouse terminals and other nonowned storage facilities located throughout the United States. To supplement what is purchased domestically, our Galveston, Texas, deepwater port and terminal receives fertilizer from vessels originating in Europe and Asia where significant volumes of urea are produced. The fertilizer is then shipped by rail to destinations within crop-producing regions of the United States. Our wholesale crop protection business operates out of our network of 28 warehouses from which we deliver products directly to our member cooperatives and independent retailers. We also operate a bulk chemical rail terminal in Brooten, Minnesota, where we handle and store crop protection products for some of the crop protection industry's largest chemical manufacturers. This facility has more than 6 million gallons of chemical storage capacity.

Products and Services

Our Ag segment provides member cooperatives and farmers with the inputs and services they need to produce grain and raise livestock. These include seed, crop nutrients, crop protection products, animal feed, animal health products, refined fuels and propane. We also buy and merchandise grain in both domestic and international markets. With a portion of the grain we purchase, we produce renewable fuels, including ethanol, and DDGS. We also produce refined soy and canola oils, soybean meal, canola meal and soyflour at our processing facilities.

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Sales and Marketing: Customers

Our Ag segment provides products and services to a wide range of customers, primarily in the United States. These customers include member and nonmember producers, member cooperatives, elevators, grain dealers, grain processors and crop nutrient and crop protection retailers. We sell our edible soy and canola oils and soyflour to food companies and our inedible oils may be sold to energy companies. The soybean meal and canola meal we produce is sold to integrated livestock producers and feed mills. The ethanol and DDGS we produce are sold throughout the United States and to international customers.

Industry: Competition

Most of the business activities in our Ag segment are highly seasonal and, consequently, the operating results for our Ag segment vary throughout the year. For example, our ag retail business generally experiences higher volumes and revenues during the spring planting and fall harvest seasons and our agronomy business generally experiences higher volumes and revenues during the spring planting season. In addition, our Ag segment operations may be adversely affected by relative levels of supply and demand, both domestic and international, commodity price levels and transportation costs and conditions. Supply is affected by weather conditions, plant disease, insect damage, acreage planted, wars and civil unrest, and government regulations and policies. Demand may be affected by foreign governments and their programs, relationships of foreign countries with the United States, affluence of foreign countries, wars and civil unrest, currency exchange fluctuations and substitution of commodities. Demand may also be affected by changes in eating habits, population growth, per capita consumption of some products, federal and state policies, and renewable fuels production levels and state and federal incentives.

Regulation. Our Ag operations are subject to laws and related regulations and rules designed to protect the environment that are administered by the EPA, DOT and similar government agencies. These laws, regulations and rules govern, among other things, discharge of materials into the environment, including air and water; reporting storage of hazardous wastes and other hazardous materials; transportation, handling and disposal of wastes and other materials; labeling of pesticides and similar substances; and investigation and remediation of the release of hazardous materials. In addition, environmental laws impose a liability on owners and operators for investigation and remediation of contaminated property and on a party that sends hazardous materials to those contaminated properties for treatment, storage, disposal or recycling. In some instances, that liability exists regardless of fault. Our global grain and processing and ag retail businesses are also subject to laws and related regulations and rules administered by the U.S. Department of Agriculture, the U.S. Food and Drug Administration and other federal, state, local and foreign governmental agencies that govern processing, packaging, storage, distribution, advertising, labeling, and quality and safety of feed and grain products. Failure to comply with these laws, regulations and rules could subject us to administrative penalties, injunctive relief, civil remedies and possible product recalls. The hedging transactions and activities of our global grain and processing and ag retail businesses are subject to the rules and regulations of the exchanges we use and to the governing bodies, such as the CME, the Chicago Board of Trade ("CBOT"), the Minneapolis Grain Exchange ("MGEX") and the CFTC.4

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countries with the United States, affluence of foreign countries, wars and civil unrest, currency exchange fluctuations and substitution of commodities. Demand may also be affected by changes in eating habits, population growth, per capita consumption of some products, federal and state policies, and renewable fuels production levels and state and federal incentives.

Competition. In our Ag segment, we have significant competition in the businesses in which we operate based principally on price, services, quality, patronage and alternative products. Our businesses depend on relationships with member cooperatives and private retailers; proximity to customers and producers; competitive pricing; and safety of food, feed and grain products. We compete with other large distributors of agricultural products, as well as with regional or local distributors, cooperatives, retailers and manufacturers.

NITROGEN PRODUCTION

Overview

Our Nitrogen Production segment consists of our approximate 8.438% membership interest (based on product tons) in CF Nitrogen, our strategic venture with CF Industries Holdings, Inc. ("CF Industries"), and allocated expenses. In connection with our investment in CF Nitrogen, we entered into a supply agreement with CF Nitrogen that entitles us to purchase up to 1.1 million tons of granular urea and 580,000 tons of urea ammonium nitrate ("UAN") annually for ratable delivery through fiscal 2096. We account for our CF Nitrogen investment using the hypothetical liquidation at book value method. On August 31, ~~2024~~2025, our investment was approximately $2.5 billion. See Note 6, Investments, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.

We believe our investment in CF Nitrogen positions CHS and our members for long-term, dependable fertilizer supply, supply chain efficiency and production economics. In addition, the ability to source products from CF Nitrogen production facilities under our supply agreement benefits our members and customers through strategically positioned access to essential fertilizer products.

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Operations

CF Nitrogen has six production facilities located in Donaldsonville, Louisiana; Port Neal, Iowa; Medicine Hat, Alberta, Canada; Yazoo City, Mississippi; and Woodward and Verdigris, Oklahoma. Natural gas is the principal raw material and primary fuel source used in the ammonia production process. CF Nitrogen has access to competitively priced natural gas through a reliable network of pipelines connected to major natural gas trading hubs near its production facilities.

Products and Services

CF Nitrogen produces nitrogen-based products, including methanol, UAN, urea and related products.

Sales and Marketing: Customers

CF Nitrogen has three customers, which are CHS and two consolidated subsidiaries of CF Industries.

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Industry: Competition

Regulation. CF Nitrogen is subject to laws and related regulations and rules designed to protect the environment administered by the EPA and similar government agencies. These laws, regulations and rules govern, among other things, discharge of materials into the environment, including air and water; reporting storage of hazardous wastes and other hazardous materials; handling and disposal of wastes and other materials; and investigation and remediation of the release of hazardous materials. In addition, environmental laws impose a liability on owners and operators for investigation and remediation of contaminated property and on a party that sends hazardous materials to those contaminated properties for treatment, storage, disposal or recycling. In some instances, that liability exists regardless of fault.

Competition. CF Nitrogen competes primarily on delivered price and, to a lesser extent, on customer service and product quality. CF Nitrogen competes domestically with large companies in the fertilizer industry. There is also is significant competition from products sourced from other regions of the world.

CORPORATE AND OTHER

CHS Capital. Our wholly-owned financing subsidiary, CHS Capital, LLC ("CHS Capital"), provides member cooperatives with loans that meet commercial agriculture needs. These loans include operating, term, revolving and other short- and long-term options. CHS Capital also provides loans to individual producers for crop inputs, feed and hedging-related margin calls. Producer operating loans are also offered in strategic geographic regions.

CHS Hedging. Our wholly-owned commodity brokerage subsidiary, CHS Hedging, LLC ("CHS Hedging"), is a registered, CFTC-regulated futures commission merchant ("FCM") and a clearing member of the CBOT, CME, NYMEX and ~~MGEX~~MIAX. CHS Hedging provides ~~consulting services and~~ commodity risk management services primarily in the grains, oilseeds, fertilizer, livestock, dairy and energy markets. CHS Hedging is also the FCM for the majority of our commodity futures trading.

~~Foods.~~CHS ~~Ventura~~Market ~~Foods~~Advisors. isOur awholly-owned ~~joint~~commodity ~~venture~~trading ~~between~~advisor ("CTA"), CHS ~~and~~Market ~~Mitsui & Co.~~Advisors, ~~with~~LLC ~~each~~("CHS ~~company~~Market ~~owning~~Advisors"), ~~50%~~is ~~interest.~~registered ~~Ventura~~with ~~Foods~~the ~~produces~~CFTC and ~~distributes~~a ~~edible~~member ~~oil-based~~of ~~products.~~the WeNational ~~account~~Futures ~~for~~Association ~~our~~("NFA"). ~~investment~~It inprovides ~~Ventura~~global ~~Foods~~research ~~using~~and ~~the~~analysis, ~~equity~~fertilizer ~~method~~consulting ~~of accounting,~~ and ~~the~~energy ~~investment~~consulting ~~balance was equal~~ to ~~$511.2~~agricultural ~~million~~producers onand ~~August 31, 2024~~agribusinesses. ~~See~~These ~~Note~~services 6,are ~~Investments,~~designed ~~of the notes~~ to ~~the~~help ~~consolidated~~customers ~~financial~~navigate ~~statements~~market ~~that~~volatility ~~are~~and ~~included~~make ininformed ~~this~~risk ~~Annual~~management ~~Report on Form 10-K for additional information~~decisions.

~~Wheat milling~~Foods. ~~Ardent~~Ventura ~~Mills,~~Foods ~~the largest flour miller in the United States,~~ is a joint venture ofbetween CHS, ~~Cargill~~ and ~~Conagra~~Mitsui ~~Brands,~~& ~~Inc~~Co., ~~("Conagra")~~Ltd., ~~In connection~~ with ~~the~~each ~~Ardent~~company ~~Mills~~owning ~~joint~~50% ~~venture,~~interest. ~~CHS,~~Ventura ~~Cargill~~Foods ~~and~~produces ~~Conagra have various ancillary~~ and ~~noncompete~~distributes ~~agreements~~edible ~~including,~~oil-based ~~among other things, an agreement for us to supply Ardent Mills with certain wheat and durum~~ products. We ~~hold a 12% interest in Ardent Mills and~~ account for our investment asin anVentura ~~equity~~Foods ~~method~~using ~~investment~~the ~~due~~equity tomethod ~~our ability to exercise significant influence by appointing a member~~ of ~~the~~accounting, ~~board of shareholders~~ and ~~board~~the ofinvestment ~~managers~~balance ofwas ~~Ardent~~equal ~~Mills~~to $527.2 Onmillion on August 31, ~~2024, our investment in Ardent Mills was $234~~2025.0 ~~million.~~ See Note 6, Investments, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.

Wheat milling. Ardent Mills, the largest flour miller in the United States, is a joint venture of CHS, Cargill and Conagra Brands, Inc. ("Conagra"). In connection with the Ardent Mills joint venture, CHS, Cargill and Conagra have various ancillary and noncompete agreements including, among other things, an agreement for us to supply Ardent Mills with certain wheat and durum products. We hold a 12% interest in Ardent Mills and account for our investment as an equity method investment due to our ability to exercise significant influence by appointing a member of the board of shareholders and board of managers of Ardent Mills. On August 31, 2025, our investment in Ardent Mills was $237.1 million. See Note 6, Investments, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.

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HUMAN CAPITAL RESOURCES

Our human capital resources objectives include identifying, attracting, retaining, developing, incentivizing and onboarding our current and new employees. We monitor our progress toward these objectives by measuring human capital metrics such as engagement, total and regrettable turnover, hiring statistics and overall cost of human resources delivery. In addition to these objectives, we also promote a culture focused on our value of inclusion, provide learning and development opportunities, help maintain the health and safety of our employees, encourage community involvement and offer competitive pay and benefits. Additional information regarding our employee population and human capital strategies is described below.

Employee population. On August 31, ~~2024~~2025, we had 10,~~730~~683 full-time, part-time, temporary and seasonal employees, primarily in the United States. Of that total, 2,~~426~~047 were employed in our Energy segment, 5,~~859~~604 were employed in our Ag segment and 23,~~445~~032 were employed in Corporate and Other. In addition to those individuals directly employed by us, many individuals work for or support our joint ventures, including CF Nitrogen in our Nitrogen Production segment and Ventura Foods and Ardent Mills in our Corporate and Other category, and are not included in these totals. As of August 31, 2024, we had 11 collective bargaining agreements with unions covering approximately 8% of our employees in the United States and expiring on various dates through May 31, 2027. We believe our relations with our employees are strong. We value our employees and believe that employee passion for our work and employee engagement are key elements of our operating performance.

Inclusion and diversity. The CHS value of inclusion compels us to create a work environment where excellence and growth stem from diverse thinking. Our goal is to foster a workplace where diverse thinking, voices and backgrounds yield better employee experiences, business performance and business outcomes. In addition to working on modeling inclusive behaviors that positively impact our workplace and communities, we follow our enterprisewide strategic plan to improve inclusion and diversity at CHS. We sponsor and support employee resource groups made up of individuals who join together to promote inclusion and diversity, while providing our employees opportunities to strengthen relationships, learn through educational and networking opportunities that focus on development, help local communities and engage with others across CHS. These employee resource groups include Harvest Pride, which promotes a safe, connected and empowered LGBTQA+ community across CHS; Mozaiko, which promotes ethnic diversity and inclusion at CHS while supporting an inclusive environment for all employees; VERG, which provides support, camaraderie and resources for employees formerly or currently serving in the military and their families; Women in Leadership, which supports women in the workplace to grow personally and professionally; and CultivateHER, a cohort within Women in Leadership, which supports women across our Ag segment. 6

Learning and development. We are committed to investing in our employees to help them build knowledge, develop skills and achieve their career goals. In addition to regular performance evaluations and annual development plans that provide employees with feedback and growth opportunities, employees at CHS have access to learning tools, programs and other opportunities for growth. These include access to on-demand learning modules; internal and external training programs that cover topics such as continuous improvement, public speaking, professional sales skills and change management; participation in a mentoring program and development coaching; tuition and professional certification reimbursement; as well as other opportunities focused on developing current and future leaders of CHS.

Health and safety. Safety is one of our core values. At CHS, safety is about more than just following the rules; it is about doing things the right way and remembering that no job is so critical that it warrants safety risks. In addition to safety programs designed specifically for individual facilities with operational hazards related to grain, feed, seed, agronomy, petroleum, warehouses and retail operations, we also provide certain employee groups with additional training opportunities such as a defensive driving program. Beyond developing defined safety programs and training opportunities, we monitor our incident rates in comparison to previous years and industry averages, as published by the Bureau of Labor Statistics. During fiscal 2024, our Occupational Safety and Health Administration ("OSHA") incident rate was 2.7 incidents per 100 full-time workers, as compared to an average of 2.9 incidents per 100 full-time workers during the three previous years, a reduction of 8%. Additionally, our lost-time injury rate was 0.9 incidents per 100 full-time workers, which matches our three-year average, and our DOT crash rate remained in the top 10% (most favorable) of all carriers in our industry segment for the third consecutive year.

Community involvement. As a cooperative, we are committed to making a measurable impact in our communities through our giving investments. In addition to our charitable foundation and annual giving campaign, which provide financial support to our communities, eligible employees also receive paid time off to make a difference in our communities through volunteer activities. During fiscal 2024, we gave approximately $7.3 million in charitable donations through our charitable foundation and corporate giving activities.

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~~Compensation~~Foods and ~~benefits.~~Ardent WeMills ~~have~~in ~~designed~~ our ~~compensation~~Corporate and ~~benefits~~Other ~~programs~~category, ~~to attract~~ and ~~retain~~are ~~qualified~~not ~~employees~~included ~~and~~in tothese ~~motivate~~totals. ~~employees~~As toof ~~optimize~~August 31, ~~member-owner~~2025, ~~returns~~we ~~and~~had to11 ~~achieve~~collective ~~our~~bargaining ~~short-~~agreements ~~and~~with ~~long-term~~unions ~~strategies.~~covering Inapproximately ~~addition~~8% toof ~~offering~~our ~~competitive~~employees ~~compensation~~in ~~that~~the ~~includes~~United ~~annual~~States ~~variable~~and ~~pay~~expiring ~~linked~~on tovarious ~~company~~dates ~~and~~through ~~individual~~February ~~employee performance~~29, we2028. ~~also~~We ~~offer~~believe aour ~~wide~~relations ~~array~~with ofour ~~benefits~~employees ~~programs~~are ~~that~~strong. ~~include~~We ~~health~~value ~~insurance~~our employees and ~~wellness~~believe ~~benefits;~~that ~~retirement~~employee ~~benefits,~~passion ~~including a company-matched 401(k) contribution and a pension~~ for ~~qualifying~~our ~~employees;~~work ~~paid time off~~ and ~~family~~employee ~~leave;~~engagement ~~and~~are ~~employee~~key ~~assistance~~elements ~~programs,~~of ~~including~~our ~~adoption~~operating ~~assistance~~performance.

Inclusion. The CHS value of inclusion compels us to create a work environment where excellence and growth stem from diverse thinking. Our goal is to foster an inclusive culture where everyone is welcomed, respected and empowered to succeed. We believe different perspectives and experiences enable innovation, collaboration, and drive growth. We live our value of inclusion by empowering both leaders and employees to model inclusive behaviors - creating openness, welcoming differences, and leading with bravery. Engagement is further strengthened through our five Employee Resource Groups (ERGs), which are voluntary, employee-led groups open to all employees. These groups promote an inclusive and cooperative work environment by creating opportunities to network and build relationships. Externally, we partner with organizations to create awareness about CHS and build a broad talent pipeline for agriculture. We know that we must attract the best new talent to serve global markets effectively.

Health and safety. Safety is one of our core values. At CHS, safety is about more than just following the rules; it is about doing things the right way and remembering that no job is so critical that it warrants safety risks. In addition to safety programs designed specifically for individual facilities with operational hazards related to grain, feed, seed, agronomy, petroleum, warehouses and retail operations, we also provide certain employee groups with additional training opportunities such as a defensive driving program. Beyond developing defined safety programs and training opportunities, we monitor our incident rates in comparison to previous years and industry averages, as published by the Bureau of Labor Statistics. During fiscal 2025, our Occupational Safety and Health Administration ("OSHA") incident rate was 2.7 incidents per 100 full-time workers, as compared to an average of 2.9 incidents per 100 full-time workers during the three previous years, a reduction of 8%. Additionally, our lost-time injury rate was 1.0 incidents per 100 full-time workers, in line with our three-year average.

Community involvement. As a cooperative, we are committed to making a measurable impact in our communities through our giving investments. In addition to our charitable foundation and annual giving campaign, which provide financial support to our communities, eligible employees also receive paid time off to make a difference in our communities through volunteer activities. During fiscal 2025, we gave approximately $8.7 million in charitable donations through our charitable foundation, corporate giving activities, and employee volunteer time-off program.

Compensation and benefits. We have designed our compensation and benefits programs to attract and retain qualified employees and to motivate employees to optimize member-owner returns and to achieve our short- and long-term strategies. In addition to offering competitive compensation that includes annual variable pay linked to company and individual employee performance, we also offer a wide array of benefits programs for qualifying employees that include health insurance and wellness benefits; retirement benefits, including a company-matched 401(k) contribution, profit sharing and a pension; paid time off and paid leaves; adoption assistance; and employee assistance programs, including an employee support fund.

CHS AUTHORIZED CAPITAL

We are an agricultural membership cooperative organized under Minnesota cooperative law to do business with member and nonmember patrons.

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ITEM 1A. RISK FACTORS

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS

OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Annual Report on Form 10-K contains and our other publicly available documents may contain, and our officers, directors and other 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 our current beliefs, expectations and assumptions regarding the future of our 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 our control. Our 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 forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements are discussed or identified in our public filings made with the SEC, including in this "Risk Factors" discussion. Any forward-looking statements made by us in this Annual Report on Form 10-K are based only on information currently available to us and speak only as of the date on which the statement is made. We undertake no obligation to publicly 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.

Reference to this cautionary statement (the "Cautionary Statement") in the context of a forward-looking statement shall be deemed to be a statement that any one or more of the following factors may cause actual results to differ materially from those indicated in the forward-looking statement.

The following risk factors are in addition to any other cautionary statements, written or oral, which may be made or referred to in connection with any particular forward-looking statement. The following risk factors should not be construed as exhaustive. Additional risks and uncertainties not currently known to us or that we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations.

Risks Related to Operating Our Business

Our revenues, results of operations and cash flows could be materially and adversely affected by changes in commodity prices.

Our revenues, results of operations and cash flows are affected by market prices for commodities such as crude oil, natural gas, ethanol, fertilizer, grain, oilseed, flour, and crude and refined vegetable oils. Commodity prices generally are affected by a wide range of factors beyond our control, including weather, plant disease, insect damage, drought, availability and adequacy of supply, availability of reliable rail and river transportation networks, industry labor availability, outbreaks of disease, inflation, increased or fluctuating tariffs, government regulation and policies, global trade disputes, international conflicts and general political and economic conditions. We are also exposed to fluctuating commodity prices as the result of our inventories of commodities, typically grain, fertilizer and petroleum products, and purchase and sale contracts at fixed or partially fixed prices. At any time, our inventory levels and unfulfilled fixed or partially fixed price contract obligations may be substantial. We have processes in place to monitor exposures to these risks and engage in strategies, such as hedging, to manage these risks. If these controls and strategies are not successful in mitigating our exposure to these fluctuations, we could be materially and adversely affected. For example, fluctuations in commodity prices may result in significant noncash losses being incurred on our commodity-based derivatives, which may in turn materially and adversely affect our operating results. In addition, changes in market prices for commodities that we purchase without a corresponding change in the selling prices of those products can affect revenues and operating earnings. Similarly, increased or decreased sales volumes without a corresponding change in the purchase and/or selling prices of those products can affect revenues and operating earnings.

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example, fluctuations in commodity prices may result in significant noncash losses being incurred on our commodity-based derivatives, which may in turn materially and adversely affect our operating results. In addition, changes in market prices for commodities that we purchase without a corresponding change in the selling prices of those products can affect revenues and operating earnings. Similarly, increased or decreased sales volumes without a corresponding change in the purchase and/or selling prices of those products can affect revenues and operating earnings.

In our energy operations, profitability depends largely on the margin between the cost of crude oil that we refine and the selling prices we obtain for our refined products. The prices for crude oil and for gasoline, diesel fuel and other refined petroleum products fluctuate widely. Factors influencing these prices, many of which are beyond our control, include:

•levels of worldwide and domestic supplies;

•capacities of domestic and foreign refineries;

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•ability of members of the Organization of Petroleum Exporting Countries ("OPEC") and other countries that are significant producers of oil to agree to and maintain oil price and production controls, and the price and level of imports;

•disruption in supply;

•political instability or conflict in oil-producing regions;

•levels of energy conservation efforts;

•level of demand from consumers, agricultural producers and other customers;

•price and availability of alternative fuels;

•availability of pipeline capacity; and

•domestic and foreign governmental regulations and taxes.

Many of these factors have resulted in significant volatility in crude oil, refined petroleum products and natural gas supplies and prices. We expect that volatility to continue in fiscal ~~2025~~2026. The long-term effects of this volatility and other conditions on the prices of crude oil, refined petroleum products and natural gas are uncertain and ever-changing. Increases in crude oil prices without a corresponding increase in the prices of our refined petroleum products, and decreases in crude oil prices with larger corresponding decreases in the prices of our refined petroleum products, would reduce our net income. Accordingly, we expect our margins and the profitability of our energy business to fluctuate, possibly significantly, over time. Our renewable fuels business produces ethanol, which is closely related to, or may be substituted for, petroleum products, and may be blended into gasoline to increase octane content. Therefore, the selling price of ethanol can be impacted by the selling prices of gasoline, diesel fuel and other octane enhancers. A significant decrease in the price of gasoline, diesel fuel or other octane enhancers could result in a significant decrease in the selling price of ethanol, which could adversely affect our revenues and operating earnings. In addition, we expect the volume of renewable fuels produced by our competitors to increase going forward. As the market for renewable fuels becomes more competitive, or if there are changes in the regulations, policies or standards affecting the demand for renewable fuels, our renewable fuels business may experience increased volatility in product margins, which could adversely affect our operating earnings.

We are subject to political, economic, legal and other risks of doing business globally.

We are a global business and are exposed to risks associated with having global operations. These risks include, but are not limited to, risks relating to terrorism, war or civil unrest; changes in a country's or region's social, economic or political conditions; changes in local labor conditions and regulations; changes in safety and environmental regulations; changes in regulatory or legal environments; expropriation or impoundment of assets; restrictions on currency exchange activities and currency exchange fluctuations; price and export controls or bans on commodities; taxes; doing business in countries or regions with inadequate infrastructure; and logistics challenges. In addition, some countries where we operate lack well-developed legal systems or have not adopted clear legal and regulatory frameworks. This lack of legal certainty exposes our operations to increased risks, including increased difficulty in enforcing our agreements in those jurisdictions and increased risk of adverse actions by local government authorities, such as unilateral or forced renegotiation, modification or nullification of existing agreements or expropriations.

Ongoing wars and global conflicts may adversely affect our business, financial condition and results of operations.

InConflicts ~~February 2022, Russia invaded Ukraine and~~ in ~~October 2023~~Ukraine, ~~conflict escalated in~~ the Middle East ~~between Israel and Hamas~~, ~~along with~~ the Red Sea. ~~The war between Russia~~ and ~~Ukraine~~other ~~and~~regions ~~escalation of conflict in the Middle East~~ have resulted in significant uncertainty and instability in the global commodities markets, including agricultural commodities and crude oil. In response to the ~~Russia-Ukraine~~invasion ~~war~~of Ukraine, the United States and other North Atlantic Treaty Organization ("NATO") member states, as well as nonmember states, announced economic sanctions targeting Russia and certain Russian citizens and enterprises, including several large banks. Continuation of ~~the~~escalation ~~war~~could ~~may~~lead ~~trigger~~to aadditional ~~series~~economic ofand ~~additional~~other ~~economic~~sanctions imposed by the United States, NATO member states and other countries. Although we do not maintain operations in Russia, sanctions have caused inflationary pressures and impacted our ability to purchase fertilizer in the global market and put us at increased risk of inadvertently trading with a sanctioned partner.

Global conflicts also increase the risk of cybersecurity incidents. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect our operations. Proliferation of malware from the war into systems unrelated to the war, or cyberattacks against U.S. companies in retaliation for U.S. sanctions or involvement in global conflicts could adversely affect our operations and heighten the risk of cyberattacks against the U.S. and global companies and infrastructure.

In addition, these global conflicts could also draw military or other intervention from additional countries and/or additional sanctions imposed by governments that restrict business with specific persons, organizations or countries with respect to certain products or services. If such escalation should occur or such sanctions are imposed, supply chains, trade

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~~sanctions~~routes ~~enacted by the United States, other NATO member states~~ and ~~other~~markets ~~countries.~~currently Inserved ~~response,~~by ~~Russia~~us ~~has~~could ~~announced~~be ~~export~~adversely ~~bans on various products~~affected, ~~including~~which ~~agricultural commodities. Although we do not maintain operations~~ in ~~Russia,~~turn itcould ismaterially aand ~~significant~~adversely ~~source~~affect ofour ~~fertilizer~~business ~~for~~operations ~~global markets. Such sanctions have caused inflationary pressures~~ and ~~impacted~~financial ~~our~~performance. ~~ability~~Furthermore, ~~to purchase fertilizer in~~ the ~~global~~actions ~~market.~~undertaken Ifby ~~our~~various ~~ability~~nations ~~to purchase fertilizer~~ in ~~the~~response ~~global market continues~~ to bethese ~~impacted~~conflicts byhave ~~those~~had, ~~sanctions~~and ormay bycontinue ~~other~~to ~~factors~~have, ~~it could have a material~~ adverse ~~effect~~impacts on ~~our~~global ~~business~~financial ~~and operations~~markets. ~~In addition, such sanctions put us at increased risk of inadvertently trading with a sanctioned partner.~~

We ~~maintain~~may ~~limited~~also ~~operations~~experience innegative ~~Ukraine~~reactions from our members, ~~which~~shareholders, islenders, aemployees, ~~key~~customers ~~international~~or ~~grain-originating~~other ~~region.~~stakeholders ~~Our~~as ~~operations~~a inresult ~~Ukraine~~of ~~have~~our ~~been~~action ~~dramatically~~or ~~disrupted~~inaction ~~because~~related ofto global conflicts. Even if the ~~war;~~wars ~~however~~and global conflicts moderate or resolutions are reached, we expect that we will continue to ~~originate~~experience ~~grain~~ongoing infinancial ~~Ukraine~~and ~~for~~operational ~~safe~~impacts ~~transit~~resulting ~~through~~from ~~our~~these ~~Romanian~~conflicts ~~export~~for ~~channels~~the foreseeable future. ~~The~~Additionally, ~~ongoing~~certain ~~war~~of ~~could~~the ~~cause~~economic ~~harm~~and toother ~~our~~sanctions ~~employees~~imposed, ~~and~~or ~~otherwise~~that ~~impair~~may ~~their~~be ~~ability~~imposed, toagainst ~~work~~participants ~~for~~in ~~extended~~the ~~periods~~wars ofand ~~time,~~global asconflicts ~~well~~and astheir ~~disrupt~~citizens ~~telecommunications~~and ~~systems,~~enterprises ~~banks~~may ~~and~~continue ~~other~~for ~~critical~~a ~~infrastructure~~period ~~necessary~~of totime ~~conduct~~after ~~business~~any inresolution ~~Ukraine~~has been reached.

The risk of cybersecurity incidents has also increased in connection with the ongoing war between Russia and Ukraine, including cyberattacks against the Ukrainian government and other countries in the region. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect our operations. Proliferation of malware from the war into systems unrelated to the war, or cyberattacks against U.S. companies in retaliation for U.S. sanctions against Russia or U.S. support of Ukraine, could also adversely affect our operations.

The war between Russia and Ukraine and escalation of conflict in the Middle East could also draw military or other intervention from additional countries, which could lead to much larger wars, conflicts and/or additional sanctions imposed by the United States government and other governments that restrict business with specific persons, organizations or countries with respect to certain products or services. If such escalation should occur or such sanctions are imposed, supply chains, trade routes and markets currently served by us could be adversely affected, which in turn could materially adversely affect our business operations and financial performance. Furthermore, the actions undertaken by western nations in response to Russia's actions have had, and may continue to have, adverse impacts on global financial markets.

We may also experience negative reactions from our members, shareholders, lenders, employees, customers or other stakeholders as a result of our action or inaction related to the war between Russia and Ukraine or the escalation of conflict in the Middle East.

Even if the war and global conflicts moderate or resolutions are reached, we expect that we will continue to experience ongoing financial and operational impacts resulting from these conflicts for the foreseeable future. Additionally, certain of the economic and other sanctions imposed, or that may be imposed, against participants in the war and global conflicts and its citizens and enterprises may continue for a period of time after any resolution has been reached.

Our business and operations and demand for our products are highly dependent on certain global and regional factors that are outside our control and could adversely impact our business.

Demand for our products is affected by global and regional demographics and macroeconomic conditions, including population growth rates and changes in standards of living. A significant downturn in global economic growth or recessionary conditions in major geographic regions may lead to reduced demand for our products and services, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. Weak global economic conditions and adverse conditions in financial and capital markets may adversely impact the financial condition and liquidity of some of our customers, suppliers, the financial institutions that serve as our lenders and other counterparties, which could have a material adverse effect on our customers' abilities to pay for our products and on our business, financial condition, liquidity, results of operations and prospects.

The economic health of the agricultural industry is influenced by numerous factors, including farm income levels. Farm income is influenced by numerous factors outside our control, including commodity prices, crop yields, input costs, farmland values, government policies and subsidies, debt and financing costs, and weather and climate conditions. Declines in farm income, including those experienced recently as a result of trade policy or other global and regulatory factors, can reduce producers’ cash flows, pressure farmland values, and limit investment in equipment and related products. Downturns in the agricultural industry of this nature have in the past resulted in, and may in the future result in, our members exiting their farming and other agricultural business activities, which could in the future materially and adversely affect our business, results of operations and financial condition.

Additionally, planted acreage and consequently the volume of crop nutrient and crop protection products applied, is partially dependent on government programs, grain prices and the perception held by producers of demand for production, all of which are outside our control. Moreover, our business and operations may be affected by fluctuations in freight and logistics costs, disruptions in supply channels between parties and locations that include our suppliers, production and storage facilities, tolling and packaging partners, distributors and customers, and weather conditions, including those due to climate change, that are outside our control. The following are examples of factors that could impact our businesses.

•Weather conditions during the spring planting season and early summer crop nutrient and crop protection application season affect agronomy product volumes and profitability.

•Adverse weather conditions, such as drought, heavy snowfall or rainfall and any flooding that results, may cause transportation delays and increased transportation costs or damage physical assets, especially facilities in low-lying areas near coasts and riverbanks or situated in hurricane-prone and/or rain-susceptible regions.

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•Changes in weather patterns may shift periods of demand for products or regions in which our products are produced or distributed, which could require us to revise our procurement and distribution processes.

•Significant changes in water levels (up or down, as a result of flooding, drought or otherwise), including recent low water levels in the U.S. river system and in the Panama Canal (which have delayed shipping in these locations resulting in an increase in shipping costs), may cause changes in agricultural activity, which could require changes to our operating and distribution activities, as well as significant capital improvements to our facilities.

•Climate change may cause changes in weather patterns and conditions, including changes in rainfall and storm patterns and intensities, water shortages, changes in sea levels and changes in temperature levels, all of which could adversely impact our costs and business operations; the location, cost and competitiveness of commodity agricultural production; related storage and processing facilities; dock availability; and demand for agricultural commodities, and may result in incidents of stranded physical assets. The frequency and severity of the effects of climate change and changes in weather patterns have been increasing. These effects could significantly reduce demand for the products we sell to or buy from agricultural producers and local cooperatives, and therefore could adversely impact our results of operations, liquidity or capital resources.

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•We may experience increased insurance premiums and deductibles or decreases in available coverage for our assets in areas subject to adverse weather conditions.

Additionally, there will likely be increased strains on and risks to the integrity, reliability and resilience of electrical grids and increased volatility and tightness in natural gas and electricity supplies across the world. These events could negatively affect the cost, reliability, and availability of our natural gas and electricity supplies and may cause sporadic outages disrupting our operations. Growing electrification and rapidly developing and increasing technology use (such as artificial intelligence, computer processing, cryptocurrency mining, ~~and~~ cloud storage, ~~and the~~ data centers and power supplies required to support these activities) will also likely increase the intermittency and decrease the reliability of electricity supplies, particularly for grids highly dependent upon wind and solar power, which would exacerbate the foregoing challenges. Emerging sustainability, new regulations and other environmental priorities outside our control could also affect agricultural practices and future demand for agronomy products applied to crops and the volume of any such application. These priorities could also impact demand for our grain and energy products, and may require us to incur additional costs for increased due diligence and reporting. Accordingly, factors outside our control could materially and adversely affect our revenues, results of operations and cash flows.

Inflation may result in increased costs, which could have a material and adverse effect on our results of operations.

We have experienced and anticipate continued effects of inflation on costs such as labor, freight, natural gas and materials. In response to global inflationary pressures, the U.S. Federal Reserve and foreign equivalents have maintained higher interest rates, which has resulted in continued uncertainty and volatility in global financial markets and increased borrowing costs under certain of our credit facilities~~, including our five-year revolving credit facility and our 10-year term loan facility~~. Inflation and its impacts, many of which are beyond our control, could escalate in the future. To mitigate commodity cost increases, we have implemented various strategies that include, among other things, entering into contracted pricing with certain vendors, procuring commodities in periods of favorable market conditions and entering into various derivative instruments. These actions may, in part, mitigate these increased costs, but even by increasing our product prices and passing some or all of our increased costs to customers or implementing cost saving efforts, we may not be able to fully offset these increased costs. Additionally, increased prices may not be sustainable over time and may result in reduced sales volumes. Accordingly, inflationary pressures could have a material and adverse effect on our results of operations. There can be no guarantee that our efforts to mitigate commodity cost increases due to inflationary pressures will be effective or, if they are effective, that they will have a material impact on maintaining or reducing costs.

We participate in highly competitive business markets and we may not be able to continue to compete successfully, which could have a material adverse effect on us.

We operate in highly competitive business segments and our competitors may succeed in developing new or enhanced products that are better than ours, may be more successful in marketing and selling their products than we are, or may have more effective supply chain capabilities than we have. Competitive factors include price, service level, proximity to markets, access to transportation, product quality, marketing and risk management. In particular, competitive pressures may restrict our ability to increase prices and maintain those price increases, including price increases made in response to commodity and other cost increases. We may experience delays between the time that we take inflation-related pricing actions and the time that we realize the impact of those actions on our margins and results of operations. In our business segments, we compete with companies that are larger and better known than we are and have greater marketing, financial, personnel and other resources than we do. For example, in conjunction with the recent increase in demand for renewable diesel feedstocks, we have experienced added competition for soybean oil refining capacity from traditional petroleum companies. As a result, we may not be able to continue to compete successfully, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

Our revenues, margins, results of operations and cash flows could be materially and adversely affected if our members were to do business with other companies rather than with us.

We do not have an exclusive relationship with our members, and our members are not obligated to supply us with their products or purchase products from us. Our members often have a variety of distribution outlets and product sources available to them. If our members were to sell their products to other purchasers or purchase products from other sellers, our revenues, margins, results of operations and cash flows could be materially and adversely affected.

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be able to continue to compete successfully, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

Our revenues, margins, results of operations and cash flows could be materially and adversely affected if our members were to do business with other companies rather than with us.

We do not have an exclusive relationship with our members, and our members are not obligated to supply us with their products or purchase products from us. Our members often have a variety of distribution outlets and product sources available to them. If our members were to sell their products to other purchasers or purchase products from other sellers, our revenues and margins would decline and our results of operations and cash flows could be materially and adversely affected.

If our customers choose alternatives to our refined petroleum products, our revenues, results of operations and cash flows could be materially and adversely affected.

Numerous energy sources could serve as alternatives to our gasoline, diesel fuel and other refined petroleum products. If any of these alternative products become more economically viable or preferable to our customers for environmental or other reasons, demand for our energy products would decline. In addition, many governments have imposed, and in the future may impose, policies and regulations aimed at decreasing reliance on petroleum-based products, which could reduce demand for our energy products. In addition, a number of companies have announced their intention to phase out production of gasoline- and diesel-powered light-duty vehicles by the mid-2030s. While these phaseouts primarily impact light-duty vehicles outside our primary markets, they are expected to accelerate the decline in demand for gasoline, diesel fuel and other refined petroleum products. Declining demand for our energy products, particularly diesel fuel sold for farming and other heavy-duty equipment applications, could materially and adversely affect our revenues, results of operations and cash flows.

Consolidation among producers of products we purchase and customers for products we sell could materially and adversely affect our revenues, results of operations and cash flows.

Consolidation has occurred among the producers and manufacturers of products we sell and purchase, including crude oil, crop nutrients and grain, and it is highly likely this consolidation will continue in the future. Consolidation could allow producers to negotiate pricing, supply availability and other contract terms that are less favorable to us. In addition, consolidation may increase the likelihood that consumers or end users of these products enter into supply relationships with a smaller number of producers, resulting in potentially higher prices for the products we purchase.

Consolidation has occurred among member cooperatives that are the primary wholesale customers of our products, which has resulted in a smaller wholesale and retail customer base for our products and has intensified the competition for these customers. It is highly likely this consolidation will continue in the future. Ongoing consolidation among distributors and brokers of food products and food retailers has altered the buying patterns of those businesses, as they have increasingly elected to work with product suppliers who can meet their needs nationwide or globally, rather than just regionally or locally. If these cooperatives, distributors, brokers and retailers elect to not purchase our products, our revenues, results of operations and cash flows could be materially and adversely affected.

In seed, crop nutrient and crop protection markets, consolidation at both the producer and wholesale customer levels has increased potential for direct sales from input manufacturers to cooperative customers and/or individual agricultural producers, which would remove us from the supply chain and could have a material and adverse effect on our revenues, results of operations and cash flows.

We are exposed to risk of nonperformance and nonpayment by counterparties.

We are exposed to risk of nonperformance and nonpayment by counterparties, whether pursuant to contracts or otherwise. Risk of nonperformance and nonpayment by counterparties includes the inability or refusal of a counterparty to pay us; the inability or refusal to perform because of a counterparty's financial condition and liquidity, operational failures, labor issues, cybersecurity events, outbreaks of disease or for any other reason; and risk that the counterparty will refuse to perform a contract during a period of price fluctuations where contract prices are significantly different than current market prices. In the event we experience significant nonperformance or nonpayment by counterparties, our financial condition, results of operations and cash flows could be materially and adversely affected. For example, we store inventory in third-party warehouses, and the operators of these warehouses may not adequately store or secure our inventory, or they may improperly sell that inventory to someone else, which could expose us to loss of the value of that inventory. In the event we experience any such nonperformance by a third-party warehouse operator, our financial condition, results of operations and cash flows could be materially and adversely affected. As another example, if any of our counterparties experience a cybersecurity breach or system failure or does not respond or perform effectively in connection with such cybersecurity breach or system failure, their businesses could be negatively impacted, and it may result in disruption to our supply chain or distribution channels, which could have a material adverse effect on our business.

Our business, profitability and liquidity may be adversely affected by deterioration in the credit quality of, or defaults by, third parties who owe us money.

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~~failure~~counterparties ordo ~~does~~ not ~~respond~~pay orus ~~perform~~back ~~effectively~~and inwe ~~connection~~experience ~~with~~significant ~~such~~defaults ~~cybersecurity~~on ~~breach or system failure,~~ their ~~businesses~~payment ~~could~~obligations beto ~~negatively impacted~~us, ~~and~~our itfinancial ~~may~~condition, ~~result~~results inof ~~disruption~~operations ~~to our supply chain~~ or ~~distribution~~cash ~~channels,~~flows ~~which~~ could ~~have~~be amaterially ~~material~~and ~~adverse~~adversely ~~effect on our business~~affected.

Our business, profitability and liquidity may be adversely affected by deterioration in the credit quality of, or defaults by, third parties who owe us money.

We extend credit to, make loans to and engage in other financing arrangements with individual producers, local cooperatives and other third parties around the world. We incur credit risk and the risk of losses if our borrowers and others to which we extend credit do not repay their loans or perform their obligations to pay us the money they owe. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or for other reasons. If these counterparties do not pay us back and we experience significant defaults on their payment obligations to us, our financial condition, results of operations or cash flows could be materially and adversely affected.

We are also subject to the risk that our rights against borrowers and other third parties that owe us money may not be enforceable in all circumstances. For example, a borrower or third-party may declare bankruptcy. In addition, the credit quality of borrowers and other third parties whose obligations we hold could deteriorate due to a number of factors, including deterioration in the value of collateral posted by those parties to secure their obligations to us pursuant to purchase contracts, loan agreements or other contracts. If deterioration occurs, the material adverse effects of third parties not performing their repayment obligations may be exacerbated if the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount owed to us. For example, certain loans and other financing arrangements we undertake with agricultural producers are typically secured by the counterparty's crops planted in the current year. There is a risk that the value of the crop will not be sufficient to satisfy the counterparty's repayment obligations under the financing arrangement as a result of weather; crop-growing conditions; other factors that influence the price, supply and demand for agricultural commodities; or for other reasons.

In addition, disputes may arise as to the amount of collateral we are entitled to receive and the value of pledged assets. Termination of contracts and foreclosure on collateral may subject us to claims for improper exercise of our rights. Default rates, downgrades and disputes with counterparties as to the valuation of collateral increase significantly in times of market stress and illiquidity.

With respect to our lending activity, we evaluate the collectability of commercial and producer loans on a specific identification basis based on the amount and quality of the collateral obtained and record specific loan loss reserves when appropriate. Consistent with accounting principles generally accepted in the United States ("U.S. GAAP"), we maintain a general reserve based on our best estimate of expected credit losses. For other forms of credit, we establish reserves as appropriate and consistent with U.S. GAAP. The reserves represent our best estimate based on current facts and circumstances. Future developments or changes in assumptions may cause us to record adjustments to the reserves that could materially and adversely affect our results of operations.

Our risk management strategies may not be effective.

Our business is affected by fluctuations in commodity prices, transportation costs, energy prices, foreign currency exchange rates and interest rates. We monitor position limits, accounts receivables and other exposures and engage in other strategies and controls to manage these risks. Our monitoring efforts may not be effective at detecting a significant risk exposure and our controls and strategies may not be effective in adequately managing against occurrence of a significant loss relating to a risk exposure. If our controls and strategies are not successful in mitigating or preventing our financial exposure to losses due to the fluctuations or failures mentioned above, it could significantly and adversely affect our operating results.

Actual or perceived quality, safety or health risks associated with our products could subject us to significant liability and damage our business and reputation.

If any of our food or animal feed products were to become adulterated or misbranded, we may need to recall those items and could experience product liability claims if either consumers or customers' livestock or pets were injured or were claimed to be injured as a result. A widespread product recall or a significant product liability judgment could cause our products to be unavailable for a period of time or could cause a loss of consumer or customer confidence in our products. Even if a product liability claim were unsuccessful or were not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our business and reputation with existing and potential consumers and customers and our corporate and brand image. The growing use of social and digital media by consumers has greatly increased the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about us, our brands or our products on social or digital media could seriously damage our brands and reputation. Moreover, product liability claims or liabilities might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. In addition, general public perceptions regarding the quality, safety or health risks associated with particular food or animal feed products, such as concerns regarding genetically modified crops, could reduce demand and prices for some of the products associated with our businesses. To the extent that consumer preferences evolve away from products produced by CHS or our members for health or other reasons, such as the growing demand for organic food products and products that are sustainably grown and made, including low-carbon grain and oilseed, and we are unable to develop or procure products that satisfy new consumer preferences, there will be decreased demand for our products, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

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about us, our brands or our products on social or digital media could seriously damage our brands and reputation. Moreover, product liability claims or liabilities might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. In addition, general public perceptions regarding the quality, safety or health risks associated with particular food or animal feed products, such as concerns regarding genetically modified crops, could reduce demand and prices for some of the products associated with our businesses. To the extent that consumer preferences evolve away from products produced by CHS or our members for health or other reasons, such as the growing demand for organic food products and products that are sustainably grown and made, including low-carbon grain and oilseed, and we are unable to develop or procure products that satisfy new consumer preferences, there will be decreased demand for our products, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

Our operations are subject to business interruptions, casualty losses and supply chain issues. We do not insure against all potential losses and could be seriously harmed by unanticipated liabilities.

Our operations are subject to business interruptions due to unanticipated events such as explosions, fires, other natural disasters, war, terrorism, cyberattacks, industrial accidents, pipeline interruptions, transportation delays, equipment failures, crude oil or refined product spills, adverse weather conditions and labor disputes. The following statements are examples of potential interruptions or losses.

•Our oil refineries and other facilities are potential targets for terrorist attacks that could halt or discontinue production.

•Our inability to negotiate acceptable contracts with unionized workers in our operations could result in strikes or work stoppages.

•Our corporate headquarters, the facilities we own and the inventories we carry could be damaged or destroyed by catastrophic events, adverse weather conditions or contamination.

•Our transportation operations, equipment and services could experience disruptions such as adverse operating conditions on the inland waterway system or on the seas with respect to oceangoing vessels, including risks from piracy and other maritime security threats.

•Someone may accidentally or intentionally introduce malware to our information technology systems or breach our computer systems or other cybersecurity resources.

•Occurrence of a pandemic or epidemic disease, ~~such as the COVID-19 pandemic,~~ could affect a substantial part of our workforce or our customers and interrupt our business operations.

The effects of any of these events could be significant. We maintain insurance coverage against many, but not all, potential losses or liabilities arising from these operating hazards, but uninsured losses or losses above our coverage limits are possible. Uninsured losses and liabilities arising from operating hazards could have a material adverse effect on us. In addition, our insurance premiums could increase or insurance coverage may become unavailable to us, particularly if we experience insurable events.

We may also be impacted by supply chain issues, due to factors largely beyond our control, which could escalate in future periods. Any such issues could result in higher costs or operational disruptions, which could have an adverse impact on our business, financial condition and results of operations.

Our business and operations have been, and may in the future, be adversely affected by epidemics, pandemics, outbreaks of disease and other adverse public health developments.

Epidemics, pandemics, outbreaks of novel diseases and other adverse public health developments in countries and states where we operate may arise at any time. Such developments could have an adverse effect on our business, financial condition and results of operations. These effects include a potentially negative impact on the availability of our key personnel; labor shortages and increased turnover; temporary closures of our facilities or facilities of our members, business partners, customers, suppliers, third-party service providers or other vendors; and interruption of domestic and global supply chains, distribution channels and liquidity and capital or financial markets. In particular, restrictions on or disruptions of transportation, port closures or increased border controls or closures, or other impacts on domestic and global supply chains or distribution channels could increase our costs for raw materials and commodity costs, increase demand for raw materials and commodities from competing purchasers, limit our ability to meet customer demand or otherwise have a material adverse effect on our business, financial condition and results of operations or cash flows. Precautionary measures we may take in the future intended to limit the impact of any epidemic, pandemic, disease outbreak or other public health development, may result in additional costs. In addition, such epidemics, pandemics, disease outbreaks or other public health developments may adversely affect economies and financial markets throughout the world, which may affect our ability to obtain additional financing for our businesses and demand for our products and services. The impact of such developments may also exacerbate the other risks discussed in this Item 1A, any of which could have a material effect on us.

We are subject to workforce factors that could adversely affect our business and financial condition.

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Wetransfer ~~are~~our ~~subject~~other employees' institutional knowledge and skills to them or fail to execute on internal succession plans. In addition, a competitive labor market may lead to increased turnover rates within our employee base. Increased employee turnover results in significant time and expense relating to identifying recruiting, hiring, relocating and integrating qualified individuals. High employee turnover of key personnel may further deplete our institutional knowledge base and erode our competitiveness. These or other workforce factors ~~that~~ could ~~adversely~~negatively ~~affect~~impact our business, ~~and~~ financial condition or results of operations.

Like most companies in the agricultural industry, we are continuously challenged to hire, develop and retain a sufficient number of employees to operate our businesses throughout our operating geographies. We may have difficulty recruiting and retaining employees with adequate qualifications and experience. The challenge of hiring new employees is exacerbated by the rural nature of our business, which provides a smaller pool of skilled employable candidates. A number of other factors may adversely affect the labor force available to us, including changes in the labor market as a result of the COVID-19 pandemic and other socioeconomic and demographic changes, high employment levels, federal unemployment subsidies and other government regulations, unemployment programs and volatility in macroeconomic factors impacting the labor market. Moreover, there continues to be a tight labor market despite the COVID-19 pandemic having largely subsided. Increases in remote work opportunities have also amplified the competition for employees and contractors. To hire new employees, we may be forced to pay higher wages or offer other benefits that might impact our cost of labor. Furthermore, when we hire new employees, lengthy training and orientation periods might be required before they are able to achieve necessary productivity levels, and we may be unable to successfully transfer our other employees' institutional knowledge and skills to them or fail to execute on internal succession plans. In addition, a competitive labor market may lead to increased turnover rates within our employee base. Increased employee turnover results in significant time and expense relating to identifying recruiting, hiring, relocating and integrating qualified individuals. High employee turnover of key personnel may further deplete our institutional knowledge base and erode our competitiveness. These or other workforce factors could negatively impact our business, financial condition or results of operations.

Technological improvements and sustainability initiatives could decrease demand for our agronomy and energy products.

Technological advances in agriculture, as well as sustainability initiatives and practices, could decrease the demand for crop nutrients, energy and other crop input products and services we provide. Genetically engineered seeds that resist disease and insects, or that meet certain nutritional requirements, could affect the demand for our seed, crop nutrients and crop protection products. Demand for fuel we sell could decline as technology allows for more efficient usage of equipment or should alternative energy sources become more viable due to technological advances. Declining demand for our products could materially and adversely affect our revenues, results of operations and cash flows.

Artificial Intelligence (“AI”), including generative AI, advancements are progressing at an unprecedented pace, which brings risks that could subject us to loss through various technical, legal, and opportunistic-related risks.

We continue to advance in the development and integration of AI systems across our operations. AI systems may fail to perform as expected under certain conditions or become vulnerable to adversarial attacks that manipulate the AI’s output. As AI becomes more integrated into our operations, the risks of system failure or malfunction increase, potentially disrupting our business processes. Additionally, use of AI may further expose computer systems to the risk of cyberattacks, and may create the need for rapid modifications to our cybersecurity program.

AI systems rely heavily on vast amounts of data, which could include sensitive personal or proprietary information. If not managed and protected properly, AI systems could become targets for data breaches, exposing critical information to unauthorized access. Additionally, our service providers and vendors are also increasingly using and offering platforms powered by AI. While we advise our employees and contractors to refrain from providing confidential or sensitive information to any AI models or AI-powered platforms and limit our vendors’ processing of any confidential or sensitive information in an AI model, we cannot predict how an AI model will process our data or if it will inadvertently provide our data to a third-party in its outputs. Any input of our confidential or sensitive data into an AI model for development or use purposes could result in inadvertent disclosure of this data at any time to an unknown third-party, which could subject us to litigation or regulatory actions or cause us to breach our contractual obligations. Additionally, datasets can inadvertently introduce bias if the data is not sufficiently diverse or representative leading to AI-driven decisions that may be unfair or discriminatory, potentially harming both individuals and our reputation.

We utilize information technology systems to support our business. The ongoing multiyear implementation of an enterprisewide resource planning system, reliance on multiple legacy business systems as well as third-party data management providers and other vendors, security breaches or other disruptions to our information technology systems or assets could interfere with our operations, compromise the security of our customers' or suppliers' information and expose us to liability that could adversely impact our business and reputation.

Our operations rely on certain key information technology ("IT") systems, many of which are legacy in nature or may depend on third-party services to provide critical connections of data, information and services for internal and external users.

Over the past several years, we have been implementing a new enterprise resource planning system ("ERP"), and we expect this ERP implementation to continue for the next several years. This ERP implementation has required and will continue to require significant capital and human resources to deploy. Changes we have experienced in the implementation timeline and scope likely have impacted the capital and operating expense amounts required to complete the implementation, and there can be no assurance that the actual costs for completing the ERP implementation will not exceed our current estimates or that the ERP will not take longer to implement than we currently expect. In addition, potential flaws in implementing the ERP or in the failure of any portion/module of the ERP to meet our needs or provide appropriate controls may pose risks to our ability to operate successfully and efficiently and with an effective system of internal controls.

There may be other challenges and risks to both our aging and current IT systems over time due to any number of causes, such as catastrophic events, availability of resources, power outages, security breaches or social engineering and cyberattacks. Additionally, development of new technologies such as generative artificial intelligence ("AI") is progressing at an unprecedented pace, which brings risks that could subject us to loss through various technical, legal and opportunistic-related risks. These challenges and risks could result in legal claims or proceedings, liability or penalties, disruption in operations, loss of valuable data, increased costs and damage to our reputation, all of which could adversely affect our business. Our ongoing IT investments include those relating to cybersecurity, including technology, hired expertise and cybersecurity risk mitigation actions. In addition, IT investments in new technology that could result in greater operational efficiency may further expose our IT systems to the risk of cyberattacks, especially as use of AI increases sophistication and effectiveness of social engineering and cyberattacks.

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~~The~~cyberattacks. ~~third-party~~These ~~data~~challenges ~~management providers~~ and ~~other~~risks ~~vendors~~could weresult ~~rely~~in onlegal ~~and~~claims ~~cloud-based services we utilize may have~~ or ~~may~~proceedings, ~~develop~~liability ~~security problems~~ or ~~security~~penalties, ~~vulnerabilities~~disruption ~~which~~in ~~may~~operations, ~~also~~loss ~~affect~~of ~~our~~valuable ~~systems or~~ data., Weincreased ~~cannot~~costs ~~guarantee~~and adamage ~~data~~to ~~security~~our orreputation, ~~privacy~~all ~~breach~~ of ~~their~~which ~~systems~~could oradversely ~~other~~affect ~~form~~our ~~of cyber-based attack will not occur in the future~~business. ~~The~~In ~~increase in hybrid working situations~~addition, ~~where~~IT ~~employees,~~investments ~~including~~in ~~third-party~~new ~~employees, access~~ technology ~~infrastructure~~that ~~remotely,~~could ~~increases~~result ~~information~~in ~~technology~~greater ~~and~~operational ~~data~~efficiency ~~security~~may ~~risks.~~further ~~Like~~expose ~~many~~our ~~companies,~~IT wesystems ~~continue~~ to ~~experience an increase in~~ the ~~number~~risk of ~~sophisticated attempts by external parties to access and/or disrupt our networks without authorization~~cyberattacks, ~~such~~especially as ~~denial~~use of ~~service~~AI ~~attacks,~~increases ~~attempted~~sophistication ~~malware infections, scanning activity~~ and ~~phishing~~effectiveness ~~e-mails. There is no assurance the measures we have taken to protect our information systems will prevent or limit the impact~~ of asocial ~~future~~engineering ~~cybersecurity incident. We may incur significant costs protecting against or remediating cyber-based attacks or other cybersecurity incidents~~ and ~~may suffer representational harm~~cyberattacks. While we maintain a cybersecurity insurance policy that provides coverage for security incidents, we cannot be certain our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on financially reasonable terms or at all, or that any insurer will not deny coverage as to any future claim.

InThe ~~addition,~~third-party wedata ~~are~~management ~~subject~~providers ~~to laws~~ and ~~regulations~~other invendors ~~the~~we ~~United~~rely ~~States~~on and ~~other~~cloud-based ~~jurisdictions~~services ~~regarding~~we ~~privacy,~~utilize ~~data~~may ~~protection~~have ~~and~~or ~~data~~may develop security, ~~including~~problems ~~those~~or ~~related~~security tovulnerabilities ~~collection,~~which ~~storage,~~may ~~handling,~~also ~~use,~~affect ~~disclosure,~~our ~~transfer~~systems ~~and~~or ~~security of personal~~ data. ~~These~~We ~~laws~~cannot ~~and~~guarantee ~~regulations~~a ~~pose~~data ~~increasingly~~security ~~complex~~or ~~compliance~~privacy ~~challenges~~breach ~~and~~of ~~will~~their ~~require~~systems usor toother ~~incur~~form ~~costs~~of tocyber-based ~~achieve~~attack ~~and~~will ~~maintain~~not ~~compliance;~~occur ~~some~~in ofthe ~~those~~future. ~~costs~~The ~~may~~increase bein ~~significant.~~hybrid ~~Any~~working ~~violation~~situations, ofwhere ~~such~~employees, ~~laws~~including ~~and~~third-party ~~regulations~~employees, ~~including~~access astechnology ainfrastructure ~~result~~remotely, ofincreases ainformation ~~security~~technology orand ~~privacy~~data ~~breach~~security orrisks. asLike amany ~~result~~companies, ofwe ~~adoption~~continue ofto ~~emerging~~experience ~~technologies,~~an ~~such~~increase assophisticated ~~AI,~~attempts ~~could~~by ~~subject~~external usparties to ~~legal~~access ~~claims, regulatory penalties~~ and/or ~~damage~~disrupt to our ~~reputation.~~networks ~~For~~without ~~example~~authorization, ~~the~~such ~~SEC~~as ~~recently~~denial ~~adopted~~of ~~the~~service ~~rule~~attacks, ~~"Cybersecurity~~attempted ~~Risk~~malware ~~Management~~infections, ~~Strategy,~~scanning ~~Governance~~activity and ~~Incident~~phishing ~~Disclosure,"~~e-mails. ~~enhances~~We and ~~standardizes~~vendors ~~disclosures~~on ~~regarding~~our ~~cybersecurity~~behalf ~~risk~~monitor ~~management~~our ~~and~~information ~~governance,~~technology assystems ~~well~~on asa ~~material~~24/7 ~~cybersecurity~~basis ~~incidents.~~in ~~Under~~an ~~the~~effort ~~new~~to ~~rule~~detect cyberattacks, wesecurity ~~will~~breaches beor ~~required~~unauthorized toaccess. ~~identify~~There ~~any~~is ~~material~~no ~~cybersecurity~~assurance ~~incidents~~the onmeasures awe ~~Form~~have ~~8-K~~taken ~~and~~to ~~make~~protect ~~annual disclosures describing~~ our ~~processes~~information ~~for~~systems ~~identifying~~will ~~and~~prevent ~~managing~~or ~~material~~limit ~~cybersecurity risks, management's role in assessing and managing such risks and~~ the ~~Board~~impact of ~~Directors'~~a ~~oversight~~future of cybersecurity ~~risks~~incident. We ~~expect~~may toincur ~~face~~significant ~~increased~~ costs toprotecting ~~comply~~against ~~with~~or ~~this~~remediating ~~new~~cyber-based ~~SEC~~attacks ~~cybersecurity~~or ~~rule,~~other ~~including~~cybersecurity ~~increased~~incidents ~~costs~~and ~~for~~may ~~cybersecurity~~suffer ~~training~~representational ~~and management~~harm. ~~Furthermore,~~While ~~the~~we ~~requirement~~maintain toa ~~report~~ cybersecurity ~~incidents~~insurance ~~within~~policy ~~such~~that aprovides ~~short~~coverage ~~time~~for ~~frame~~security ~~could~~incidents, ~~mean~~we ~~there~~cannot ~~will~~ be ~~insufficient~~certain ~~time~~our tocoverage ~~halt~~will abe ~~breach~~adequate ~~before~~for ~~having~~liabilities toactually ~~report it~~incurred, ~~potentially~~that ~~giving~~insurance ~~hackers~~will ancontinue ~~advantage,~~to ~~and~~be ~~failure~~available to ~~promptly~~us ~~disclose~~on ~~such~~financially ~~material~~reasonable ~~incidents~~terms asor ~~required~~at byall, ~~law~~or ~~may~~that ~~result~~any ininsurer ~~additional~~will ~~financial~~not ordeny ~~regulatory~~coverage ~~consequences~~as to any future claim.

In addition, we are subject to laws and regulations in the United States and other jurisdictions regarding privacy, data protection and data security, including those related to collection, storage, handling, use, disclosure, transfer and security of personal data. These laws and regulations pose increasingly complex compliance challenges and will require us to incur costs to achieve and maintain compliance; some of those costs may be significant. Any violation of such laws and regulations, including as a result of a security or privacy breach or adoption of emerging technologies, such as AI, could subject us to legal claims, regulatory penalties and reputational damage. Furthermore, the requirement to report material cybersecurity incidents within such a short time frame could mean there will be insufficient time to halt a breach before having to report it, potentially giving hackers an advantage, and failure to promptly disclose such material incidents as required by law may result in additional financial or regulatory consequences.

Increasing scrutiny and changing expectations from stakeholders with respect to our environmental, social and governance practices may expose us to new or additional risks.

Companies across all industries are facing increasing scrutiny from stakeholders related to their environmental, social and governance ("ESG") practices and disclosures, including practices and disclosures related to climate change, human capital management, diversity and inclusion, social and community impact, corporate culture and governance standards. ~~Investor~~At ~~advocacy~~the ~~groups,~~same ~~private litigants~~time, ~~government~~our ~~agencies,~~stakeholders ~~certain~~have ~~institutional investors~~evolving, ~~lenders,~~varied ~~investment funds~~ and ~~other~~sometimes ~~influential~~conflicting ~~investors~~expectations ~~are~~regarding ~~also~~many ~~increasingly~~aspects ~~focused on ESG practices and disclosures and in recent years have placed increasing importance on the implications and social cost~~ of ~~their~~our ~~investments and whether companies should engage in ESG activities. Across industries~~business, ~~investors'~~including ~~and~~our ~~other~~operations ~~stakeholders' increased focus~~ and ~~activism~~ ESG-related ~~to ESG and similar~~ matters may hinder access to capital or financing, as investors or lenders may determine to reallocate capital or not commit capital as a result of their assessment of a company's ESG practices and disclosures. ~~In addition, following recent Supreme Court decisions regarding diversity and inclusion activities those opposed to ESG initiatives have begun challenging ESG activities of other companies.~~ If we dofail ~~not adapt~~ or ~~comply~~are ~~with~~perceived ~~investor,~~to ~~lender~~fail, ~~private~~in ~~litigant,~~any ~~government~~number ~~agency~~of ~~or stakeholder~~ ESG ~~expectations and standards~~matters, ~~which are evolving,~~ or ~~if we are perceived~~ to ~~have~~effectively ~~not~~respond ~~responded appropriately~~ to ~~the~~changes ~~growing focus on ESG issues and opposition to ESG issues~~in, ~~regardless of whether there is a legal requirement to do so, we may suffer reputational damage and our business~~ or ~~financial condition could be materially and adversely affected. Conversely~~new, ~~if we comply with evolving investor~~legal, lender and stakeholder ESG expectations and standards, doing so could result in higher costs, disruption and diversion of management attention, increased strain on our resources and heightened legal and regulatory ~~risk,~~or ~~and~~reporting ~~could~~requirements ~~also~~concerning ~~threaten~~climate ~~our~~change ~~credibility~~or ~~with~~ other ~~investors,~~sustainability ~~lenders~~concerns, ~~private~~we ~~litigants, government agencies and stakeholders. Investors, lenders and other stakeholders are also increasingly focused on issues related to environmental justice. This~~ may ~~result~~be insubject ~~increased scrutiny, protests and negative publicity with respect~~ to ~~our~~regulatory ~~business~~fines and ~~operations~~penalties, ~~which~~and ~~in turn could adversely affect~~ our reputation, ~~business~~may ~~and financial performance~~suffer. In addition, ESG has become an increasingly politically charged issue, and "anti-ESG" sentiment and increased scrutiny and skepticism of ESG policies and practices have resulted in, and could continue to result in, additional demands and strains on companies.

If we do not adapt or comply with evolving ESG expectations and standards, which are evolving, or if we are perceived to have not responded appropriately to the growing focus on ESG issues and opposition to ESG issues, regardless of whether there is a legal requirement to do so, we may suffer reputational damage and our business or financial condition could be materially and adversely affected. Conversely, if we comply with evolving stakeholder ESG expectations and standards, doing so could result in higher costs, disruption and diversion of management attention, increased strain on our resources and heightened legal and regulatory risk, and could also threaten our credibility with other stakeholders. This may result in increased scrutiny, protests and negative publicity with respect to our business and operations, which in turn could adversely affect our reputation, business and financial performance.

Failures or delays in achieving our strategies or expectations related to climate change and other environmental matters could adversely affect our business, operations and reputation, and increase risk of litigation.

Our ability to achieve any of our strategies or expectations related to climate change and other environmental matters is subject to numerous factors and conditions, many of which are outside our control. Examples of such factors include, but are not limited to, evolving regulatory and other standards, processes and assumptions; the pace of scientific and technological developments; increased costs and the availability of requisite financing; market trends that may alter business opportunities;

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~~developments; increased costs and the availability of requisite financing; market trends that may alter business opportunities;~~ conduct of third-party counterparties; constraint or disruptions to our supply chain; and changes in carbon markets or carbon taxes. We may be required to expend significant resources to achieve these strategies and expectations, which could significantly increase our operational costs. There can be no assurance of the extent to which any of our strategies or expectations will be achieved or that any future investments we make in furtherance of achieving these strategies or expectations will meet customer or investor expectations.

While we continue to take steps toward mitigation of climate risk and impact on climate change, transitioning our business to adapt to and comply with evolving policy, legal, and regulatory changes may impose substantial operational and compliance burdens. As a result, climate change could negatively affect our business and operations. Collecting, measuring and analyzing information relating to such matters can be costly, time-consuming, dependent on third-party cooperation and unreliable. Furthermore, methodologies for measuring, tracking and reporting on such matters continue to change over time, which requires our processes and controls for such data to evolve. Additionally, we may face increased pressure from customers, consumers, investors, activists, lenders and other stakeholders to modify our products or operations away from ingredients or activities that are considered to have greater negative impact on climate change.

Such changes to methodologies or lack of progress and failures or delays in our strategies, whether actual or perceived, in achieving our strategies or expectations related to climate change and other environmental matters could adversely affect our business, operations and reputation, and increase risk of litigation.

Acquisitions, strategic alliances, joint ventures, mergers, divestitures and other nonordinary course-of-business events resulting from portfolio management actions and other evolving business strategies could affect future results.

We monitor our business portfolio and organizational structure and have made and may continue to make acquisitions, strategic alliances, joint ventures, mergers, divestitures and changes to our organizational structure. With respect to acquisitions or mergers, future results will be affected by our ability to identify suitable acquisition or merger candidates, to adequately finance any acquisitions or mergers and to integrate acquired or merged businesses quickly and obtain the anticipated financial returns, including synergies. Our ability to successfully complete a divestiture will depend on, among other things, our ability to identify buyers that are prepared to acquire such assets or businesses on acceptable terms and to adjust and optimize our retained businesses following the divestiture. Additionally, we may fail to consummate proposed acquisitions, mergers, divestitures, joint ventures or strategic alliances after incurring expenses and devoting substantial resources, including management time, to such transactions or foregoing other strategic opportunities.

Several parts of our business, including our nitrogen production business, our foods business and portions of our global grain marketing and wheat milling operations, are operated through joint ventures with third parties where we do not have majority control of the venture. By operating a business through a joint venture, we have less control over business decisions than we have in our subsidiaries and limited liability companies in which we have a controlling interest. In particular, we generally cannot act on major business initiatives in our joint ventures without the consent of the other party or parties in those ventures. Investments in joint ventures may, under certain circumstances, involve risks not present when a third -party is not involved, including the possibility that co-venturers might experience business or financial stresses that impact their ability to effectively operate the joint venture or might become bankrupt or fail to fund their share of the business; in which case the joint venture may be unable to access needed growth capital without funding from us and/or any other remaining co-venturers. Co-venturers may have economic, tax or other business interests or goals that are inconsistent with our business interests or goals and may be in a position to take actions contrary to our policies or objectives. Our co-venturers may take actions that are not within our control and that may expose our investments in joint ventures to the risk of lower values or returns. ~~Joint venture investments may also lead to impasses.~~ Disputes between us and co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and efforts on our day-to-day business. In addition, we may in certain circumstances, be liable for the actions of our co-venturers. Each of these matters could have a material adverse effect on us.

We have made certain assumptions and projections regarding the future of the markets served by our joint venture investments that include projected raw materiality availability and pricing, production costs, market pricing and demand for the joint venture's products. These assumptions were an integral part of the economics used to evaluate these joint venture investment opportunities prior to consummation. To the extent that actual market performance varies from our models, our ability to achieve projected returns on our joint venture investments may be impacted in a materially adverse manner. For example, assumptions we made in connection with our investment in CF Nitrogen may not align with future demand for nitrogen-based products or the cost or availability of natural gas, the primary feedstock utilized for CF Nitrogen's nitrogen-based products. Supply of nitrogen products is affected primarily by available production capacity and operating rates, raw material costs and availability, energy prices, government policies and global trade. Demand for nitrogen products is affected by planted acreage, crop selection and fertilizer application rates, driven by population changes, economic growth, changes in dietary habits and non-food use of crops, such as production of ethanol and other biofuels. Demand also includes industrial uses

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of nitrogen, for example chemical manufacturing and emissions reductants such as diesel exhaust fluid (DEF). Many factors affecting supply and demand of global nitrogen products are out of our control and could significantly impact our business, financial condition, results of operations and cash flows.

Risks Related to Laws and Regulations

Government policies, mandates, regulations, trade agreements, domestic and foreign trade ~~agreements~~policies, including the imposition of tariffs and retaliatory tariffs, and other factors beyond our control could adversely affect our operations and profitability.

Our business is subject to numerous government policies, mandates and regulations that ~~could~~may ~~have~~impact ~~an adverse effect on~~ our operations or profitability. For example, ~~government~~those ~~policies, mandates and regulations~~ related to genetically modified organisms, traceability standards, sustainable practices, product safety and labeling, and renewable and low-carbon fuels ~~could~~may ~~have~~influence ancrop ~~adverse effect on our operations or profitability by, among other things, influencing~~ planting ~~of certain crops~~, ~~location~~production levels and ~~extent of crop production~~location, trade offlows, ~~processed~~feedstock availability and ~~unprocessed commodity products~~competitiveness, volumes and types of imports and exports, ~~availability~~ and ~~competitiveness~~product ~~of feedstocks as raw materials, and~~ viability ~~and volume of certain of our products~~. In our Energy segment, government policies, mandates and regulations designed to stop or impede development or production of petroleum-based products, such as those limiting or banning use of hydraulic fracturing, drilling or oilsands production or restricting the sale of new combustion-engine vehicles, could adversely affect our operations and profitability.

We could be the target of claims of false or deceptive advertising under U.S. federal and state laws, as well as foreign laws, including consumer protection statutes of some states. ~~Food~~The ~~product~~food ~~marketing~~industry has ~~come~~experienced ~~under~~heightened ~~increased regulatory~~ scrutiny ~~in recent years,~~ and ~~the food industry has been subject to~~ an increasing number of ~~proceedings and~~ claims ~~relating~~related to ~~alleged false or deceptive~~ labeling and marketing ~~under federal, state and foreign laws or regulations~~practices. Changes in legal or regulatory requirements (such as new food safety requirements and revised nutrition facts labeling, including front-of-pack labeling and serving size regulations) or evolving interpretations of existing legal or regulatory requirements may result in increased compliance costs, capital expenditures and other financial obligations that could adversely affect our business or financial results. If we are found to be out of compliance with applicable laws and regulations in these areas, we could be subject to civil remedies, including fines, injunctions, termination of necessary licenses or permits, or recalls, as well as potential criminal sanctions, any of which could have a material adverse effect on our business. The EU deforestation-free regulation ("EUDR"), which is to become effective in December ~~2024~~2025, will require companies trading in certain commodities, including soybeans, as well as products derived from these commodities, to ensure these commodities and related products do not result from deforestation, forest degradation or breaches of local laws after December 31, 2020, ~~in order~~ to ~~sell~~qualify ~~such~~for ~~products~~sale in the European Union. Failure to comply ~~with the regulation~~ could have serious consequences, including civil, administrative and criminal penalties, as well as negative ~~impact~~impacts on our reputation, business, cash flows and results of operations.

In addition, changes in international trade agreements and trade disputes can adversely affect commodity trade flows by limiting or disrupting trade between countries or regions. In many countries around the world, historical free trade relationships are being challenged, and it is unclear what changes, if any, will be made to international trade agreements ~~that~~affecting ~~are relevant to~~ our ~~business activities~~operations. ~~These~~Resulting ~~actions and uncertainties have led to significant~~ volatility in commodity prices, ~~disruptions in~~ historical trade flows ~~and shifts in~~ planting patterns, particularly in the United States and South America, ~~all~~has ~~of which have resulted in~~ reduced ~~volumes of~~ grain ~~exports~~export ~~overall~~volumes and ~~have~~increased ~~presented challenges and uncertainties for our~~ business uncertainty. Changes in trade policy, withdrawals from or material modifications to relevant international trade agreements and continued uncertainty could depress economic activity and restrict our access to suppliers and customers, and we cannot predict the effects of future trade policies, disputes or agreements on our business. Tariffs and trade restrictions ~~that are implemented~~ on products that we buy and/or sell could increase the cost of those products or adversely affect market access. These cost increases and market changes could adversely affect demand for our products and reduce margins, which could have a material adverse effect on our business and our earnings. In addition, the U.S. government can prevent or restrict us from doing business in or with other countries, such as the economic sanctions ~~that were~~ imposed by the U.S. government on Russia and certain of its citizens and enterprises in connection with Russia's war with Ukraine. These restrictions and those of other governments could limit our ability to gain access to business opportunities in various countries.

~~Changes~~The inU.S. ~~federal~~government ~~income~~recently ~~tax~~implemented ~~laws~~changes to its trade policies, including significant tariff increases on imports and potential changes to existing trade agreements, creating a dynamic and uncertain trade environment. Such measures can be adopted with little or inno notice, and retaliatory actions by other countries may further increase costs and disrupt global supply chains. Higher tariffs or trade restrictions may raise the cost of inventory and products sold by our ~~tax~~customers, ~~status~~vendors, partners, and suppliers, reducing demand, compressing margins, and impairing their financial performance and ability to meet obligations. This, in turn, could adversely impact our financial condition and results of operations. Tariffs or ~~changes~~other trade restrictions may lead to ~~tax~~continuing ~~rules~~uncertainty and volatility in ~~jurisdictions~~U.S. and global financial markets and economic conditions. Disruptions and volatility in ~~which~~the wefinancial ~~operate~~markets may lead to adverse changes in the availability, terms and cost of capital, all of which could ~~increase~~have ~~our~~a ~~tax~~material ~~liability~~adverse ~~and~~effect ~~reduce~~on our ~~net~~business, ~~income~~financial ~~significantly~~condition, results of operations and prospects.

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In particular, the changes in trade policies have had significant impacts on our sales into China. The Chinese government is currently limiting imports through a variety of measures. For example, in May 2025, China’s General Administration of Customers suspended soybean imports from us and certain other U.S. companies in connection with the broader trade policy changes between the U.S. and China. A number of factors could encourage China to increase product capacity utilization or expand exports of nitrogen fertilizers, including changes in Chinese government policy, devaluation of the Chinese renminbi, the relaxation of Chinese environmental standards or decreases in Chinese producers’ underlying costs such as the price of Chinese coal. Any inability to sell our products into China, including soybeans, could have a material adverse effect on our business, financial condition and results of operations.

Changes in federal income tax laws or in our tax status, or changes to tax rules in jurisdictions in which we operate, could increase our tax liability and reduce our net income significantly.

Current federal income tax laws, regulations and interpretations, including those specific to taxation of cooperatives, provide us certain income tax benefits such as allowing us to exclude income generated through business with or for a member (patronage-sourced income) from our taxable income to the extent it is distributed back to our members. We continue to monitor potential changes to federal income tax laws, regulations or interpretations to evaluate their potential impact on our business, tax position and financial results. The change in administration and regulatory leadership has created additional uncertainty with respect to federal tax policy. The current administration has proposed, and may propose further, changes that could alter, narrow or repeal provisions of federal tax law relevant to cooperatives. These changes, and any administrative or judicial challenges to them or further changes by future administrations, create uncertainty for our business and may affect our ability to receive anticipated tax credits or other benefits, which in turn could reduce the profitability of certain projects and increase our overall tax burden. If in the future, for example, we were to be subject to a corporate alternative minimum tax, or we were not eligible to be taxed as a cooperative, our tax liability would significantly increase and our net income would significantly decrease.

We incur significant costs in complying with applicable laws and regulations. Any failure to comply with these laws and regulations, or to make capital or other investments necessary to comply with these laws and regulations, could expose us to unanticipated expenditures and liabilities.

We are subject to numerous federal, state and local provisions regulating our business and operations. We incur and expect to incur significant capital and operating expenses to comply with these laws and regulations. We may be unable to pass on those expenses to customers without experiencing volume and margin losses. ~~For~~Ongoing ~~example,~~changes ~~the~~in ~~compliance burden and impact on our operations and profitability as a result of the enactment of the Dodd~~financial-~~Frank~~market ~~Wall~~regulation ~~Street Reform and Consumer Protection Act ("Dodd-Frank") and related regulations continue to evolve, as federal agencies~~ have ~~implemented~~subjected ~~and~~derivatives ~~continue to implement the act's many provisions through regulation. These efforts to change regulation of financial markets subject~~ users ~~of derivatives~~, such as CHS, to ~~extensive~~increased ~~oversight and regulation by the~~ CFTC. ~~Such~~oversight ~~initiatives have imposed~~ and ~~may~~compliance ~~continue to impose additional costs on us~~obligations, ~~including~~raising operating ~~and compliance~~ costs, and ~~the~~potential ~~cost~~exposure ofto fines or penalties infor ~~the event we do not comply, and could materially affect the availability, as well as the cost and terms, of certain transactions~~noncompliance. ~~Certain federal regulations addressing Dodd-Frank are still being implemented and others are being finalized. We will continue to monitor these developments.~~ In addition, new laws and regulations ~~that are applicable to us~~ or ~~our~~shifts ~~businesses may be adopted, and a change~~ in ~~the U.S.~~ government's ~~administration~~policy ~~and its policies~~ may increase the likelihood of such legal and regulatory developments. If new laws or regulations become applicable to us or our businesses, our compliance costs could increase. Any of the above matters could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

We establish reserves for the future cost of known compliance obligations, such as remediation of identified environmental issues. However, these reserves may prove inadequate to meet our actual liability. Moreover, amended, new or more stringent requirements, stricter interpretations of existing requirements or discovery of currently unknown compliance issues may require us to make material expenditures or subject us to liabilities that we currently do not anticipate. Furthermore, our failure to comply with applicable laws and regulations could subject us to administrative penalties and injunctive relief, civil remedies, including fines and injunctions, criminal fines and penalties, and recalls of our products. For example, we regularly maintain hedges to manage price risks associated with our commercial operations. These transactions typically take place on exchanges such as the CME. Our hedging transactions and activities are subject to the rules and regulations of the exchanges we use and governing bodies, including the CME, NYMEX, CBOT, ~~MGEX~~MIAX and CFTC. All exchanges have broad powers to review required records, to investigate and enforce compliance and to punish noncompliance by entities subject to their jurisdiction. Failure to comply with such rules and regulations could lead to restrictions on our trading activities or subject us to enforcement action by the CFTC or a disciplinary action by the exchanges, which could lead to substantial fines or penalties or limitations on our related operations. In addition, any investigation or proceeding by an exchange or the CFTC, whether successful or unsuccessful, could result in substantial costs, diversion of resources, including management time, and potential harm to our reputation, all of which could have a material adverse effect on our business financial condition, liquidity, results of operations and prospects.

We are subject to extensive anti-corruption, anti-bribery, anti-kickback and trade laws and regulations, and any noncompliance with those laws and regulations could have a material adverse effect on our business, financial condition and results of operations.

We operate on a global basis and are subject to anti-corruption, anti-bribery and anti-kickback laws and regulations, including the Foreign Corrupt Practices Act of 1977 as amended ("FCPA"). The FCPA and other similar anti-corruption, anti-bribery and anti-kickback laws and regulations in other jurisdictions generally prohibit companies and their intermediaries or agents from making improper payments to government officials or any other persons for the purpose of obtaining or retaining business. We operate and sell our products in many parts of the world that have experienced governmental corruption to some degree, and in certain circumstances strict compliance with anti-corruption, anti-bribery and anti-kickback laws and regulations may conflict with local customs and practices. In addition, in certain countries, we engage third-party agents or intermediaries to act on our behalf and/or conduct all or a portion of our operations through joint venture partners, including in those countries with a high risk of corruption. If any of these third parties violate applicable anti-corruption, anti-bribery or anti-kickback laws or regulations, we may be liable for those violations. We have policies in place prohibiting employees from making or authorizing improper payments; we train our employees regarding compliance with anti-corruption, anti-bribery and anti-kickback laws and regulations; and we utilize procedures to identify and mitigate risks of such misconduct by our employees, third-party agents, intermediaries and joint venture partners. However, we cannot provide assurances that our employees, third-party agents, intermediaries or joint venture partners will comply with those policies, laws and regulations. If we are found liable for violations of the FCPA or other similar anti-corruption, anti-bribery or anti-kickback laws or regulations, either due to our own acts or out of inadvertence or due to the acts or inadvertence of others, we could suffer criminal or civil fines or penalties or other repercussions, including reputational harm, which could have a material adverse effect on our business, financial condition and results of operations.

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Due to the international scope of our operations, we are subject to a complex system of import- and export-related laws and regulations, including U.S. regulations issued by Customs and Border Protection, the Bureau of Industry and Security, the Office of Antiboycott Compliance, the Directorate of Defense Trade Controls and the Office of Foreign Assets Control, as well as the counterparts of these agencies in other countries. Any alleged or actual violation of these laws or regulations by us or our employees may subject us to government scrutiny, investigation, and civil and criminal penalties, and may limit our import and export abilities. Furthermore, embargoes and sanctions imposed by the United States and other governments restricting or prohibiting sales to specific persons or countries or based on product classification may expose us to potential criminal or civil sanctions. We cannot predict the nature, scope or effect of future regulatory requirements to which our operations might be subject or the way existing laws and regulations might be administered or interpreted.

Environmental and energy laws and regulations may result in increased operating costs and capital expenditures, and may have a material and adverse effect on us.

New and current environmental and energy laws and regulations, including ~~regulations~~ relating to alternative energy sources and the risk of global climate change, new interpretations of existing ~~environmental and energy~~ laws and regulations, increased governmental enforcement ~~of environmental and energy laws and regulations~~, or other developments ~~in these areas~~ could require us to make additional unforeseen expenditures on technologies and/or other assets to continue our operations or cause unforeseen changes to our operations, either of which could adversely affect us. For example, in December 2015, 195 countries adopted a new international agreement known as the Paris Agreement. The Paris Agreement is intended to provide a framework pursuant to which the parties to the agreement will attempt to hold the increase in global average temperatures below 2 degrees Celsius above preindustrial levels and to pursue efforts to limit the temperature increase to 1U.~~5 degrees Celsius above preindustrial levels~~S. ~~Participation~~participation in the Paris Agreement is subject to the concurrence of the United States government executive branch administration then in office. As a result, adherence to the Paris Agreement may vary by administration. The current administration is supportive of the Paris Agreement. Executive orders issued by the current administration, actions by various U.S. federal regulatory agencies, enactment of the Inflation Reduction Act of 2022 and ~~the~~other ~~current administration's announced goal of halving U.S.~~ greenhouse gas ("“GHG"”) ~~emissions~~commitments bymay ~~2030~~vary ~~and reaching net-zero emissions~~ by ~~2050 are also evidence of the current United States~~ administration~~'s intent to undertake numerous initiatives in an effort to reduce GHGs~~. New federal legislation or regulatory programs that restrict emissions of GHGs, such as cap and trade regimes, carbon taxes, windfall taxes, penalties on fossil fuel companies, restrictive permitting, increased fuel efficiency standards or mandates for renewable energy, or comparable new state legislation or programs or customer requirements in areas where we or our customers conduct business could adversely affect our operations and the demand for our energy products, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. Some customers and third-parties we do business with have begun requesting product-specific GHG emissions disclosures from us in connection with their own GHG emissions reporting.

~~In addition~~Accordingly, ~~new~~future ~~legislation,~~emission ~~regulatory~~reduction ~~programs,~~targets ~~reporting~~and ~~requirements or customer or~~ other ~~stakeholder~~provisions ~~expectations could require substantial expenditures for installation and operation~~ of ~~systems~~legislative ~~and equipment~~ or ~~for~~regulatory ~~substantial~~initiatives ~~modifications~~could tobe ~~existing~~reintroduced ~~equipment,~~by asfuture ~~well as increased compliance costs~~administrations. WeIn ~~are~~the orabsence ~~may~~of befederal ~~obligated to comply with new climate-related reporting requirements under SEC rules~~action, ~~laws of member~~ states ~~of the European Union implementing the EU Corporate Sustainability Reporting Directive ("CSRD")~~ and other ~~laws~~jurisdictions ~~and regulations, which~~ may ~~require~~also uscontinue to ~~provide,~~take atlegislative ~~least~~or ~~annually,~~regulatory ~~detailed~~steps ~~public~~aimed ~~disclosures~~at ~~about the greenhouse gas emissions and other~~ climate~~-related~~ ~~effects our activities produce, the climate-related operating and financial risks we face and the strategies we pursue to reduce and adapt to the impacts of climate~~ change. ~~If we fail to compile, assess~~ and ~~report~~minimizing ~~the~~GHG required operating and accounting information in a timely manner and in accordance with mandatory reporting standards, we could be exposed to fines and other sanctions and sustain harm to our reputationemissions. ~~Pursuant~~This tocreates ~~the~~ongoing ~~Energy~~uncertainty Independence and Security Act of 2007, the EPA has promulgated the Renewable Fuel Standard ("RFS"), which requires refiners to blend renewable fuels, such as ethanol and biodiesel, with their petroleum fuels or purchase renewable energy credits, known as Renewable Identification Numbers ("RINs"), in lieu of blending. The EPA generally establishes new annual renewable fuel percentage standards for ~~each compliance year in the preceding year, which affects the domestic market for ethanol. We generate RINs through~~ our ~~blending activities~~operations, ~~but~~compliance ~~we cannot generate enough RINs to meet the needs of our refining capacity~~obligations, and ~~RINs~~potential ~~must be purchased on the open market~~costs. In recent years, the price of RINs has been extremely volatile. Continued RIN volatility could have a negative impact on our future refined fuels margins. In addition, certain states have established proposed laws around low-carbon fuel standards that require refiners to sell fuel with carbon intensity values at certain established benchmarks or purchase a sufficient number of credits on the open market to meet the benchmark.

~~Environmental~~In ~~liabilities~~addition, ~~and~~new ~~litigation~~legislation, regulatory programs, reporting requirements or customer or other stakeholder expectations could ~~have~~require asubstantial ~~material~~expenditures ~~adverse~~for ~~effect~~installation onand operation of systems and equipment or for substantial modifications to existing equipment, as well as increased compliance costs. We are or may be obligated to comply with new climate-related reporting requirements under SEC rules, laws of member states of the European Union implementing the EU Corporate Sustainability Reporting Directive ("CSRD") and other laws and regulations, which may require us to provide, at least annually, detailed public disclosures about the greenhouse gas emissions and other climate-related effects our activities produce, the climate-related operating and financial risks we face and the strategies we pursue to reduce and adapt to the impacts of climate change. If we fail to compile, assess and report the required operating and accounting information in a timely manner and in accordance with mandatory reporting standards, we could be exposed to fines and other sanctions and sustain harm to our reputation. Pursuant to the Energy Independence and Security Act of 2007, the EPA has promulgated the Renewable Fuel

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~~chemicals~~Standard ~~and~~("RFS"), ~~fuels~~which ~~stored~~requires inrefiners ~~underground~~to ~~and~~blend ~~aboveground~~renewable ~~tanks~~fuels, ~~that~~such ~~are~~as orethanol ~~might~~and bebiodiesel, ~~considered~~with ~~hazardous~~their ~~under~~petroleum ~~applicable~~fuels or ~~future~~purchase ~~environmental~~renewable ~~laws.~~energy ~~Any~~credits, ~~past~~known oras ~~future~~Renewable ~~actions~~Identification Numbers ("RINs"), in ~~violation~~lieu of ~~applicable~~blending. ~~environmental~~The ~~laws~~EPA ~~could~~generally ~~subject~~establishes usnew toannual ~~administrative~~renewable ~~penalties,~~fuel ~~fines,~~percentage ~~injunctions~~standards orfor ~~other~~each ~~costs~~compliance year, ~~such~~which asaffects ~~capital~~the ~~expenditures~~domestic market for ethanol. In ~~addition~~June 2025, anthe ~~owner~~EPA orproposed ~~operator~~standards offor ~~contaminated~~compliance ~~property~~years 2026 and a2027, ~~party~~which ~~that~~as ~~sends~~of ~~hazardous~~the ~~materials~~date toof ~~such~~this aReport ~~site~~have ~~for~~not ~~treatment,~~yet ~~storage,~~been ~~disposal~~adopted. orThe ~~recycling~~proposal ~~can~~includes bea ~~liable~~sizable ~~for~~increase ~~the~~in ~~cost~~renewable offuel ~~investigation~~percentage ~~and~~standards ~~remediation~~from ~~under~~those ~~environmental~~in ~~laws.~~2025 Inand, ~~some~~if ~~instances~~implemented as proposed, ~~such~~could ~~liability~~result ~~exists~~in ~~regardless~~a ofsignificant ~~fault~~increase in our compliance costs for these periods. ~~Moreover,~~We ~~future~~generate orRINs ~~unknown~~through ~~past~~our ~~releases~~blending ofactivities, ~~hazardous~~but ~~substances~~we ~~could~~cannot ~~subject~~generate usenough RINs to ~~private~~meet ~~lawsuits~~the ~~claiming~~needs ~~damages~~of our refining capacity, ~~including~~and ~~for~~RINs ~~bodily~~must ~~injury~~be orpurchased ~~property~~on ~~damage,~~the ~~and~~open tomarket. ~~adverse~~In ~~publicity~~recent years, ~~which~~the price of RINs has been extremely volatile. Continued RIN volatility could have a ~~material~~negative ~~adverse~~impact ~~effect~~ on usour future refined fuels margins. ~~Liabilities~~In addition, ~~including~~certain ~~legal~~states ~~costs,~~have ~~related~~established proposed laws around low-carbon fuel standards that require refiners to ~~remediation~~sell offuel ~~contaminated~~with ~~properties~~carbon ~~are~~intensity ~~not~~values ~~recognized~~at bycertain usestablished ~~until~~benchmarks ~~the~~or ~~related~~purchase ~~costs~~a ~~are~~sufficient ~~considered~~number ~~probable~~of ~~and~~credits ~~can~~on bethe ~~reasonably~~open ~~estimated~~market to meet the benchmark.

Federal, state and international authorities continue to adopt or propose new environmental, health, safety and climate-related requirements that could materially increase our compliance costs and operational burdens, including emerging contaminant regulation (such as PFAS), more stringent refinery and process safety rules, the EPA’s “Good Neighbor Plan” for ozone emissions, new vehicle and fuel efficiency standards, and expanded reporting obligations under U.S. and EU climate disclosure regimes. At the same time, reductions in staffing or funding at regulatory agencies may delay the review of submissions and re-registrations, further prolonging the time to commercialize products or implement compliance measures. Many of these rules and initiatives are subject to ongoing litigation or could be revised or rescinded by future administrations, creating significant uncertainty. Compliance with these evolving standards could have a material and adverse effect on our results of operations and financial condition.

Environmental liabilities and litigation could have a material adverse effect on us.

Many of our current and former facilities have been in operation for many years. Over that time, we and other operators of those facilities have generated, used, stored and disposed of substances or wastes, including liquid fertilizers, chemicals and fuels stored in underground and aboveground tanks, that are or might be considered hazardous under applicable or future environmental laws. Any past or future actions in violation of applicable environmental laws could subject us to administrative penalties, fines, injunctions or other costs, such as capital expenditures. In addition, an owner or operator of contaminated property and a party that sends hazardous materials to such a site for treatment, storage, disposal or recycling can be liable for the cost of investigation and remediation under environmental laws. In some instances, such liability exists regardless of fault. Moreover, future or unknown past releases of hazardous substances could subject us to private lawsuits claiming damages, including for bodily injury or property damage, and to adverse publicity, which could have a material adverse effect on us. Liabilities, including legal costs, related to remediation of contaminated properties are not recognized by us until the related costs are considered probable and can be reasonably estimated.

We have noted a trend in public and private lawsuits filed on behalf of states, counties, cities and utilities alleging harm to the general public and the environment, including waterways and watersheds, as a result of the use of agricultural chemicals, such as fertilizers. If we become a party to any such lawsuits, we could be required to pay damages or penalties or have other remedies imposed upon us, which could have a material and adverse effect on our results of operations and financial condition.

We face increased climate-change-related litigation risk with respect to our operations. In particular, governmental and other entities in various U.S. states have filed lawsuits against companies in the coal, oil and gas industries, alleging damages as a result of climate change, with the plaintiffs in such lawsuits seeking damages and abatement under various tort theories. Additionally, governmental and other entities are increasingly filing lawsuits or initiating regulatory action based on allegations that certain public statements regarding ESG-related matters and practices by companies are false or misleading greenwashing that violate deceptive trade practices and consumer protection statutes. Similar issues can also arise relating to aspirational statements such as net-zero or carbon reduction targets that are made without adequate basis to support such statements. Although we are not currently a party to any of these lawsuits, they present a high degree of uncertainty regarding the extent to which we face increased risk of liability stemming from climate change or ESG disclosures and practices.

Risks Related to Our Financial Position and Financing Our Business

Our financial results are susceptible to seasonality.

Many of our business activities are highly seasonal and operating results vary throughout the year. Our revenues generally trend lower during the second and fourth fiscal quarters and are highest during the first and third fiscal quarters. For example, in our Ag segment, our ag retail business generally experiences higher volumes and revenues during the fall harvest and spring planting seasons and our agronomy business generally experiences higher volumes and revenues during the spring planting season. Our global grain and processing operations are subject to fluctuations in volume and revenues based on producer harvests, world grain prices and demand, and international trade relationships. Our Energy segment generally experiences higher volumes and revenues in certain operating areas, such as refined products, in the spring, summer and early fall when gasoline and diesel fuel use by agricultural producers is highest and is subject to global supply and demand forces. Other energy products, such as propane, generally experience higher volumes and revenues during the winter-heating and crop-drying seasons.

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example, in our Ag segment, our ag retail business generally experiences higher volumes and revenues during the fall harvest and spring planting seasons and our agronomy business generally experiences higher volumes and revenues during the spring planting season. Our global grain and processing operations are subject to fluctuations in volume and revenues based on producer harvests, world grain prices and demand, and international trade relationships. Our Energy segment generally experiences higher volumes and revenues in certain operating areas, such as refined products, in the spring, summer and early fall when gasoline and diesel fuel use by agricultural producers is highest and is subject to global supply and demand forces. Other energy products, such as propane, generally experience higher volumes and revenues during the winter-heating and crop-drying seasons.

If any of our long-lived assets become impaired, we could be required to record a significant impairment charge, which would negatively impact our results of operations.

All our long-lived assets, including property, plant and equipment, goodwill, investments in unconsolidated affiliates and other identifiable intangibles, are evaluated for impairment in accordance with U.S. GAAP at least annually for goodwill and whenever events or changes in circumstances indicate the carrying amount of a long-lived asset or asset group may not be recoverable. The process of evaluating for impairment involves a number of judgments and estimates. If the judgments and estimates used in our analyses are not realized or change due to external factors, then actual results may not be consistent with these judgments and estimates, and our long-lived assets may become impaired in future periods. We have in the past, and may in the future, be required to write down the value of our long-lived assets. Any future impairment of our long-lived assets could require us to record a significant impairment charge, which would negatively impact our results of operations.

Our business is capital-intensive and we rely on cash generated from our operations and external financing to fund our strategies and ongoing capital needs.

We require significant capital, including access to credit markets from time to time, to operate our businesses and fund our strategies. Our working capital requirements are directly affected by the price of commodities, which may fluctuate significantly and quickly. We also require substantial capital to maintain and upgrade our extensive network of facilities to keep pace with competitive developments, technological advances, regulatory changes and changing safety standards. In addition, the expansion of our business and pursuit of acquisitions or other business opportunities has required, and may in the future require, significant amounts of capital. If we are unable to generate sufficient cash flow or maintain access to adequate external financing, including as a result of significant disruptions in the global credit markets, it could restrict our current operations and our growth opportunities, which could adversely affect our operating results and restrict our ability to repay our existing debts.

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pace with competitive developments, technological advances, regulatory changes and changing safety standards. In addition, the expansion of our business and pursuit of acquisitions or other business opportunities has required, and may in the future require, significant amounts of capital. If we are unable to generate sufficient cash flow or maintain access to adequate external financing, including as a result of significant disruptions in the global credit markets, it could restrict our current operations and our growth opportunities, which could adversely affect our operating results and restrict our ability to repay our existing debts.

Our access to capital could be affected by financial institutions' and other capital sources' policies concerning energy-related businesses.

Public concern regarding the potential effects of climate change have directed increased attention toward the funding sources of energy-related businesses. As a result, some financial institutions, funds and other sources of capital have reduced or restricted lending to, or investing in, companies that operate in the energy industry. Limiting energy-related businesses' access to capital could make it more difficult for us to secure external financing, which could in turn restrict our current operations and growth opportunities, adversely affect our operating results and restrict our ability to repay our existing debts.

Our cooperative structure limits our ability to access equity capital.

As a cooperative, we may not sell common stock in our company. In addition, existing laws and our articles of incorporation and bylaws limit dividends on any preferred stock we may issue to 8% per annum. These limitations may restrict our ability to raise equity capital and may adversely affect our ability to compete with enterprises that do not face similar restrictions.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

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ITEM 1C. CYBERSECURITY

Risk Management and Strategy

We have established processes for identifying, assessing and managing material risks from cybersecurity threats associated with our key information technology systems. These processes have been integrated into our overall risk management strategies, as overseen by our Board of Directors, primarily through the ~~board's~~ Corporate Risk Committee and Audit Committee. These processes also include identifying and overseeing risks from cybersecurity threats associated with the use of third-party service providers. We conduct security assessments of certain third-party providers before engagement and have established monitoring procedures to mitigate risks related to data breaches or other security incidents originating from third parties. In addition, we conduct employee training on information security topics designed to address phishing and e-mail security, password security and data-handling security. We use e-mail security, endpoint security, logging and monitoring, remote access, application security and other tools to deter threat actors, block malicious/phishing e-mails and avoid IT system interruptions. From time to time, we engage third-party consultants, legal advisors, and audit firms to evaluate and test our risk management systems and assess and remediate cybersecurity threats and incidents as appropriate. Additionally, our Enterprise Risk Management ("ERM") team analyzes cybersecurity risks, emerging industry trends and identification of mitigation, as part of a holistic analysis of risks across CHS.

Governance

Management

Under the oversight of the Corporate Risk Committee of our Board of Directors, the chief information officer ("CIO") and chief information security officer ("CISO") are primarily responsible for assessment and management of material cybersecurity risks, with the CIO being responsible for strategic direction and management of information technology systems and the CISO being responsible for security of such systems, as described further below. The CIO has more than 30 years of experience with global technology organizations across multiple industries. The CISO has more than 20 years of experience in information security, risk management and compliance and is a certified information systems security professional. The CIO and CISO are also supported by an incident response team ("IRT") comprised of selected members of senior management and responsible for providing cross-functional support and response facilitation for cybersecurity incidents.

Our CISO oversees our cybersecurity incident response plan and related processes that are designed to assess and manage material risks from cybersecurity threats, including aligning programs with industry standards, conducting tabletop exercises, providing education/training and taking other preventive measures. Our CISO coordinates with legal counsel and third-party experts to assess and manage material risks from cybersecurity threats. Our CISO is informed about and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents pursuant to criteria set forth in our incident response plan and related processes. Our CISO or a delegate informs the IRT of cybersecurity incidents that may potentially be determined to be material pursuant to escalation criteria set forth in our incident response plan and related processes. The CISO, in collaboration with legal counsel, is primarily responsible for advising our chief executive officer ("CEO") and chief financial officer ("CFO") regarding cybersecurity disclosures in public filings. The CISO also notifies the Audit Committee chair of any material cybersecurity incident.

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exercises, providing education/training and taking other preventive measures. Our CISO coordinates with legal counsel and third party experts to assess and manage material risks from cybersecurity threats. Our CISO is informed about and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents pursuant to criteria set forth in our incident response plan and related processes. Our CISO or a delegate informs the IRT of cybersecurity incidents that may potentially be determined to be material pursuant to escalation criteria set forth in our incident response plan and related processes. The CISO, in collaboration with legal counsel, is primarily responsible for advising our chief executive officer ("CEO") and chief financial officer ("CFO") regarding cybersecurity disclosures in public filings. The CISO also notifies the Audit Committee chair of any material cybersecurity incident.

As of the date of this Annual Report on Form 10-K, we have not detected any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the company, including its business strategy, results of operations or financial condition. For further discussion of the risks associated with cybersecurity incidents, refer to Item 1A. Risk Factors in this Annual Report on Form 10-K.

Board of Directors

The Corporate Risk Committee of our Board of Directors oversees our information technology systems, including information security, compliance and privacy. Additionally, the Audit Committee of our Board of Directors oversees adequacy and effectiveness of our controls and procedures, including those designed to assess, identify and manage material risks from cybersecurity threats and incidents. Further, at least ~~once per quarter~~bi-annually, our CIO and/or CISO report on cybersecurity matters to the Corporate Risk Committee, and updates are provided to our Board of Directors at regular board meetings. The CIO also provides updates annually or more frequently as appropriate to our Board of Directors. Our ERM team reports annually on the company's risks to our Board of Directors, which includes progress related to mitigation activities and risk conditions.

ITEM 2. PROPERTIES

Description			Location(s)
Energy
Refineries			Laurel, Montana, and McPherson, Kansas
Propane terminals			9 locations in Colorado, Iowa, Minnesota, Missouri, North Dakota, Washington and Wisconsin
Transportation terminals/repair facilities			12 locations in Iowa, Kansas, Minnesota, Montana, North Dakota, South Dakota, Washington and Wisconsin
Petroleum and asphalt terminals/storage facilities			12 locations in Kansas, Montana, North Dakota and Wisconsin
Pipelines:
Cenex Pipeline, LLC			Laurel, Montana, to Fargo, North Dakota
Front Range Pipeline, LLC			Canadian border to Laurel, Montana
Jayhawk Pipeline, LLC			Throughout Kansas, with branches in Nebraska, Oklahoma and Texas
Conway Pipeline			McPherson, Kansas, to Conway, Kansas
Kaw Pipe Line Company			Locations throughout Kansas
Osage Pipe Line Company, LLC			Oklahoma to Kansas (50% owned by CHS)
Zip Trip corporate headquarters			Spokane, Washington
Convenience stores/gas stations			39 locations in Colorado, Minnesota, Montana, Nebraska, North Dakota, South Dakota and Wyoming
Lubricant plants/warehouses			3 locations in Inver Grove Heights, Minnesota; Kenton, Ohio; and Amarillo, Texas

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Description			Location(s)
Ag
Global Grain and Processing
Grain terminals			14 locations in the United States, including sites in Illinois, Iowa, Louisiana, Minnesota, Mississippi, Texas and Wisconsin 5 locations in Brazil3 locations in Europe, including in Hungary and Romania
Fertilizer terminal			Argentina
Grain marketing offices			2 locations in the United States, including in Minnesota and Nebraska16 locations in South America, including in Argentina, Brazil and Uruguay8 locations in Europe, including in Bulgaria, Hungary, Italy, Romania, Serbia, Spain, Switzerland and Ukraine4 locations in Asia, including in China, Singapore, South Korea and Taiwan
Oilseed facilities			Fairmont, Hallock and Mankato, Minnesota
Sunflower processing plants			Fargo and Grandin, North Dakota
Storage and warehouse facilities			Joliette, North Dakota; and Winkler, Canada
Ethanol plants			Annawan and Rochelle, Illinois
Ag Retail
Agri-operations facilities			Approximately 420 community locations located in Colorado, Idaho, Illinois, Iowa, Kansas, Minnesota, Montana, Nebraska, North Dakota, Oklahoma, Oregon, South Dakota, Texas, Washington and Wisconsin
Feed manufacturing facilities			9 locations in Iowa, Montana, North Dakota, Oregon and South Dakota
Wholesale Agronomy
Deepwater port			Galveston, Texas
Terminals			11 locations in Illinois, Iowa, Kentucky, Louisiana, Minnesota, South Dakota and Texas
Bulk chemical rail terminal facility			Brooten, Minnesota
Distribution warehouses			28 locations in Arkansas, Idaho, Illinois, Iowa, Kansas, Michigan, Minnesota, Montana, Nebraska, North Dakota, Oklahoma, South Dakota, Texas, Washington and Wisconsin
Research and development center			Randolph, Minnesota
Corporate and Other
Corporate headquarters			A 33-acre campus in Inver Grove Heights, Minnesota, consisting of a building with approximately 320,000 square feet of office space and two smaller buildings with approximately 13,400 and 9,000 square feet of space
Office facilities			Washington, District of Columbia

ITEM 2. PROPERTIES

We own or lease energy, agronomy, grain-handling and processing facilities and other real estate throughout the United States and internationally. Below is a summary of these locations by segment and related business, the majority of which are owned.


Description			Location(s)
Energy
Refineries			Laurel, Montana, and McPherson, Kansas
Propane terminals			9 locations in Colorado, Iowa, Minnesota, Missouri, North Dakota, Washington and Wisconsin
Transportation terminals/repair facilities			12 locations in Iowa, Kansas, Minnesota, Montana, North Dakota, South Dakota, Washington and Wisconsin
Petroleum and asphalt terminals/storage facilities			12 locations in Kansas, Montana, North Dakota and Wisconsin
Pipelines:
Cenex Pipeline, LLC			Laurel, Montana, to Fargo, North Dakota
Front Range Pipeline, LLC			Canadian border to Laurel, Montana
Jayhawk Pipeline, LLC			Throughout Kansas, with branches in Nebraska, Oklahoma and Texas
Conway Pipeline			McPherson, Kansas, to Conway, Kansas
Kaw Pipe Line Company			Locations throughout Kansas
Osage Pipe Line Company, LLC			Oklahoma to Kansas (50% owned by CHS)
Cenex Zip Trip® corporate headquarters			Spokane, Washington
Convenience stores/gas stations			39 locations in Colorado, Minnesota, Montana, Nebraska, North Dakota, South Dakota and Wyoming
Lubricant plants/warehouses			2 locations in Inver Grove Heights, Minnesota, and Kenton, Ohio
Ag
Global Grain and Processing
Grain terminals			13 locations in the United States in Illinois, Iowa, Louisiana, Minnesota, Mississippi and Texas 5 locations in Brazil 3 locations in Europe in Hungary and Romania
Fertilizer terminal			Argentina
Grain marketing offices			2 locations in the United States in Minnesota and Nebraska 17 locations in Latin and South America in Mexico, Argentina, Brazil and Uruguay 8 locations in Europe in Bulgaria, Hungary, Italy, Romania, Serbia, Spain, Switzerland and Ukraine 4 locations in Asia in China, Singapore, South Korea and Taiwan
Oilseed processing facilities			Fairmont, Hallock and Mankato, Minnesota
Sunflower processing facilities			Fargo and Grandin, North Dakota
Storage and warehouse facility			Joliette, North Dakota
Ethanol plants			Annawan and Rochelle, Illinois
Ag Retail
Agri-operations facilities			Approximately 400 community locations in Colorado, Idaho, Illinois, Iowa, Kansas, Minnesota, Montana, Nebraska, North Dakota, Oklahoma, Oregon, South Dakota, Texas, Washington and Wisconsin
Feed manufacturing facilities			9 locations in Iowa, Montana, North Dakota, Oregon and South Dakota
Wholesale Agronomy
Deepwater port			Galveston, Texas
Terminals			11 locations in Illinois, Iowa, Kentucky, Louisiana, Minnesota, South Dakota and Texas
Bulk chemical rail terminal facility			Brooten, Minnesota
Distribution warehouses			28 locations in Arkansas, Idaho, Illinois, Iowa, Kansas, Michigan, Minnesota, Montana, Nebraska, North Dakota, Oklahoma, South Dakota, Texas, Washington and Wisconsin
Research and development center			Randolph, Minnesota

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Description			Location(s)
Corporate and Other
Corporate headquarters			33-acre campus in Inver Grove Heights, Minnesota, consisting of a building with approximately 320,000 square feet of office space and two smaller buildings with approximately 13,400 and 9,000 square feet of space
Office facilities			Washington, District of Columbia, and Kansas City, Missouri

ITEM 3. LEGAL PROCEEDINGS

For a description of our material pending legal proceedings, please see Note 17, Commitments and Contingencies, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

As a cooperative, we do not have common stock that is traded or otherwise outstanding. We did not sell any equity securities during the three years ended August 31, ~~2024~~2025, that were not registered under the Securities Act of 1933.

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide a reader of our financial statements with a narrative from the perspective of our management regarding our financial condition and results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

•Overview

•Business Strategy

•Fiscal ~~2024~~2025 Highlights

•Fiscal ~~2025~~2026 Outlook

•Operating Metrics

•Results of Operations

•Liquidity and Capital Resources

•Critical Accounting Policies

•Recent Accounting Pronouncements

Our MD&A should be read in conjunction with the accompanying audited financial statements and notes to those financial statements and the Cautionary Statement regarding forward-looking statements found in Part I, Item 1A of this Annual Report on Form 10-K.

Overview

CHS Inc. is a diversified company that provides grain, food, agronomy and energy resources to businesses and consumers on a global scale. As a cooperative, we are owned by farmers, ranchers and member cooperatives across the United States. We also have preferred shareholders who own our five series of preferred stock, all of which are listed and traded on ~~the Global Select Market of The~~ Nasdaq ~~Stock Market LLC~~. We operate in the following three reportable segments:

•Energy. Produces and provides petroleum products primarily for wholesale distribution and transportation ~~of petroleum products~~.

•Ag. Purchases and further processes or resells grain and oilseed originated by our ag retail and global grain and processing businesses, by our member cooperatives and by third parties. ItThis segment also includes our renewable fuels business and serves as a wholesaler and retailer of agronomy products.

•Nitrogen Production. Produces and distributes nitrogen fertilizer. ItThis segment consists of our equity method investment in CF Nitrogen and allocated expenses.

In addition, our financing and hedging businesses, along with our nonconsolidated food production and distribution and wheat milling joint ventures, have been aggregated within our Corporate and Other category.

The consolidated financial statements include the accounts of CHS and all subsidiaries and limited liability companies in which we have control. The effects of all significant intercompany transactions have been eliminated.

Corporate administrative expenses and interest are allocated to each reportable segment and Corporate and Other, based on direct use of services, such as information technology and legal, and other factors or considerations relevant to the costs incurred.

Management's Focus. When evaluating our operating performance, management focuses on ~~gross profit and~~ income before income taxes ("IBIT"). As a company that operates heavily in global commodities, there is significant unpredictability and volatility in pricing, costs and global trade volumes. Consequently, we focus on managing the margin we can earn and the resulting IBIT. We also focus on ensuring balance sheet strength through appropriate management of financial liquidity, leverage, capital allocation and cash flow optimization.

Seasonality. Many of our business activities are highly seasonal and our operating results vary throughout the year. Our revenues and IBIT generally trend lower during the second fiscal quarter and increase in the third fiscal quarter. For example, in our Ag segment, our ag retail business generally experiences higher volumes and revenues during the fall harvest and spring planting seasons, which generally correspond to our first and third fiscal quarters, respectively. Additionally, our agronomy business generally experiences higher volumes and revenues during the spring planting season. Our global grain and processing operations are subject to fluctuations in volumes and revenues based on producer harvests, world grain prices, global demand and international trade relationships. Our Energy segment generally experiences higher volumes and revenues in

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certain operating areas, such as refined fuel products, in the spring, summer and early fall when gasoline and diesel fuel use by agricultural producers is highest and is subject to global supply and demand forces. Other energy products, such as propane, generally experience higher volumes and revenues during the winter heating and fall crop-drying seasons. The graphs below depict the seasonality inherent in our businesses.

Pricing and Volumes. Our revenues, assets and cash flows can be significantly affected by global market prices and sales volumes of commodities such as petroleum products, natural gas, grain, oilseed products and agronomy products. Changes in market prices for commodities we purchase without a corresponding change in the selling prices of those products can affect revenues and operating earnings. Similarly, increased or decreased sales volumes without a corresponding change in the purchase and selling prices of those products can affect revenues and operating earnings. Commodity prices and sales volumes are affected by a wide range of factors beyond our control, including weather,; crop damage due to plant disease or insects,; drought,; availability/adequacy of supply of a commodity,; availability of reliable rail, river, truck and ~~river~~ocean transportation networks,; disease outbreaks,; government regulations and policies,; global trade disputes,; wars and civil unrest,; and general political and/or economic conditions.

Business Strategy

Our business strategies focus on an enterprisewide effort to create an experience that empowers customers to make CHS their first choice, expand market access to add value for our owners and transform and evolve our core businesses by capitalizing on changing market dynamics. To execute these strategies, we are focused on implementing agile, efficient and sustainable technology platforms; building robust and efficient supply chains; hiring, developing and retaining high-performing, diverse and passionate teams; achieving operational excellence and continuous improvement; and maintaining a strong balance sheet.

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Fiscal ~~2024~~2025 Highlights

•~~Financial~~Our ~~performance~~Ag ~~remained~~segment ~~solid~~performed ~~across our segments~~well, although down from ~~historically~~ strong results in the prior year. This was mainly due to softening grain and oilseed product margins, lower oilseed crush margins, declining commodity prices and global market conditions.

•~~Our~~Despite strong volumes, our Energy segment results declined significantly from the prior year. ~~due~~This towas ~~evolving~~driven ~~market~~by ~~conditions~~decreased Western Canadian Select crude oil discounts, ~~including~~unfavorable ~~the~~crack ~~impact~~spreads and expected lower sales of ~~less~~produced, ~~favorable~~higher-margin ~~refining~~refined ~~margins~~products as a result of our planned major maintenance at our McPherson, Kansas refinery in the third quarter of fiscal year 2025.

•InEquity ~~our~~method Aginvestments ~~segment,~~continued ~~earnings declined compared~~ to ~~the~~provide ~~prior~~solid ~~year~~contributions asto aCHS ~~result~~income, ofincluding ~~softening~~strong ~~oilseed~~results ~~crush~~from ~~margins~~our ~~and~~investments ~~global~~in ~~market~~CF ~~conditions~~Nitrogen ~~that drove down margins for U.S. grain~~ and ~~oilseed~~Ventura ~~exports~~Foods.

~~•Equity~~Fiscal ~~method~~2026 ~~investments continued to perform well, with our CF Nitrogen investment being the largest contributor.~~Outlook

~~Fiscal~~Our ~~2025~~segments ~~Outlook~~operate in cyclical environments in which market conditions can change rapidly with significant positive or negative impacts on our results. We anticipate various macroeconomic factors will continue to drive uncertainty and instability in global energy and agricultural commodity markets, as well as global financial markets, which could have a significant impact on each of our segments during fiscal 2026. These factors include, among others, the ongoing war between Russia and Ukraine and further conflict in the Middle East, shifts in global trade flows for commodities, including global competitiveness giving rise to a weak export market for U.S.-sourced agricultural products, potential changes in U.S. trade policy, increased or fluctuating tariffs, a changing interest rate environment, and continued pricing pressures impacting costs of labor, freight and materials. These factors, or any form of them, could cause significant margin pressure and lower profitability. In addition to these broad macroeconomic factors, other factors could impact demand and pricing for agricultural inputs and outputs, as well as our ability to supply those inputs and outputs while remaining profitable. These include regional factors, such as unpredictable weather conditions, including those due to climate change. We currently expect global supply and demand factors impacting energy and agricultural commodities to be unfavorable for us in fiscal 2026. Further, in light of increasing uncertainty in the markets we serve, we are unable to predict how long the current environment will last or the significance of the financial and operational impacts to us; however, we currently expect the trend of reduced margins for energy and agricultural commodities to persist in fiscal 2026. Refer to Item 1A of this Annual Report on Form 10-K for additional consideration these risks may have on our business operations and financial performance.

~~Our segments operate in cyclical environments in which market conditions can change rapidly with significant positive or negative impacts on our results.~~ We ~~anticipate various macroeconomic factors~~ will continue to ~~drive~~execute ~~uncertainty and instability in global energy and agricultural commodity markets, as well as global financial markets, which could have a significant impact on each of~~ our ~~segments~~enterprise ~~during~~priorities for fiscal ~~2025. These factors include~~2026, ~~among others, the ongoing war between Russia and Ukraine and further escalation of conflict in the Middle East, shifts in global trade flows for commodities,~~ including ~~global~~maximizing ~~competitiveness~~our ~~giving~~platforms ~~rise~~through to a weak export market for U.S. sourced agricultural products, potential changes in U.S. trade policy following the U.S. general election in November, a changing interest rate environment, and continued pricing pressures impacting costs of labor, freight and materials. These factors, or any form of them, could cause significant margin pressure and lower profitability. In addition to these broad macroeconomic factors, other factors could impact demand and pricing for agricultural inputs and outputs, as well as our ~~ability~~integrated to supply ~~those~~chains ~~inputs~~ and ~~outputs~~capitalizing ~~while~~on ~~remaining~~domestic ~~profitable.~~and ~~These~~global ~~include regional factors~~opportunities, ~~such~~ as ~~unpredictable~~we ~~weather~~navigate ~~conditions, including those due to climate change. We currently expect global supply and demand factors impacting energy and agricultural commodities to be~~ less favorable ~~for~~market usconditions in fiscal 2025. Further, in light of increasing uncertainty in the markets we serve, we are unable to predict how long the current environment will last or the significance of the financial and operational impacts to us; however, we currently expect the trend of reduced margins for energy and agricultural commodities ~~to persist in fiscal 2025~~. ~~Refer to Item 1A of this Annual Report on Form 10-K for additional consideration these risks may have on our business operations and financial performance.~~

We will continue to execute our enterprise priorities for fiscal 2025, including pursuing growth through strategic investments and cooperative connections and leveraging our financial strength and resilience as we navigate less favorable market conditions for energy and agricultural commodities.

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Operating Metrics

Energy

Our Energy segment operations primarily include our refineries in Laurel, Montana, and McPherson, Kansas, which process crude oil to produce refined products, including gasolines, distillates and other products. To ensure the reliability of our refineries, we perform major maintenance activities every two to five years, which require a temporary shutdown of operations. These planned shutdowns allow us to extend the life, increase the capacity and improve the safety and efficiency of our refinery processing assets. They also minimize unplanned business interruptions and are essential to the long-term reliability and profitability of our Energy segment.

During periods of maintenance, utilization rates, throughput volumes and refined fuel yields are lower, and we may purchase refined petroleum products from third parties to meet the needs of our customers. These third-party purchases may result in lower margins than for products produced by our refineries, which reduces our profitability. The following table provides information about our consolidated refinery operations:

	Years Ended August 31,
	2024	2023
	2025	2024
Refinery throughput volumes*	(Barrels per day)
Heavy, high-sulfur crude oil	~~108~~100,~~713~~029	94108,~~692~~713
All other crude oil	6961,~~137~~776	7069,~~397~~137
Other feedstocks and blendstocks	1113,~~574~~032	11,~~804~~574
Total refinery throughput volumes	~~189~~174,~~424~~837	~~176~~189,~~893~~424
Refined fuel yields
Gasolines	8581,~~210~~030	8185,~~006~~210
Distillates	8476,~~739~~297	7684,~~613~~739

*Lower refinery throughput volumes and refined fuel yields experienced during fiscal ~~2023~~2025 were primarily due to a planned shutdown to perform major

maintenance at our ~~Laurel~~McPherson, ~~Montana~~Kansas, refinery during the third quarter of fiscal 2025.

We are subject to the Renewable Fuel Standard that requires refiners to blend renewable fuels (e.g., ethanol and biodiesel) into their finished transportation fuels or purchase renewable energy credits, known as renewable identification numbers ("RINs"), in lieu of blending. The U.S. Environmental Protection Agency ("EPA") generally establishes new annual renewable fuel percentage standards for each compliance year in the preceding year. ~~In June 2023, the EPA issued a final renewable volume obligation ("RVO") for calendar years 2020 through 2025.~~ We generate RINs through our blending activities, but we cannot generate enough RINs to meet the needs of our refining capacity; therefore, RINs must be purchased on the open market. The price of RINs can be volatile, with prices for D6 ethanol RINs and D4 biodiesel RINs ~~decreasing~~increasing by 5724% and 5829%, respectively, during fiscal ~~2024~~2025, compared to the prior year, which ~~positively~~negatively impacted our earnings. Estimates of our RIN expenses are calculated using an average RIN price each month.

	Years Ended August 31,
	2024		2023
Market indicators*
WTI crude oil (dollars per barrel)	$	79.41	$	78.25
WTI - WCS crude oil discount (dollars per barrel)	$	17.24	$	19.94
Group 3 2:1:1 crack spread (dollars per barrel)	$	21.97	$	36.17
Group 3 5:3:2 crack spread (dollars per barrel)	$	20.60	$	34.25
D6 ethanol RIN (dollars per RIN)	$	0.6801	$	1.5725
D4 biodiesel RIN (dollars per RIN)	$	0.6829	$	1.6380

During the fourth quarter of fiscal 2025, we received notice from the EPA that our petitions seeking an extension of the small refinery exemption ("SRE") under the Renewable Fuels Standard for our Laurel, Montana, refinery were granted in full or in part for compliance years 2019 through 2024. This action by the EPA reduced our renewable volume obligation ("RVO") for production at our Laurel, Montana, refinery for those specific years and resulted in a benefit of approximately $90 million during the fourth quarter of fiscal year 2025. We may be eligible for exemptions for compliance years 2025 and beyond, but this is highly dependent on volumes of crude oil average throughput at that time and the EPA's evaluation of those potential future petitions. Further, we may incur future liabilities that partially or fully offset those benefits if the EPA reallocates the RVOs waived through the SRE process by increasing the blending requirements for larger refineries, including our McPherson, Kansas, refinery, in future years.

*Market In ~~source~~addition ~~information~~to ~~represents~~our internal operational reliability, the ~~average~~profitability ~~month-end~~of ~~price~~our ~~during~~Energy segment is largely driven by crack spreads (i.e., the ~~period~~price differential between refined products and crude oil inputs) and Western Canadian Select ("WCS") crude oil discounts (i.e., ~~Group~~the 3price ~~refers~~discount for WCS crude oil relative to ~~the~~West Texas Intermediate ("WTI") crude oil), ~~refining~~which are driven by supply and ~~distribution~~demand ~~system~~of ~~serving~~refined ~~the~~products. ~~Midwest~~Crack ~~markets~~spreads ~~from~~and WCS crude oil discounts both decreased in fiscal 2025, compared to the ~~Gulf~~prior ~~Coast~~year, ~~through~~contributing to significantly decreased IBIT for the ~~Plains~~Energy ~~states~~segment. The table below provides

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information about average market reference prices and differentials that impacted our Energy segment:


	Years Ended August 31,
	2025		2024
Market indicators
WTI crude oil (dollars per barrel)	$	68.08	$	79.41
WTI - WCS crude oil discount (dollars per barrel)	$	11.57	$	17.24
Group 3 2:1:1 crack spread (dollars per barrel)*	$	19.91	$	21.97
Group 3 5:3:2 crack spread (dollars per barrel)*	$	19.12	$	20.60
D6 ethanol RIN (dollars per RIN)	$	0.8428	$	0.6801
D4 biodiesel RIN (dollars per RIN)	$	0.8823	$	0.6829

*Group 3 refers to the oil refining and distribution system serving the Midwest markets from the Gulf Coast through the Plains states.

Our Ag segment operations work together to facilitate the production, purchase, sale and eventual use of grain and other agricultural commodities within the United States and internationally. Profitability in our Ag segment is mostly driven by throughput and production volumes, as well as commodity price spreads; however, revenues and cost of goods sold ("COGS") are largely affected by market-driven commodity prices outside our control. The table below provides information about average market prices for agricultural commodities, as well as sales and throughput volumes that impacted our Ag segment for the years ended August 31, 2025 and 2024:

Years Ended August 31,

Market Source*

~~2024~~2025

~~2023~~2024

Commodity prices

Corn (dollars per bushel)

Chicago Board of Trade

4.3736

64.1937

Soybeans (dollars per bushel)

Chicago Board of Trade

1110.8816

1411.5088

Wheat (dollars per bushel)

Chicago Board of Trade

5.7640

75.1776

Urea (dollars per ton)

Green Markets NOLA

~~332~~368.4695

~~420~~332.0646

Urea ammonium nitrate (dollars per ton)

Green Markets NOLA

~~238~~285.8444

~~349~~238.8784

Ethanol (dollars per gallon)

Chicago Platts

1.8370

21.3683

Volumes

Grain and oilseed (thousands of bushels)

2,~~382~~433,~~219~~258

2,~~108~~382,~~183~~219

North American grain and oilseed port throughput (thousands of bushels)

~~664~~770,~~025~~867

~~557~~664,~~414~~025

Wholesale crop nutrients (thousands of tons)

7,~~245~~311

67,~~628~~245

Ethanol (thousands of gallons)

~~711~~565,~~451~~835

~~968~~711,~~516~~451

*Market source information represents the average week-end or month-end price during the period.

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Results of Operations

Consolidated Statements of Operations

	Years Ended August 31,
	2024				2023
	2025				2024
	Dollars		% of Revenues*		Dollars		% of Revenues*
	(In thousands)				(In thousands)
Revenues	$	3935,~~261~~462,~~229~~608	100.0	%	$	4539,~~590~~261,~~004~~229	100.0	%
Cost of goods sold	3734,~~509~~325,~~902~~794		9596.58		4337,~~213~~509,~~739~~902		9495.85
Gross profit	1,~~751~~136,~~327~~814		43.52		21,~~376~~751,~~265~~327		54.25
Marketing, general and administrative expenses	1,~~166~~046,~~969~~059		32.09		1,~~032~~166,~~765~~969		2.3.0
Operating earnings	~~584~~90,~~358~~755		10.53		1584,~~343,500~~358		21.95
Interest expense	~~104~~146,~~064~~079		0.34		~~137~~104,~~442~~064		0.3
Other income	(~~137~~100,~~630~~431)		(0.43)		(~~112~~137,~~131~~630)		(0.24)
Equity income from investments	(~~479~~569,~~863~~665)		(1.26)		(~~689~~479,~~590~~863)		(1.52)
Income before income taxes	1614,~~097,787~~772		21.87		21,~~007~~097,~~779~~787		42.48
Income tax (benefit) expense	(416,~~872)~~777		—		~~107~~(4,~~655~~872)		~~0.2~~—
Net income	1597,~~102,659~~995		21.87		1,~~900~~102,~~124~~659		4.2.8
Net loss attributable to noncontrolling interests	~~340~~78		—		~~(314)~~340		—
Net income attributable to CHS Inc.	$	1597,~~102,319~~917	21.87	%	$	1,~~900~~102,~~438~~319	4.2.8	%

*Amounts less than 0.1% are shown as zero percent. Percentage subtotals may ~~differ~~not sum due to rounding.

The charts below detail revenues, net of intersegment revenues, and IBIT by ~~reportable~~ segment for fiscal ~~2024~~2025. Our Nitrogen Production ~~reportable~~ segment represents an equity method investment that records earnings and allocated expenses, but not revenues.

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(Loss) Income Before Income Taxes by Segment

Energy

	Years Ended August 31,				Change
	2024		2023		Dollars		Percent
	2025		2024		Dollars		Percent
	(Dollars in thousands)
Income before income taxes	$	429,053	$	1,075,443	$	(646,390)	(60.1)	%
(Loss) Income before income taxes	$	(7,042)	$	429,053	$	(436,095)	(101.6)	%

The following waterfall analysis and commentary presents the changes in our Energy segment IBIT for the year ended August 31, ~~2024~~2025, compared to the prior year:

*See commentary related to these changes in the marketing, general and administrative expenses, interest expense, other income and equity income from investments sections of this Results of Operations.

The change in Energy segment IBIT for fiscal ~~2024~~2025 reflects the following:

•~~Lower~~Significantly lower WCS crude oil discounts and crack spreads ~~and~~compared ~~decreased~~to ~~WCS~~the ~~crude~~prior ~~oil~~fiscal ~~discounts~~year, ~~resulted~~due ~~from~~to less favorable global market conditions, ~~which~~including higher U.S. refinery capacity utilization and global production, as well as additional export opportunities for Canadian crude oil, contributed to ana $~~803~~308.81 million decrease of IBIT.

•~~Increased~~ Decreased ~~repairs~~refined ~~and~~fuels ~~maintenance~~production ~~expense~~volumes contributed to a $88.5 million decrease in IBIT, primarily due to ~~unplanned~~planned major maintenance at our ~~Laurel,~~McPherson ~~Montana,~~refinery ~~and~~which ~~McPherson~~reduced the sales mix of higher-margin, ~~Kansas~~produced ~~refineries~~refined ~~contributed~~fuels products relative to ~~$44.2~~lower-margin, ~~million~~purchased ofrefined ~~decreased~~fuels ~~IBIT~~products.

•~~Lower~~The ~~margins~~overall ~~from~~IBIT ~~premiums~~decrease onwas ~~seasonal~~partially ~~refined~~offset ~~fuels~~by ~~products~~an ~~contributed~~approximately $~~28.0~~90 million favorable impact due to the small refinery exemption. During the fourth quarter of ~~decreased~~fiscal ~~IBIT~~2025, we received notice from the EPA that our petitions seeking an extension of the small refinery exemption under the Renewable Fuels Standard for our Laurel, Montana, refinery were granted in full or in part for compliance years 2019 through 2024. This action by the EPA reduced our renewable volume obligation for production at our Laurel, Montana, refinery for those specific years and resulted in a benefit during the fourth quarter of fiscal year 2025.

•~~The~~ Higher ~~overall IBIT decrease was partially offset by lower~~ costs for RINs, inexclusive ~~our~~of ~~refined~~the ~~fuels~~small ~~business~~refinery exemption, ~~which~~ contributed to a $~~247~~45.27 million ~~cost~~decrease ~~reduction.~~of IBIT.

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	Years Ended August 31,				Change
	2024		2023		Dollars		Percent
	2025		2024		Dollars		Percent
	(Dollars in thousands)
Income before income taxes	$	~~342~~245,~~677~~660	$	~~411~~342,~~808~~677	$	(6997,~~131~~017)	(1628.83)	%

The following waterfall analysis and commentary presents the changes in our Ag segment IBIT for the year ended August 31, ~~2024~~2025, compared to the prior year:

The change in Ag segment IBIT for fiscal ~~2024~~2025 reflects the following:

•Decreased margins offor ~~$120.2~~our ~~million~~grain ~~for~~and oilseed ~~processing~~product ~~due~~category toare primarily a ~~higher~~result ~~supply~~ of ~~canola~~unfavorable ~~and~~market ~~soybean~~conditions ~~meal~~in ~~and~~North ~~oil across global markets~~America, ~~resulting~~South inAmerica ~~lower~~and ~~crush~~Europe, ~~margins~~costs ~~and~~associated ~~decreased~~with ~~margins~~closing ofour ~~$34.1~~Superior, ~~million~~Wisconsin, ~~for~~ grain facility and ~~oilseed~~the ~~due~~timing toimpact ~~competitive~~of ~~global~~mark-to-market ~~grain~~adjustments, ~~markets~~collectively ~~that~~contributed ~~compressed~~to ~~margins,~~a ~~compared~~$118.8 tomillion ~~the~~decrease ~~prior~~in ~~year~~IBIT.

•~~The~~Decreased ~~margin~~margins ~~decrease~~for ~~was~~our ~~partially~~oilseed ~~offset~~processing byproduct ~~increased~~category, ~~margins~~due ~~for~~to ~~wholesale~~a ~~and~~higher ~~retail~~global ~~agronomy~~supply ~~products~~of ~~driven~~soybean byand ~~improved~~canola ~~market~~meal ~~conditions~~and oil, ~~which~~resulted in lower crush margins compared to the prior fiscal year and contributed to a $61105.3 million ~~increase~~decrease ofin IBIT.

All Other Segments

•Higher volumes of wholesale and retail agronomy products contributed to a $27.2 million increase of IBIT due to increased demand as prices declined due to global market conditions.


	Years Ended August 31,				Change
	2025		2024		Dollars		Percent
	(Dollars in thousands)
Nitrogen Production IBIT*	$	159,541	$	151,235	$	8,306	5.5	%

Corporate and Other IBIT	$	216,613	$	174,822	$	41,791	23.9	%

•Higher volumes for grain and oilseed and oilseed processing products collectively contributed to $52.2 million of increased IBIT as a result of favorable weather conditions and logistical and operational efficiencies at the oilseed crush plants.

	Years Ended August 31,				Change
	2024		2023		Dollars		Percent
	(Dollars in thousands)
Nitrogen Production IBIT*	$	151,235	$	260,760	$	(109,525)	(42.0)	%
Corporate and Other IBIT	$	174,822	$	259,768	$	(84,946)	(32.7)	%

*See Note 6, Investments, of the notes to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.

Our Nitrogen Production segment IBIT ~~decreased~~ increased slightly from the prior fiscal year asdue ato ~~result~~higher ~~of lower~~ equity income primarily attributed to ~~decreased~~favorable ~~selling~~market ~~prices~~conditions ofassociated ~~urea~~with ~~and UAN, which was partially offset by decreased natural gas costs, all due to global supply and demand factors~~urea. Corporate and Other IBIT ~~decreased~~increased ~~primarily~~largely ~~due to lower equity income from our Ventura Foods investment~~ as a result of ~~less~~a ~~favorable~~gain ~~market~~on ~~conditions for oil-based food products experienced during~~ the ~~current~~sale ~~year~~of ~~compared to the prior year and~~ a ~~gain~~business, ~~associated~~recognized ~~with~~by ~~the~~our ~~sale~~equity ofinvestment ~~certain~~Ventura ~~assets~~Foods, induring the ~~prior~~ year ~~that~~ended ~~did~~August ~~not~~31, ~~recur in the current year~~2025.

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Revenues by Segment

Energy

	Years Ended August 31,				Change
	2024		2023		Dollars		Percent
	2025		2024		Dollars		Percent
	(Dollars in thousands)
Revenues	$	87,~~766~~635,~~495~~033	$	108,~~096~~766,~~913~~495	$	(1,~~330~~131,~~418~~462)	(1312.29)	%

The following waterfall analysis and commentary presents the changes in our Energy segment revenues for the year ended August 31, ~~2024~~2025, compared to the prior year:

The change in Energy segment revenues for fiscal ~~2024~~2025 reflects the following:

•~~Decreased~~Global market conditions contributed to decreased selling prices ~~resulting~~for ~~from~~refined ~~global~~fuels ~~market~~that ~~conditions~~resulted ~~contributed~~in toa $1.01 billion ~~and~~decrease ~~$121.3~~in ~~million~~revenues.

decreases in revenues for refined fuels and propane, respectively.

•Lower propane and refined fuels volumes contributed to $93.9 million and $64.0 million decreases in revenues, respectively, primarily driven by lower demand as a result of unfavorable weather conditions across much of our trade territory.

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	Years Ended August 31,				Change
	2024		2023		Dollars		Percent
	2025		2024		Dollars		Percent
	(Dollars in thousands)
Revenues	$	3027,~~416~~748,~~859~~481	$	3530,~~425~~416,~~204~~859	$	(52,~~008~~668,~~345~~378)	(148.18)	%

The following waterfall analysis and commentary presents the changes in our Ag segment revenues for the year ended August 31, ~~2024~~2025, compared to the prior year:

The change in Ag segment revenues for fiscal ~~2024~~2025 reflects the following:

•Decreased selling prices across ~~all~~most of our Ag segment product categories due to global market conditions were experienced during fiscal ~~2024~~2025, including:

◦$62.07 billion decrease for grain and oilseed;

◦ $1453.25 ~~billion~~million decrease for ~~wholesale~~oilseed ~~and retail agronomy products~~processing; and

◦ $~~484~~111.13 million decrease ~~for~~associated ~~oilseed~~with ~~processing;~~renewable ~~and~~fuels.

~~◦$331.6~~•Increased ~~million~~volumes ~~decrease~~were ~~for~~realized ~~renewable~~across ~~fuels.~~most of our Ag segment product categories, including:

~~•Increased~~◦$590.7 ~~volumes~~million for ~~grain~~wholesale and ~~oilseed~~retail ~~contributed~~agronomy toproducts as a ~~$3.1~~result ~~billion~~of ~~increase in revenues, primarily due to~~ more favorable weather conditions inand ~~fiscal~~strategic ~~2024.~~initiatives to grow the business and;

	Years Ended August 31,				Change
	2024		2023		Dollars		Percent
	(Dollars in thousands)
Corporate and Other revenues	$	77,875	$	67,887	$	9,988	14.7	%

◦$446.7 million for grain and oilseed as a result of higher demand due to lower prices.

◦These increases were partially offset by decreased volumes of renewable fuels as a result of unfavorable global market conditions, which contributed to decreased revenues of $272.6 million.

All Other Segments*


	Years Ended August 31,				Change
	2025		2024		Dollars		Percent
	(Dollars in thousands)


Corporate and Other revenues	$	79,094	$	77,875	$	1,219	1.6	%

*Our Nitrogen Production reportable segment represents an equity method investment that records earnings and allocated expenses, but not revenues.

There were no significant changes to Corporate and Other revenues ~~increased~~ during fiscal ~~2024~~2025 compared to the prior year ~~primarily as a result of increased interest income in our financing business due to higher interest rates and a larger average notes receivable balance~~.

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Cost of Goods Sold by Segment

Energy

	Years Ended August 31,				Change
	2024		2023		Dollars		Percent
	2025		2024		Dollars		Percent
	(Dollars in thousands)
Cost of goods sold	$	87,~~041~~339,~~588~~336	$	8,~~718~~041,~~224~~588	$	(~~676~~702,~~636~~252)	(7.8.7)	%

The following waterfall analysis and commentary presents the changes in our Energy segment COGS for the year ended August 31, ~~2024~~2025, compared to the prior year:

The change in Energy segment COGS for fiscal ~~2024~~2025 reflects the following:

•~~Global~~Decreased ~~market conditions, including reduced RIN~~ costs, ~~contributed to decreased costs~~ for refined fuels, ~~and~~due ~~propane~~to ~~that~~global ~~drove~~market ~~$368.1~~conditions, ~~million~~contributed ~~and~~to a $~~124~~618.7 million ~~decreases~~decrease in COGS~~, respectively~~.

•~~Lower~~COGS ~~propane~~was ~~and~~further ~~refined~~decreased ~~fuels~~by ~~volumes~~an ~~contributed~~approximately to $90.5 million ~~and~~favorable ~~$54~~impact due to the small refinery exemption.7 ~~million~~During ~~decreases~~the infourth ~~COGS~~quarter of fiscal 2025, ~~respectively~~we received notice from the EPA that our petitions seeking an extension of the small refinery exemption under the Renewable Fuels Standard for our Laurel, ~~primarily~~Montana, ~~driven~~refinery were granted in full or in part for compliance years 2019 through 2024. This action by ~~lower~~the ~~demand~~EPA asreduced aour ~~result~~renewable ofvolume ~~unfavorable~~obligation ~~weather~~for ~~conditions~~production ~~across~~at ~~much~~our Laurel, Montana, refinery for those specific years and resulted in a benefit during the fourth quarter of ~~our~~fiscal ~~trade~~year ~~territory~~2025.

• The overall COGS decrease was partially offset by increased costs for propane of $36.9 million, which were a result of higher product volumes and hedging impacts.

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	Years Ended August 31,				Change
	2024		2023		Dollars		Percent
	2025		2024		Dollars		Percent
	(Dollars in thousands)
Cost of goods sold	$	2926,~~478~~985,~~231~~759	$	3429,~~501~~478,~~163~~231	$	(52,~~022~~492,~~932~~472)	(148.65)	%

The following waterfall analysis and commentary presents the changes in our Ag segment COGS for the year ended August 31, ~~2024~~2025, compared to the prior year:

The change in Ag segment COGS for fiscal ~~2024~~2025 reflects the following:

•~~Lower~~Decreased costs across ~~all~~most of our Ag segment product categories due to global market conditions were experienced during fiscal ~~2024~~2025, including:

◦$52.95 billion decrease for grain and oilseed;

◦ $1348.32 ~~billion~~million decrease for ~~wholesale~~oilseed ~~and retail agronomy products~~processing; and

◦ $~~376~~101.10 million decrease ~~for~~associated with renewable fuels~~; and~~.

~~◦$363.8~~•Increased ~~million~~volumes ~~decrease~~were ~~for~~realized ~~oilseed~~across ~~processing.~~most of our Ag segment product categories, including:

~~•Increased~~◦$493.5 ~~volumes~~million for ~~grain~~wholesale and ~~oilseed~~retail ~~contributed~~agronomy toproducts as a ~~$3.1~~result ~~billion~~of ~~increase~~more infavorable ~~COGS,~~weather ~~primarily~~conditions ~~due~~and tostrategic ~~more~~initiatives ~~favorable~~to ~~weather~~grow ~~conditions~~the inbusiness ~~fiscal 2024.~~and;

	Years Ended August 31,				Change
	2024		2023		Dollars		Percent
	(Dollars in thousands)
Nitrogen Production COGS	$	138	$	1,693	$	(1,555)	(91.8)%
Corporate and Other COGS	$	(10,055)	$	(7,341)	$	(2,714)	(37.0)%

◦$441.6 million for grain and oilseed as a result of higher demand due to lower prices.

~~There~~◦These increases were nopartially ~~significant~~offset ~~changes~~by ondecreased avolumes ~~dollar~~of ~~basis~~renewable tofuels ~~COGS~~as ~~for~~a ~~our~~result ~~Nitrogen~~of ~~Production~~unfavorable ~~segment~~global ormarket ~~Corporate~~conditions, ~~and~~which ~~Other~~contributed ~~during fiscal 2024 compared~~ to ~~the~~decreased ~~prior~~COGS ~~year~~of $258.3 million.

All Other Segments


	Years Ended August 31,				Change
	2025		2024		Dollars		Percent
	(Dollars in thousands)
Nitrogen Production COGS	$	1,673	$	138	$	1,535	1,112.3%

Corporate and Other COGS	$	(974)	$	(10,055)	$	9,081	90.3%

There were no significant changes on a dollar basis to COGS for our Nitrogen Production segment or Corporate and Other during fiscal 2025 compared to the prior year.

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Marketing, General and Administrative Expenses

	Years Ended August 31,				Change
	2024		2023		Dollars		Percent
	2025		2024		Dollars		Percent
	(Dollars in thousands)
Marketing, general and administrative expenses	$	1,~~166~~046,~~969~~059	$	1,~~032~~166,~~765~~969	$	~~134~~(120,~~204~~910)	13(10.04)	%

Marketing, general and administrative expenses ~~increased~~decreased during fiscal ~~2024~~2025 primarily due to ~~higher~~lower ~~compensation and benefit~~ expenses, asfor ~~well~~performance-based asincentive ~~higher~~compensation ~~consulting expenses primarily~~ associated with our ~~enterprise~~lower ~~resource~~profitability ~~planning~~during ~~system~~the ~~implementation~~current ~~and~~fiscal ~~other technologies to advance our operating model~~year.

Interest Expense

	Years Ended August 31,				Change
	2024		2023		Dollars		Percent
	2025		2024		Dollars		Percent
	(Dollars in thousands)
Interest expense	$	~~104~~146,~~064~~079	$	~~137~~104,~~442~~064	$	~~(33~~42,~~378)~~015	~~(24~~40.3)4	%

Interest expense ~~decreased~~increased during fiscal ~~2024~~2025, as a result of ~~decreased~~a higher short-term notes payable ~~balances compared to the prior year~~balance, ~~which~~along ~~was~~with ~~partially offset by~~ higher weighted-average interest rates, compared to the prior fiscal year.

Other Income

	Years Ended August 31,				Change
	2024		2023		Dollars		Percent
	2025		2024		Dollars		Percent
	(Dollars in thousands)
Other income	$	~~137~~100,~~630~~431	$	~~112~~137,~~131~~630	$	25(37,~~499~~199)	22(27.70)	%

Other income ~~increased~~decreased during fiscal ~~2024~~2025 primarily asdue ato ~~result~~decreased ~~of increased~~ interest income ~~due~~as to a ~~larger~~result ~~average~~of a smaller cash balance ~~and~~compared ~~higher~~to ~~interest~~the ~~rates~~prior fiscal year.

Equity Income from Investments

	Years Ended August 31,				Change
	2024		2023		Dollars		Percent
	2025		2024		Dollars		Percent
	(Dollars in thousands)
Equity income from investments*	$	~~479~~569,~~863~~665	$	~~689~~479,~~590~~863	$	~~(209~~89,~~727)~~802	~~(30~~18.4)7	%

*See Note 6, Investments, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.

Equity income from investments ~~decreased~~increased during fiscal ~~2024~~2025 compared to the prior year, primarily due to ~~lower income associated with our equity method investments in CF Nitrogen and Ventura Foods. Equity income decreased for CF Nitrogen as~~ a result of lower selling prices for urea and UAN due to global supply and demand factors. Equity income decreased for Ventura Foods as a result of less favorable market conditions for oil-based food products and a gain ~~associated~~on ~~with~~ the sale of ~~certain~~a ~~assets~~business inrecognized ~~the~~by ~~prior~~our ~~year~~equity ~~that~~investment ~~did~~Ventura ~~not reoccur in the current year~~Foods.

Income Tax (Benefit) Expense

	Years Ended August 31,				Change
	2024		2023		Dollars		Percent
	2025		2024		Dollars		Percent
	(Dollars in thousands)
Income tax (benefit) expense	$	(416,~~872)~~777	$	~~107~~(4,~~655~~872)	$	~~(112~~21,~~527)~~649	(~~104~~444.54)	%

~~Lower~~Increased income tax expense during fiscal ~~2024~~2025 resulted primarily from lower ~~nonpatronage income compared to fiscal 2023, recognition of~~ research and development tax credits, ~~during~~a ~~fiscal~~change ~~2024~~in a state law and ~~increased~~a ~~Domestic~~fluctuation ~~Production~~between ~~Activities~~taxable ~~Deduction~~and ~~("DPAD")~~nontaxable ~~benefit~~patronage income. Effective tax rates for the years ended August 31, ~~2024~~2025 and ~~2023~~2024, were (02.4)7% and 5(0.4)%, respectively. Federal and state statutory ~~rate~~rates of 24.3% and 24.5% ~~was~~were applied to nonpatronage business activity for the years ended August 31, ~~2024~~2025 and ~~2023~~2024, respectively. Income taxes and effective tax rates vary each year based ~~upon~~on profitability and nonpatronage business activity.

Comparison of Results of Operations for the Years Ended August 31, 2024 and 2023

For a discussion of results of operations for fiscal 2024 compared to fiscal 2023, please refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended August 31, 2024, filed with the SEC on November 6, 2024.

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Comparison of Results of Operations for the Years Ended August 31, 2023 and 2022

For a discussion of results of operations for fiscal 2023 compared to fiscal 2022, please refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended August 31, 2023, filed with the SEC on November 8, 2023.

Liquidity and Capital Resources

In assessing our financial condition, we consider factors such as working capital, internal benchmarking related to our applicable covenants and other financial information. The following financial information is used when assessing our liquidity and capital resources to meet our capital allocation priorities, which include maintaining the safety and compliance of our operations, paying interest on debt and preferred stock dividends, returning cash to our member-owners in the form of cash patronage and equity redemptions, and taking advantage of strategic opportunities that benefit our member-owners:

	August 31,
	2024		2023
	2025		2024
	(Dollars in thousands)
Cash and cash equivalents	$	~~794~~327,~~865~~826	$	1794,~~765,286~~865
Notes payable	~~306~~1,~~831~~152,457		~~547~~306,~~923~~831
Long-term debt including current maturities	21,~~161~~835,~~460~~833		12,~~827~~161,~~658~~460
Total equities	1011,~~761~~080,~~924~~174		10,~~452~~761,~~389~~924
Working capital	32,~~307~~803,~~969~~865		3,~~229~~307,~~455~~969
Current ratio*	1.65		1.56

*Current ratio is defined as current assets divided by current liabilities.

Summary of Our Major Sources of Cash and Cash Equivalents

We fund our current operations primarily through our cash flows from operations and with short-term borrowings through our committed and uncommitted revolving credit facilities, including our securitization facility with certain unaffiliated financial institutions ("Securitization Facility"). We fund certain of our long-term capital needs, primarily those related to acquisitions of property, plant and equipment, with cash flows from operations ~~and by issuing long-term debt. On April 18~~, ~~2024, we entered into a Note Purchase Agreement to borrow $700.0 million of debt in the form of notes; the funding of these notes took place on July 16, 2024. On October 29, 2024, we amended~~ our ~~10-year~~revolving term loan facility ~~reducing the size to $300.0 million~~ and ~~adding~~by aissuing ~~converting~~long-term ~~revolver feature~~debt. See Note 9, Notes Payable and Long-Term Debt, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information on our short-term borrowings and long-term debt, including tables with summarized long-term debt outstanding. We will continue to consider opportunities to further diversify and enhance our sources and amounts of liquidity.

Summary of Our Major Uses of Cash and Cash Equivalents

Annually, our Board of Directors approves our capital expenditure budget. Our fiscal ~~2025~~2026 capital expenditure priorities include maintaining our assets through repairs and maintenance; complying with environmental, health and safety requirements; enhancing information technology capabilities; improving productivity; and growth. Our refining business requires continued investment in our refining process to maintain its safety, operational reliability and profitability. In addition, our Board of Directors approved our cash patronage and equity redemptions to be paid in fiscal ~~2025~~2026, based on fiscal ~~2024~~2025 financial performance. The following is a summary of our primary expected cash requirements for fiscal ~~2025~~2026:

•Capital expenditures. We expect total capital expenditures for fiscal ~~2025~~2026 to be approximately $~~837~~575.31 million, compared to capital expenditures of $~~808~~728.86 million in fiscal ~~2024~~2025, as we continue to invest in capital expenditures projects to meet the evolving needs of our owners and customers, and enhance value for the cooperative system ~~and unlock growth~~ during fiscal ~~2025~~2026. ~~In addition, we expect over $200.0 million of incremental expenditures for potential business acquisitions during fiscal 2025.~~

•Major maintenance. We expect total major maintenance for fiscal ~~2025~~2026 to be approximately $~~256~~53.93 million, compared to major maintenance of $22271.74 million in fiscal ~~2024~~2025. ~~Increased~~Decreased major maintenance expectation for fiscal ~~2025~~2026 is due to asignificantly ~~scheduled~~reduced turnaround activities at our ~~McPherson~~refineries ~~refinery during fiscal 2025~~ compared to ~~minimal~~the turnaround ~~activities~~ at our ~~refineries~~McPherson refinery during fiscal ~~2024~~2025.

•Preferred stock dividends. We had approximately $2.3 billion of preferred stock outstanding as of August 31, ~~2024~~2025. We expect to pay dividends on our preferred stock of approximately $168.7 million during fiscal ~~2025~~2026.

•Patronage. Our Board of Directors authorized approximately $30.0 million of our fiscal 2025 patronage-sourced earnings to be paid to our member-owners during fiscal 2026.

•Equity redemptions. Our Board of Directors authorized approximately $90.0 million of equity redemptions to be distributed in fiscal 2026 in the form of redemptions of qualified and nonqualified equity owned by individual producer-members and association members. The Board of Directors will continue to periodically evaluate the level of equity redemption activity throughout fiscal 2026 with respect to the amounts it has authorized for redemption during the fiscal year.

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~~•Patronage~~We believe cash generated by operating and investing activities, along with available borrowing capacity under our credit facilities, will be sufficient to support our short-term (the next 12 months) and long-term (beyond the next 12 months) operations. Our ~~Board~~notes payable and long-term debt are subject to various restrictive requirements for maintenance of ~~Directors~~minimum ~~authorized~~consolidated ~~approximately~~net ~~$300~~worth and other financial ratios.0 ~~million~~We ofwere in compliance with all our ~~fiscal~~debt ~~2024~~covenants ~~patronage-sourced~~and ~~earnings~~restrictions toas beof ~~paid~~August 31, to2025. Based on our ~~member-owners~~current ~~during~~2026 ~~fiscal~~projections, ~~2025~~we expect continued covenant compliance.

•Equity redemptions. Our Board of Directors authorized approximately $300.0 million of equity redemptions to be distributed in fiscal 2025 in the form of redemptions of qualified and nonqualified equity owned by individual producer-members and association members. The Board of Directors will continue to periodically evaluate the level of equity redemption activity throughout fiscal 2025 with respect to the amounts it has authorized for redemption during the fiscal year.

We believe cash generated by operating and investing activities, along with available borrowing capacity under our credit facilities, will be sufficient to support our short-term (the next 12 months) and long-term operations (beyond the next 12 months). Our notes payable and long-term debt are subject to various restrictive requirements for maintenance of minimum consolidated net worth and other financial ratios. We were in compliance with all our debt covenants and restrictions as of August 31, 2024. Based on our current 2025 projections, we expect continued covenant compliance.

Working Capital

We measure working capital as current assets less current liabilities as each amount appears on our Consolidated Balance Sheets. We believe this information is meaningful to investors as a measure of operational efficiency and short-term financial health. Working capital is not defined under U.S. GAAP and may not be computed the same as similarly titled measures used by other companies. Working capital as of August 31, ~~2024~~2025 and ~~2023~~2024, was as follows:

	2024		2023		Change
	2025		2024		Change
	(Dollars in thousands)
Current assets	$	8,~~708~~086,~~783~~351	$	98,~~128~~708,~~649~~783	$	(~~419~~622,~~866~~432)
Less current liabilities	(5,~~400~~282,~~814)~~486		(5,~~899~~400,~~194)~~814		~~498~~(118,~~380~~328)
Working capital	$	32,~~307~~803,~~969~~865	$	3,~~229~~307,~~455~~969	$	78(504,~~514~~104)

As of August 31, ~~2024~~2025, working capital ~~increased~~decreased by $78504.51 million compared with August 31, ~~2023~~2024. Current asset balance changes decreased working capital by $~~419~~622.94 million, primarily driven by a ~~decrease~~lower ~~in our~~ cash balance due to a decline in cash provided by operations ~~from~~during fiscal year ~~end 2023, which was partially offset by increases in receivables~~2025. Current liabilities balance changes increased working capital by $~~498~~118.43 million, primarily due to a decrease in ~~accounts~~dividends and ~~notes~~equity payable, ~~which~~for ~~were~~lower ~~driven~~cash bypatronage ~~changes~~and inequity ~~working~~redemptions ~~capital~~expected ~~needs~~to ~~and~~be ~~lower~~distributed ~~commodity~~during ~~prices~~fiscal year 2026 compared to fiscal year 2025.

We finance our working capital needs through committed and uncommitted lines of credit with domestic and international banks. We believe our current cash balances and available capacity on our committed and uncommitted lines of credit will provide adequate liquidity to meet our working capital needs.

Contractual Obligations

~~Our~~Below is a summary of our estimated future contractual obligations as of August 31, ~~2024, include both current and long-term obligations. During fiscal~~ 2025, we have a current obligation to repay $330.6 million of long-term debt, as well as $101.7 million of interest related to long-term debt. Beyond fiscal 2025, our long-term debt obligation is $1.8 billion and interest payments related to long-term debt of $747.4 million. For finance leases, we have a current and long-term obligation of $9.0 million and $49.3 million, respectively. For operating leases, we have a current and long-term obligation of $71.3 million and $176.0 million, respectively. See Note 9, Notes Payable and Long-Term Debt, and Note 19, Leases, of the notes to the consolidated financial statements that are ~~included~~expected in this Annual Report on Form 10-K for additional information on our long-term debt and leases, respectively. We enter into purchase obligations that are legally binding and enter into enforceable agreements to ~~purchase goods or services that specify all significant terms, including fixed or minimum quantities to~~ be ~~purchased and fixed or estimated prices to be~~ paid atwithin the ~~time~~next ofyear ~~settlement.~~(short-term) ~~Our current~~ and thereafter (long-term ~~obligation for such arrangements is $4~~).~~8 billion and $569.8 million, respectively.~~


	Payments Due by Period
	Short-Term		Long-Term		Total
	(Dollars in thousands)
Long-term debt	$	80,778	$	1,703,751	$	1,784,529
Interest payments related to long-term debt (1)	91,232		656,054		747,286
Finance lease (2)	10,984		54,763		65,747
Operating lease (2)	75,886		190,573		266,459
Purchase obligations (3)	4,694,972		1,154,109		5,849,081
Total	$	4,953,852	$	3,759,250	$	8,713,102

(1) Based on interest rates and long-term debt balances as of August 31, 2025.

(2) Finance and operating lease obligations are described in Note 19, Leases, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K. Operating and finance lease obligations reflected in this table include related interest expense.

(3) Purchase obligations are legally binding and enforceable agreements to purchase goods or services that specify all significant terms, including fixed or minimum quantities to be purchased and fixed or estimated prices to be paid at the time of settlement.

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Cash Flows

	Years Ended August 31,
	2024		2023		Change
	2025		2024		Change
	(Dollars in thousands)
Net cash provided by operating activities	$	1635,~~272,880~~787	$	31,~~284~~272,~~182~~880	$	(2637,~~011,302~~093)
Net cash used in investing activities	(1880,~~431,588~~595)		(~~950~~1,~~191~~431,588)		~~(481~~550,~~397)~~993
Net cash used in financing activities	(~~814~~230,~~253~~567)		(1814,~~395,468~~253)		~~581~~583,~~215~~686
Effect of exchange rate changes on cash and cash equivalents	~~2,236~~773		2,~~590~~236		(~~354~~1,463)
Net (decrease) increase in cash and cash equivalents and restricted cash	$	(970,725)	$	941,113	$	(1,911,838)
Net decrease in cash and cash equivalents and restricted cash	$	(474,602)	$	(970,725)	$	496,123

Cash flows from operating activities can fluctuate significantly from period to period as a result of various factors, including seasonality and timing differences associated with purchases, sales, taxes and other business decisions. The $2637.01 ~~billion~~million decrease in cash provided by operating activities in fiscal ~~2024~~2025 primarily reflects decreased net income, as well as decreased cash provided by ~~receivables and~~ inventories during fiscal ~~2024~~2025.

The $~~481~~551.40 million ~~increase~~decrease in cash used in investing activities in fiscal ~~2024~~2025 reflects increased proceeds from the sale and maturity of investments and ~~higher~~lower expenditures for property, plant and equipment during fiscal ~~2024~~2025 compared to fiscal ~~2023~~2024.

The $~~581~~583.27 million decrease in cash used in financing activities in fiscal ~~2024~~2025 primarily reflects increased net proceeds from long-term debt and decreased cash outflows for patronage paid and equity redemptions during fiscal ~~2024~~2025 compared to fiscal ~~2023~~2024.

Critical Accounting Policies

Our consolidated financial statements are prepared in conformity with U.S. GAAP. Preparation of these consolidated financial statements requires use of estimates, as well as management's judgments and assumptions regarding matters that are subjective, uncertain or involve a high degree of complexity, all of which affect the results of operations and financial condition for the periods presented. We believe the following accounting policies are critical to our consolidated financial statements and may involve a higher degree of estimates, judgments and complexity.

Inventory Valuation and Reserves

Grain, processed grain, oilseed, processed oilseed and other minimally processed soy-based inventories are stated at net realizable value. All other inventories are stated at the lower of cost or net realizable value. The costs of certain energy inventories (wholesale refined products, crude oil and asphalt) are determined on the last-in, first-out ("LIFO") method; all other inventories of nongrain products purchased for resale are valued on the first-in, first-out ("FIFO") and average cost methods. Estimates are used in determining the net realizable values of grain and oilseed and processed grain and oilseed inventories. These estimates include using inputs that are generally based on exchange-traded prices and/or recent market bids and offers, including location-specific adjustments. If estimates regarding the valuation of inventories are less favorable than management's assumptions, write-downs of inventories may be required.

Derivative Financial Instruments

We enter into exchange-traded commodity futures and options contracts to hedge our exposure to price fluctuations on energy, grain and oilseed transactions to the extent considered practicable for minimizing risk. Futures and options contracts used for hedging are purchased and sold through regulated commodity exchanges. We also use over-the-counter instruments to hedge our exposure on fixed-price contracts. Fluctuations in inventory valuations, however, may not be completely hedged due in part to the absence of satisfactory hedging facilities for certain commodities and geographical areas and in part to our assessment of our exposure from expected price fluctuations. We also manage our risks by entering into fixed-price purchase contracts with preapproved producers and establishing appropriate limits for individual suppliers. Fixed-price sales contracts are entered into with customers of acceptable creditworthiness, as internally evaluated. The fair values of futures and options contracts are determined primarily from quotes listed on regulated commodity exchanges. Fixed-price purchase and sales contracts are with various counterparties, and the fair values of such contracts are determined from the market price of the underlying product. We are exposed to loss in the event of nonperformance by the counterparties to the contracts and, therefore, contract values are reviewed and adjusted to reflect potential nonperformance. Risk of nonperformance by counterparties includes the inability to perform because of a counterparty's financial condition and a risk that the counterparty will refuse to

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perform on a contract during periods of price fluctuations where contract prices are significantly different from ~~the~~ current market prices.

Pension and Other Postretirement Benefits

Pension and other postretirement benefits costs and obligations depend on assumptions used in calculating such amounts. These assumptions include discount rates, health care cost trend rates, benefits earned, interest costs, expected return on plan assets, mortality rates and other factors. In accordance with U.S. GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and therefore generally affect recognized expenses and the recorded obligations in future periods. While our management believes the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect our pension and other postretirement obligations and future expenses.

Deferred Tax Assets and Uncertain Tax Positions

We assess whether a valuation allowance is necessary to reduce our deferred tax assets to the amount we believe is more likely than not to be realized. While we have considered future taxable income, as well as other factors, in assessing the need for the valuation allowance, in the event that we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to our deferred tax assets would be charged to income in the period such determination was made. We are also significantly impacted by utilization of tax credits, some of which were passed to us from the McPherson refinery, related to refinery upgrades that enable us to produce ultra-low-sulfur fuels. Our tax credit carryforwards are available to offset future federal and state tax liabilities with the tax credits becoming unavailable to us if not used by their expiration date. Our net operating loss carryforwards for tax purposes are available to offset future taxable income. If our loss carryforwards are not used, they will expire.

Tax benefits related to uncertain tax positions are recognized in our financial statements if it is more likely than not the position would be sustained upon examination by a tax authority that has full knowledge of all relevant information. The benefits are measured using a cumulative probability approach. Under this approach, we record in our financial statements the greatest amount of tax benefits that have a more than 50% probability of being realized upon final settlement with the tax authorities. In determining these tax benefits, we assign probabilities to a range of outcomes that we feel we could ultimately settle on with the tax authorities using all relevant facts and information available at the reporting date. Due to the complexity of these uncertainties, the ultimate resolution may result in a benefit that is materially different than our current estimate.

Long-Lived Assets

Property, plant and equipment is depreciated or amortized over the expected useful lives of individual or groups of assets based on the straight-line method. Economic circumstances or other factors may cause management's estimates of expected useful lives to differ from actual useful lives.

All long-lived assets, including property, plant and equipment, goodwill, investments in unconsolidated affiliates and other identifiable intangibles, are evaluated for impairment in accordance with U.S. GAAP, at least annually for goodwill, and whenever events or changes in circumstances indicate the carrying amount of a long-lived asset or asset group may not be recoverable. For goodwill, our annual impairment testing occurs in our fourth quarter. An impaired asset is written down to its estimated fair value based on the best information available. Fair value is generally measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows and our estimates may differ from actual results.

We have ~~asset retirement obligations with respect to certain of our refineries and~~ other assets ~~due~~that towe ~~various~~may ~~legal~~be ~~obligations~~obligated to ~~clean~~dismantle ~~and/or dispose of the component parts~~ at the ~~time~~end ~~they are retired. In most cases, these assets can be used for extended and indeterminate periods~~ of ~~time,~~the ascorresponding ~~long~~lease asterms ~~they~~subject ~~are properly maintained and/or upgraded. It is our practice and current intent~~ to ~~maintain~~the ~~refineries~~lessor's ~~and~~discretion ~~related~~for ~~assets~~which ~~and to continue making improvements to those assets based on technological advances. As a result,~~ we ~~believe our refineries and related assets~~ have ~~indeterminate~~recorded ~~lives~~an ~~for purposes of estimating~~ asset retirement ~~obligations because dates or ranges of dates upon which we would retire a refinery and related assets cannot reasonably be estimated at this time~~obligation. ~~When~~Based aon ~~date~~our orestimates ~~range~~ of ~~dates can reasonably be estimated for~~ the ~~retirement of any component part of a refinery or other asset~~timing, ~~we will estimate the~~ cost ~~of performing the retirement activities~~ and ~~record~~probability aof ~~liability~~removal, ~~for~~this ~~the~~obligation ~~fair~~is ~~value~~not ~~of that future cost~~material.

We have other assets that we may be obligated to dismantle at the end of corresponding lease terms subject to the lessor's discretion for which we have recorded asset retirement obligations. Based on our estimates of the timing, cost and probability of removal, these obligations are not material.

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Recent Accounting Pronouncements

See Note 1, Organization, Basis of Presentation and Significant Accounting Policies, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for information concerning new accounting standards and the impact of implementation of those standards on our financial statements.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Price Risk

When we enter into a commodity purchase or sales commitment, we incur risks related to price changes and performance including delivery, quality, quantity and shipment period. In the event that market prices decrease, we are exposed to risk of loss for the market value of inventory and purchase contracts with fixed or partially fixed prices. Conversely, we are exposed to risk of loss on our fixed- or partially fixed-price sales contracts in the event that market prices increase.

Our use of hedging reduces exposure to price volatility by protecting against adverse short-term price movements, but also limits the benefits of favorable short-term price movements. To reduce the price risk associated with fixed-price commitments, we generally enter into commodity derivative contracts, to the extent practical, to achieve a net commodity position within the formal position limits we have established and deemed prudent for each commodity. These contracts are primarily transacted through our FCM on regulated commodity futures exchanges, but may include over-the-counter derivative instruments when deemed appropriate. These contracts are recorded at fair values based on quotes listed on regulated commodity exchanges or the market prices of the underlying products listed on the exchanges, except that certain contracts are accounted for as normal purchase and normal sales transactions. For commodities where there is no liquid derivative contract, risk is managed through ~~the~~ use of forward sales contracts, other pricing arrangements and, to some extent, futures contracts in highly correlated commodities. These contracts are economic hedges of price risk, but are not designated as hedging instruments for accounting purposes. Unrealized gains and losses on these contracts are recognized in cost of goods sold in our Consolidated Statements of Operations.

When a futures position is established, the initial margin must be deposited with the applicable exchange or broker. The amount of margin required varies by commodity and is set by the applicable exchange at its sole discretion. If the market price relative to a short futures position increases, an additional margin deposit would be required. Similarly, a margin deposit would be required if the market price relative to a long futures position decreases. Conversely, if the market price increases relative to a long futures position or decreases relative to a short futures position, margin deposits may be returned by the applicable exchange or broker.

Our policy is to manage our commodity price risk exposure according to internal policies and in alignment with our tolerance for risk. It is our policy that our profitability should come from operations, primarily derived from margins on products sold and grain merchandised, not from hedging transactions. At any one time, inventory and purchase contracts for delivery to us may be substantial. We have risk management policies and procedures that include established net physical position limits. These limits are defined for each commodity and business unit, and business units may include both trader and management limits as appropriate. The limits policy is overseen at a high level by our corporate middle office and compliance team, with day-to-day monitoring procedures being implemented within each individual business unit to ensure any limits overages are explained and exposures reduced, or a temporary limit increase is established if needed. The position limits are reviewed at least annually with our senior leadership and Board of Directors. We monitor current market conditions and may expand or reduce our net position limits or procedures in response to changes in those conditions.

The use of hedging instruments does not protect against nonperformance by counterparties to cash contracts. We evaluate counterparty exposure by reviewing contracts and adjusting the values to reflect potential nonperformance. Risk of nonperformance by counterparties includes the inability to perform because of a counterparty's financial condition and the risk that the counterparty will refuse to perform on a contract during periods of price fluctuations where contract prices are significantly different from current market prices. We manage these risks by entering into fixed-price purchase and sales contracts with preapproved producers and by establishing appropriate limits for individual suppliers. Fixed-price contracts are entered into with customers of acceptable creditworthiness, as internally evaluated. Regarding our use of derivatives, we transact in exchange traded instruments or enter into over-the-counter derivatives that primarily clear through our FCM, which limits our counterparty exposure relative to hedging activities. Historically, we have not experienced significant events of nonperformance on open contracts. Accordingly, we only adjust the estimated fair values of specifically identified contracts for nonperformance. Although we have established policies and procedures, we make no assurances that historical nonperformance experience will carry forward to future periods.

Based on our net fair market value calculation as of August 31, 2025, a 10% adverse change in market prices would not materially affect our results of operations. While we use commodity futures and forward contracts as economic hedges of price risk, and our operations have effective economic hedging requirements as a general practice, we cannot ensure that these risk management activities will offset all financial impact resulting from an adverse change in market prices. Factors that could impact the effectiveness of our hedging activities include the accuracy of our forecasts, volatility of the commodity markets and availability of hedging instruments. Utilization of derivatives and hedging activities is described more fully in Note 15,

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Based on our net fair market value calculation as of August 31, 2024, a 10% adverse change in market prices would not materially affect our results of operations. While we use commodity futures and forward contracts as economic hedges of price risk, and our operations have effective economic hedging requirements as a general practice, we cannot ensure that these risk management activities will offset all financial impact resulting from an adverse change in market prices. Factors that could impact the effectiveness of our hedging activities include the accuracy of our forecasts, volatility of the commodity markets and availability of hedging instruments. Utilization of derivatives and hedging activities is described more fully in Note 15, Derivative Financial Instruments and Hedging Activities, and Note 16, Fair Value Measurements, of the notes to our consolidated financial statements included in this Annual Report on Form 10-K.

Interest Rate Risk

Debt used to finance our working capital needs is represented by short-term notes payable, so our blended interest rate for all such notes approximates current market rates. The table below provides information about our outstanding debt that is sensitive to changes in interest rates. The table presents scheduled contractual principal payments and related weighted average interest rates for the fiscal years presented.

	Expected Maturity Date																		Total			Fair ValueLiability
	2025			2026			2027			2028			2029			Thereafter
	2026			2027			2028			2029			2030			Thereafter
	(Dollars in thousands)
Liabilities:
Variable rate miscellaneous short-term notes payable	$	~~163~~584,~~136~~226		$	—		$	—		$	—		$	—		$	—		$	~~163~~584,~~136~~226		$	~~163~~584,~~136~~226
Average interest rate	35.60		%	—			—			—			—			—			35.60		%	—
Variable rate CHS Capital short-term notes payable	$	~~143~~568,~~695~~231		$	—		$	—		$	—		$	—		$	—		$	~~143~~568,~~695~~231		$	~~143~~568,~~695~~231
Average interest rate	4.38		%	—			—			—			—			—			4.38		%	—
Fixed rate long-term debt	$	~~330~~80,~~620~~778		$	8058,~~620~~601		$	58190,~~621~~150		$	~~190,600~~—		$	150,000		$	1,~~455~~305,000		$	21,~~115~~784,~~611~~529		$	21,~~144~~848,~~170~~616
Average interest rate	4.28		%	4.87		%	4.70		%	~~4.0~~—		%	35.97		%	5.32		%	5.01		%	—
Variable rate long-term debt	$	—		$	1,000		$	—		$	—		$	—		$	—		$	1,000		$	1,016
Average interest rate (a)	—			6.8		%	—			—			—			—			6.8		%	—

(a) Borrowings are variable under the agreement and bear interest at a base rate plus an applicable margin.

Foreign Currency Risk

We were exposed to risk regarding foreign currency fluctuations during fiscal ~~2024~~2025 and in prior years even though a substantial amount of our international sales were denominated in U.S. dollars. In addition to specific transactional exposure, foreign currency fluctuations can impact the ability of foreign buyers to purchase U.S. agricultural products and competitiveness of U.S. agricultural products compared to the same products offered by alternative sources of world supply. From time to time, we enter into foreign currency hedge contracts to minimize the impact of currency fluctuations on our transactional exposures. The notional amount of our foreign exchange derivative contracts was $1.57 billion and $1.95 billion as of August 31, ~~2024~~2025 and ~~2023~~2024.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements listed in Item 15(a)(1) of this Annual Report on Form 10-K are set forth beginning on page F-1. Financial statement schedules are included in Schedule II in Item 15(a)(2) of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our CEO and CFO, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")), as of August 31, 2025. Based on that evaluation, our CEO and CFO concluded that, as of that date, our disclosure controls and procedures were effective.

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1934, as amended ("Exchange Act")), as of August 31, 2024. Based on that evaluation, our CEO and CFO concluded that, as of that date, our disclosure controls and procedures were effective.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control system is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projecting any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on management's assessment using this framework, management concluded that, as of August 31, 2024, our internal control over financial reporting was effective.44

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Also, projecting any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on management's assessment using this framework, management concluded that, as of August 31, 2025, our internal control over financial reporting was effective.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to the Financial Reform Bill passed in July 2010 that permits us to provide only management's report in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended August 31, ~~2024~~2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

During the three months ended August 31, ~~2024~~2025, no director or officer of the company adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) or Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS

The table below provides certain information regarding each of our directors, as of August 31, 2025:

Name	Age	DirectorRegion	Director Since
David Beckman	6465	8	2018
Clinton J. Blew	4748	8	2010
Hal Clemensen	6465	4	2019
Scott Cordes	6364	1	2017
Jon Erickson	64	3	2011
Christopher Edgington	63	7	2024
Mark Farrell	65	5	2016
Jon Erickson	65	3	2011
Steve Fritel	69	3	2003
Mark Farrell	66	5	2016
Alan Holm	6465	1	2013
David Johnsrud	70	1	2012
Tracy Jones	62	5	2017
Tracy Jones	61	5	2017
David Kayser	66	4	2006
David Kayser	65	4	2006
Russell Kehl	50	6	2017
Russell Kehl	49	6	2017
Anthony Rossman	53	1	2023
Anthony Rossman	52	1	2023
Daniel Schurr	60	7	2006
Daniel Schurr	59	7	2006
Trent Sherven	40	3	2024
Jerrad Stroh	5455	8	2022
Kevin Throener	5253	3	2019
Cortney Wagner	4647	2	2020

As a cooperative, members of our Board of Directors are nominated and elected by our members as required by our bylaws. As described below under "Director Elections and Voting," to ensure geographic representation of our members, the Board of Directors represents eight regions in which our members are located. The members in each region nominate and elect the number of directors for that region as set forth in our bylaws. Neither management nor the incumbent directors have any control over the nominating process for directors. As described below under "Director Elections and Voting," to be eligible for service as a director, a nominee must, among other things, (i) be an active farmer or rancher, (ii) be a Class A individual member of CHS or a member of a cooperative association member and (iii) reside in the geographic region from which he or she is nominated. In general, our directors operate large commercial agricultural enterprises, which require expertise in all areas of management, including financial oversight. Nearly all directors also have experience serving on local cooperative association boards and all participate in a variety of agricultural and community organizations. Our directors complete the National Association of Corporate Directors comprehensive Director Professionalism course and earn the Certificate of Director Education. We believe that each of our directors meets the aforementioned eligibility requirements and qualifications described under "Director Elections and Voting" to serve on the Board of Directors.

~~David~~In ~~Beckman~~April ~~has~~2025, ~~been~~the Board of Directors approved the formation of a ~~member~~Nominating Committee effective as of the ~~CHS~~date ~~Board~~ of ~~Directors~~the ~~since~~annual ~~2018.~~meeting Heof members, which is ~~chair~~currently ofscheduled for December 5, 2025. Thereafter, the ~~Audit~~Nominating Committee ~~and~~will anominate ~~member~~one ofor two candidates for each seat up for election at the ~~Capital~~annual ~~Committee.~~meeting, Hewhich ismay abe ~~former~~in ~~secretary~~addition to any candidates nominated by petition or from the floor. The initial members of the ~~Nebraska~~Nominating ~~Cooperative~~Committee ~~Council~~will ~~and~~be ~~former~~elected ~~board~~by ~~chair~~members ~~for~~at ~~Central~~the ~~Valley~~2025 Agannual ~~Cooperative~~meeting inof ~~York~~members, ~~Nebraska.~~who Hewill ~~holds~~vote aon ~~bachelor's~~the ~~degree~~committee inmember ~~agronomy~~candidates ~~from~~selected by the ~~University~~Board of ~~Nebraska-Lincoln~~Directors. ~~Mr.~~Each ~~Beckman's~~member ~~principal~~of ~~occupation~~the ~~has~~Nominating ~~been~~Committee ~~farming~~must ~~for~~be ~~more~~a ~~than~~Class ~~five~~A ~~years.~~individual Inmember ~~partnership~~of ~~with~~CHS ~~his~~or ~~family,~~a hemember ~~raises~~of ~~irrigated~~a ~~corn~~cooperative ~~and~~association ~~soybeans~~member and ~~operates~~cannot abe ~~custom~~an ~~hog-feeding~~employee ~~operation~~of ~~near~~any ~~Elgin~~CHS member cooperative or current CHS director or employee. Accordingly, ~~Nebraska~~except for the Board's selection of Nominating Committee member candidates, neither management nor the incumbent directors have any control over the nominating process for directors.

~~Clinton~~As J.described ~~Blew~~below under "Director Elections and Voting," ~~First~~to ~~Vice~~be ~~Chair~~eligible for service as a director, ~~has~~a ~~been~~nominee must, among other things, (i) be an active farmer or rancher, (ii) be a Class A individual member of ~~the~~ CHS ~~Board~~or a member of ~~Directors~~a ~~since~~cooperative ~~2010.~~association Hemember ~~serves~~and on(iii) reside in the ~~Governance~~geographic ~~and~~region ~~Corporate~~from ~~Risk~~which ~~committees~~he or she is nominated. MrIn general, our directors operate large commercial agricultural enterprises, which require expertise in all areas of management, including financial oversight. ~~Blew~~Nearly ~~has~~all directors also ~~served~~have asexperience ~~second~~serving ~~vice~~on ~~chair~~local ofcooperative ~~the~~association ~~Executive~~boards ~~Committee~~and all participate in a variety of ~~the~~agricultural ~~Board~~and community organizations. HeOur isdirectors complete a ~~former~~robust ~~member~~new ofdirector orientation and the ~~board~~National Association of ~~directors~~Corporate Directors comprehensive Director Professionalism course and earn the Certificate of ~~Mid~~Director ~~Kansas~~Education. ~~Coop,~~In ~~Moundridge~~addition, ~~Kansas,~~our ~~and~~Board isof Directors has adopted a ~~member~~Director ofContinuing ~~the~~Education ~~Arthur~~Program, ~~Capper~~which ~~Cooperative~~encourages ~~Center~~directors ~~Advisory~~to ~~Council,~~participate ~~CoBank~~in ~~board~~ongoing ~~restructuring~~continuing ~~committee,~~education ~~Hutchinson~~to ~~Community~~further ~~College~~strengthen Agtheir ~~Advisory~~knowledge ~~Board,~~and ~~Kansas~~effectiveness. ~~Livestock~~We ~~Association~~provide learning opportunities during board meetings and ~~Red~~other ~~Angus~~scheduled ~~Association~~sessions, with prioritized topics of ~~America.~~interest Hecovered ~~holds~~by anmanagement ~~applied~~or ~~science~~outside ~~degree~~experts. inWe ~~farm~~also ~~and~~support ~~ranch~~directors ~~management~~in ~~from~~attending ~~Hutchinson~~programs ~~(Kansas)~~provided ~~Community~~by ~~College.~~third Mrparties. ~~Blew's~~We ~~principal~~believe ~~occupation~~that ~~has~~each ~~been~~of ~~farming~~our ~~for~~directors ~~more~~meets ~~than~~the ~~five~~aforementioned ~~years,~~eligibility requirements and hequalifications ~~farms~~described under "Director Elections and ~~ranches~~Voting" into aserve ~~family~~on ~~partnership~~the inBoard ~~south-central~~of ~~Kansas~~Directors.

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~~Hal~~ David ~~Clemensen~~Beckman has been a member of the CHS Board of Directors since ~~2019~~2018. He is chair of the ~~Government~~Audit ~~Relations~~ Committee and ~~vice~~a ~~chair~~member of the Capital Committee. He is a former ~~member~~secretary of the ~~Agtegra~~Nebraska Cooperative ~~board~~Council and ~~previously~~former ~~served~~board aschair afor ~~director~~Central ofValley ~~the~~Ag ~~South~~Cooperative ~~Dakota~~in ~~Value Added Agriculture Development Center~~York, ~~South Dakota Soybean Association and Redfield Farmers Union Oil Company and has served on the Avera Rural Cancer Advisory Board~~Nebraska. He holds a bachelor's degree in ~~agricultural~~agronomy ~~economics and agricultural business~~ from ~~South~~the ~~Dakota~~University ~~State~~of ~~University~~Nebraska-Lincoln. Mr. ~~Clemensen~~Beckman's principal occupation has been farming for more than five years. HeIn ~~and~~partnership with his ~~wife~~family, ~~raise~~he raises irrigated corn, and soybeans and ~~wheat~~operates ina ~~Brown~~custom ~~and~~hog-feeding ~~Spink~~operation ~~counties~~ in ~~South Dakota~~Nebraska.

~~Scott~~Clinton ~~Cordes~~J. Blew, ~~Second~~First Vice Chair, has been a member of the CHS Board of Directors since ~~2017~~2010. He isserves aon ~~member~~the ofGovernance ~~the~~and Corporate Risk ~~and Governance~~ committees. HeMr. ~~serves~~Blew ashas aalso ~~director~~served ~~and~~as ~~past~~second vice chair of ~~Security~~the ~~State~~Executive ~~Bank~~Committee of ~~Wanamingo~~the Board. ~~Previously,~~He heis ~~served as~~ a ~~director~~former member of ~~Cooperative~~the ~~Network,~~board ~~the~~of ~~Minneapolis~~directors ~~Grain~~of ~~Exchange~~Mid ~~and~~Kansas ~~National~~Coop, ~~Futures~~Moundridge, ~~Association.~~Kansas, Heand ~~holds~~is a ~~bachelor's~~member ~~degree~~of inthe ~~agricultural~~Arthur ~~economics~~Capper ~~from~~Cooperative ~~the~~Center ~~University~~Advisory ofCouncil, ~~Minnesota.~~CoBank ~~Mr.~~board ~~Cordes'~~restructuring ~~principal~~committee, ~~occupation~~Hutchinson ~~has~~Community ~~been~~College ~~farming~~Ag ~~for~~Advisory ~~more~~Board, ~~than~~Kansas ~~five~~Livestock ~~years.~~Association ~~Prior~~and toRed ~~his~~Angus ~~current~~Association ~~occupation,~~of heAmerica. ~~was~~He aholds ~~CHS~~an ~~employee~~applied ~~from~~science ~~1995~~degree toin ~~2016,~~farm ~~serving~~and asranch ~~president~~management offrom ~~CHS~~Hutchinson ~~Hedging,~~(Kansas) ~~LLC,~~Community aCollege. ~~commodities~~Mr. ~~brokerage~~Blew's ~~subsidiary~~principal ofoccupation ~~CHS~~has ~~from~~been ~~2000~~farming tofor ~~2016.~~more Hethan ~~co-owns~~five years, and ~~operates~~he afarms ~~corn~~ and ~~soybean~~ranches ~~farm~~in ~~near~~a ~~Wanamingo,~~family ~~Minnesota~~partnership in Kansas.

~~Jon~~Hal ~~Erickson~~Clemensen has been a member of the CHS Board of Directors since ~~2011~~2019. He is achair ~~member~~ of the ~~Audit~~Government ~~and~~Relations ~~Corporate~~Committee ~~Risk committees~~ and ~~previously served as second~~ vice chair of the ~~Executive~~Capital Committee ~~of the Board~~. He is ana ~~advisory~~former ~~board~~ member ~~for the Quentin Burdick Center for Cooperatives, a member~~ of the ~~Grand~~Agtegra ~~Farm~~Cooperative board ofand ~~directors,~~previously aserved ~~board~~as ~~member~~a director of the ~~State~~South ~~Historical~~Dakota ~~Society~~Value ofAdded ~~North~~Agriculture ~~Dakota~~Development ~~Foundation~~Center, aSouth ~~council~~Dakota ~~member~~Soybean ofAssociation ~~Rural~~and ~~Leadership~~Redfield ~~North~~Farmers ~~Dakota~~Union Oil Company and ahas ~~member~~served ofon the ~~North~~Avera ~~Dakota~~Rural ~~Farmers~~Cancer ~~Union~~Advisory ~~and North Dakota Stockmen's Association~~Board. He holds a bachelor's degree in agricultural economics and agricultural business from ~~North~~South Dakota State University. Mr. ~~Erickson~~Clemensen's principal occupation has been farming for more than five years,. He and hehis ~~raises~~wife ~~grain~~raise ~~and~~corn, ~~oilseed~~soybeans and ~~operates~~wheat ain ~~commercial~~South ~~Hereford-Angus cow-calf business near Minot, North~~ Dakota.

~~Mark~~Scott ~~Farrell~~Cordes, Second Vice Chair, has been a member of the CHS Board of Directors since ~~2016~~2017. He is ~~vice~~a ~~chair~~member of the ~~CHS~~Corporate ~~Foundation~~Risk ~~Board~~and ofGovernance ~~Trustees~~committees. ~~and~~He serves as a ~~member~~director and past chair of ~~the~~Security ~~Governance~~State ~~Committee~~Bank of Wanamingo. Previously, he served as a director ~~and~~of ~~president~~Cooperative ofNetwork, the ~~Premier~~Minneapolis ~~Cooperative~~Grain ~~board~~Exchange and asNational aFutures ~~director~~Association. ofHe ~~Mount~~holds ~~Horeb~~a ~~Farmers~~bachelor's ~~Co-op~~degree ~~and~~in ~~United~~agricultural ~~Ethanol.~~economics ~~He graduated~~ from the University of ~~Wisconsin-Madison Agricultural & Life Sciences Farm & Industry Short Course~~Minnesota. Mr. ~~Farrell~~Cordes's principal occupation has been farming for more than five years. HePrior ~~raises~~to ~~corn~~his ~~and~~current ~~soybeans~~occupation, inhe ~~Dane~~was ~~County~~a CHS employee from 1995 to 2016, ~~Wisconsin~~serving as president of CHS Hedging, LLC, a commodities brokerage subsidiary of CHS from 2000 to 2016. He co-owns and operates a Minnesota corn and soybean farm.

~~Steve~~Christopher ~~Fritel~~Edgington has been a member of the CHS Board of Directors since ~~2003~~2024. He ~~chairs~~is ~~the~~a ~~Corporate~~member ~~Risk~~of ~~Committee~~the Capital and isGovernment aRelations ~~member~~committees. ofHe ~~the~~chairs ~~Audit~~Rural ~~Committee.~~Development ~~Mr.~~Partners ~~Fritel~~and ~~previously~~is ~~served~~former aspresident ~~first~~of ~~vice~~the ~~chair,~~National ~~second~~Corn ~~vice~~Growers ~~chair~~Association, ~~and~~former ~~secretary-treasurer~~president of the ~~Executive~~Iowa ~~Committee~~Corn Promotion Board and former chair of ~~the~~Golden ~~Board~~Oval Eggs. He ~~earned~~holds ana ~~associate~~bachelor’s degree ~~from~~in ~~North~~animal ~~Dakota~~science from Iowa State ~~College~~University and is a graduate of ~~Science~~the Iowa Corn I-Lead program. Mr. ~~Fritel'~~Edgington’s principal occupation has been farming for more than five years. He ~~raises~~and ~~spring~~his ~~wheat,~~family ~~durum~~operate ~~wheat,~~a ~~soybeans,~~multi-generational ~~edible~~farm ~~beans,~~in ~~corn and canola near Rugby~~Iowa, ~~North~~where ~~Dakota,~~they ~~selling~~raise ~~some~~corn ofand ~~his~~soybeans ~~edible~~and ~~beans~~have ~~to local family-owned restaurants. He also runs~~ a ~~family~~custom ~~business providing on~~cattle-~~farm~~feeding ~~grain storage equipment~~enterprise.

~~Alan~~Jon ~~Holm,~~Erickson ~~Assistant Secretary-Treasurer,~~ has been a member of the CHS Board of Directors since ~~2013~~2011. ~~Since~~He ~~2021,~~is hea ~~has~~member ~~been~~of ~~assistant~~the ~~secretary-treasurer~~Audit and Corporate Risk committees and previously served as second vice chair of the Executive Committee of the Board. He is ~~vice~~an ~~chair~~advisory ofboard member for the ~~Government~~Quentin ~~Relations~~Burdick ~~Committee~~Center ~~and~~for Cooperatives, a member of the ~~Capital~~Grand ~~Committee.~~Farm Heboard ~~also~~of ~~serves~~directors, ona board member of the ~~board~~State ~~for~~Historical ~~Citizens~~Society ~~Bank~~of North Dakota Foundation, a council member of ~~Minnesota~~Rural ~~and~~Leadership isNorth ~~former~~Dakota ~~board~~and ~~chair~~a member of ~~River~~the ~~Region~~North ~~Cooperative~~Dakota Farmers Union and North Dakota Stockmen's Association. He holds ana ~~associate~~bachelor's degree in ~~machine~~agricultural ~~tool~~economics ~~technology~~ from ~~Mankato~~North ~~(Minnesota)~~Dakota ~~Technical~~State ~~College~~University. Mr. ~~Holm~~Erickson's principal occupation has been farming for more than five years. He raises ~~corn,~~grain ~~soybeans, sweet corn, peas~~ and ~~hay~~oilseed and ~~owns~~operates ~~and~~a ~~manages~~commercial aHereford-Angus cow-calf ~~operation~~business ~~near~~in ~~Sleepy~~North ~~Eye, Minnesota~~Dakota.

~~David~~Mark ~~Johnsrud~~Farrell has been a member of the CHS Board of Directors since ~~2012~~2016. He ~~serves~~is asvice chair of the ~~Capital~~CHS ~~Committee~~Foundation ~~and~~Board asof Trustees and a member of the ~~Government~~Governance ~~Relations~~ Committee. Previously, he served as ~~board~~a ~~chair~~director ~~of AgCountry Farm Credit Services~~ and aspresident ~~board chair~~ of the Premier Cooperative ~~Network~~board and onas ~~the~~a ~~boards~~director of ~~the~~Mount ~~Minnesota~~Horeb ~~Farm Credit Legislative Committee,~~ Farmers ~~Union Oil, CHS Prairie Lakes, Mid~~Co-~~Minnesota~~op ~~Association~~ and ~~Minnesota~~United ~~State~~Ethanol. ~~Co-op~~He ~~Directors~~graduated ~~Association,~~from ~~including~~the ~~terms~~University asof ~~board~~Wisconsin-Madison ~~secretary~~Agricultural ~~for~~& ~~Farmers~~Life ~~Union~~Sciences ~~Oil~~Farm ~~and~~& ~~CHS~~Industry ~~Prairie~~Short ~~Lakes~~Course. Mr. ~~Johnsrud~~Farrell's principal occupation has been farming for more than five years. He raises corn and soybeans ~~near~~in ~~Starbuck, Minnesota~~Wisconsin.

~~Tracy~~Alan ~~Jones~~Holm, Assistant Secretary-Treasurer, has been a member of the CHS Board of Directors since ~~2017~~2013. HeSince is2021, ~~chair~~he ofhas ~~the~~been ~~Governance~~assistant ~~Committee~~secretary-treasurer ~~and~~of athe ~~member~~Executive Committee of the ~~Capital Committee~~Board. He ~~has~~is ~~served~~chair onof the ~~DeKalb~~Capital ~~County~~Committee ~~Board~~ and onvice ~~the~~chair ~~boards~~ of ~~CHS~~the ~~Elburn,~~Government ~~the~~Relations ~~former~~Committee. ~~Elburn~~He ~~Co-op,~~also ~~DeKalb~~serves ~~County~~on ~~Farm~~the ~~Bureau,~~board ~~DeKalb~~for ~~Kane~~Citizens ~~Cattlemen's~~Bank ~~Association~~of Minnesota and ~~DeKalb~~is ~~County~~former ~~Corn~~board ~~Growers~~chair of River Region Cooperative. He ~~earned~~holds an associate degree in ~~farm~~machine ~~management~~tool technology from ~~Kishwaukee~~Mankato ~~College~~(Minnesota) inTechnical ~~Malta, Illinois~~College. Mr. ~~Jones~~Holm's principal occupation has been farming for more than five years. He ~~operates~~raises ~~a fourth-generation family farm near Kirkland~~corn, ~~Illinois~~soybeans, ~~that~~sweet ~~raises~~ corn, ~~soybeans~~peas and ~~wheat~~hay and ~~feeds~~owns ~~cattle~~and manages a cow-calf operation in Minnesota.

~~David~~Tracy ~~Kayser~~Jones has been a member of the CHS Board of Directors since ~~2006~~2017. He ~~serves~~is ~~as vice~~ chair of the ~~Corporate~~Governance ~~Risk~~ Committee and as a member of the ~~Governance~~Capital Committee. ~~Mr.~~He ~~Kayser~~has isserved aon ~~previous~~the ~~director~~DeKalb County Board and ~~chair~~on the boards of CHS ~~Farmers~~Elburn, ~~Alliance~~the ~~and~~former ~~South~~Elburn ~~Dakota~~Co-op, ~~Association~~DeKalb ofCounty ~~Cooperatives~~Farm Bureau, DeKalb Kane Cattlemen's Association and ~~former~~DeKalb ~~chair~~County ofCorn ~~the~~Growers. ~~Mitchell~~He ~~(South~~earned ~~Dakota)~~an ~~Technical~~associate degree in farm management from Kishwaukee College in Malta, Illinois. Mr. Jones' principal occupation

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~~Foundation Board. Mr. Kayser's principal occupation~~ has been farming for more than five years. He ~~raises~~operates ~~corn,~~a ~~soybeans~~fourth-generation ~~and~~Illinois ~~hay~~family ~~near Alexandria~~farm, ~~South~~that ~~Dakota~~raises corn, soybeans and ~~operates~~wheat ~~a cow-calf~~ and ~~feeder-calf~~feeds ~~business~~cattle.

~~Russell~~ David ~~Kehl,~~Kayser ~~Secretary-Treasurer,~~ has been a member of the CHS Board of Directors since ~~2017~~2006. ~~Since~~He ~~2019,~~serves ~~Mr. Kehl has served~~ as ~~secretary-treasurer~~chair of the ~~Executive~~Corporate Risk Committee ofand ~~the Board. He~~ is ~~vice~~a ~~chair~~member of the Governance Committee. ~~and~~Mr. Kayser is a ~~member~~previous ofdirector ~~the~~and ~~Capital~~chair ~~Committee.~~of HeCHS ~~previously~~Farmers ~~was~~Alliance aand ~~director~~South ofDakota ~~CHS~~Association ~~SunBasin~~of ~~Growers~~Cooperatives and ~~vice~~former chair of the ~~Columbia~~Mitchell ~~Basin~~(South ~~Seed~~Dakota) ~~Association~~Technical College Foundation Board. Mr. ~~Kehl~~Kayser's ~~primary~~principal occupation has been farming for more than five years. He ~~and~~raises ~~his family operate a farm near Quincy~~corn, ~~Washington,~~soybeans ~~that produces crops, primarily potatoes~~ and ~~dry~~hay ~~beans,~~ and ~~includes~~operates a cow-calf ~~herd. His family also owns~~ and ~~operates~~feeder-calf ~~dry bean processing facilities, a custom farming~~ business ~~and~~in aSouth ~~trucking and logistics company~~Dakota.

~~Anthony~~Russell ~~Rossman~~Kehl, Secretary-Treasurer, has been a member of the CHS Board of Directors since ~~2023~~2017. HeSince is2019, ~~a member of the Audit Committee and the CHS Foundation Board of Trustees.~~ Mr. ~~Rossman~~Kehl ~~previously~~has served as ~~president~~secretary-treasurer of the ~~CHS~~Executive agCommittee ~~retail~~of ~~producer~~the ~~board based in Rochester, Minnesota~~Board. He is ~~active~~vice inchair ~~emerging~~of ~~technology~~the ~~and~~Governance ~~sustainability~~Committee ~~initiatives for production agriculture~~ and is a member of ~~state~~the ~~corn~~Capital ~~and soybean growers associations~~Committee. He ~~holds~~previously was a ~~bachelor's~~director ~~degree~~of inCHS ~~animal~~SunBasin ~~science~~Growers ~~from~~and ~~North~~vice ~~Dakota~~chair ~~State~~of ~~University~~the Columbia Basin Seed Association. Mr. ~~Rossman~~Kehl's ~~principal~~primary occupation has been farming for more than five years. He ~~operates~~and his family operate a Washington farm that produces crops, primarily potatoes and ~~manages~~dry beans, and includes a ~~crop~~cow-calf herd. His family also owns and ~~livestock~~operates ~~operation~~dry ~~near~~bean ~~Oronoco,~~processing ~~Minnesota,~~facilities that serve international and ~~manages~~domestic ~~genetic~~customers, ~~alliances~~a incustom ~~the~~farming ~~beef~~business ~~industry~~and a trucking and logistics company.

~~Daniel~~ Anthony ~~Schurr,~~Rossman ~~Chair,~~ has been a member of the CHS Board of Directors since ~~2006~~2023. ~~Since~~He ~~2017,~~is ~~Mr.~~a ~~Schurr~~member ~~has~~of ~~served~~the asAudit ~~chair~~Committee ofand the ~~Executive~~CHS ~~Committee~~Foundation Board of ~~the~~Trustees. ~~Board~~Mr. HeRossman ~~serves~~previously onserved as president of the ~~Blackhawk~~CHS ~~Bank~~ag ~~and~~retail ~~Trust~~producer board ~~and~~based ~~audit~~in ~~and~~Rochester, ~~loan~~Minnesota. ~~committees~~He is active in emerging technology and ~~previously~~sustainability ~~served~~initiatives onfor ~~the~~production ~~Silos~~agriculture and ~~Smokestacks~~is ~~National~~a ~~Heritage~~member ~~Area~~of ~~board~~state corn and soybean growers associations. He holds a bachelor's degree in ~~agricultural~~animal ~~business~~science ~~with a minor in economics~~ from ~~Iowa~~North Dakota State University. Mr. ~~Schurr~~Rossman's principal occupation has been farming for more than five years. He ~~raises~~operates ~~corn~~and manages a crop and ~~soybeans~~livestock ~~near~~operation ~~LeClaire,~~in ~~Iowa,~~Minnesota and ~~operates~~manages agenetic ~~commercial~~alliances ~~trucking~~in ~~business~~the beef industry.

~~Jerrad~~Daniel ~~Stroh~~Schurr, Chair, has been a member of the CHS Board of Directors since ~~2022~~2006. HeSince is2017, ~~vice~~Mr. Schurr has served as chair of the ~~Audit~~Executive Committee ~~and~~of isthe aBoard. ~~member~~He ofserves on the ~~CHS~~Blackhawk ~~Foundation~~Bank ~~Board~~and ofTrust ~~Trustees.~~board Heand ~~serves~~audit and loan committees and previously served on the ~~board~~Silos ofand ~~Cooperative~~Smokestacks ~~Producers,~~National ~~Inc~~Heritage Area board., ~~and~~He ~~has~~holds ~~completed~~a ~~the~~bachelor's ~~Nebraska~~degree ~~Cooperative~~in ~~Council~~agricultural ~~Director~~business ~~Certification~~with ~~Program~~a minor in economics from Iowa State University. Mr. ~~Stroh’~~Schurr's principal occupation has been farming for more than five years. He raises corn and ~~his~~soybeans ~~family~~and ~~raise~~operates ~~corn~~a ~~and~~commercial ~~soybeans~~trucking ~~near~~business ~~Juniata,~~in ~~Nebraska~~Iowa.

~~Kevin~~Trent ~~Throener~~Sherven has been a member of the CHS Board of Directors since ~~2019~~2024. He ~~chairs the CHS Foundation Board of Trustees and~~ is a member of the Audit Committee. Heand ~~has served on~~ the ~~board~~CHS ofFoundation ~~directors~~Board of ~~CHS~~Trustees. ~~Dakota~~He ~~Plains~~is ~~and has been~~ a former member of ~~Full~~the ~~Circle~~CHS ~~Ag,~~SunPrairie ~~James~~producer ~~Valley Ag and Agtegra cooperatives~~board. He isearned ana ~~advisory~~bachelor’s ~~board~~degree ~~member~~in ~~for~~math ~~the~~education ~~Quentin~~from ~~Burdick~~Minot ~~Center~~State ~~for~~University ~~Cooperatives~~ and a ~~member of the North Dakota Stockmen'~~master’s ~~Association.~~degree Hein ~~attended~~educational ~~North~~leadership ~~Dakota~~from Arizona State University~~, majoring in agricultural systems management~~. Mr. ~~Throener'~~Sherven’s principal occupation has been farming for more than five years. He ~~and~~operates ~~his wife and~~ family ~~raise~~farms ~~corn,~~in ~~soybeans, alfalfa and cattle near Cogswell,~~ North Dakota, ~~and~~producing ~~they~~flax, ~~also~~peas ~~operate a beef backgrounding~~ and ~~finishing~~spring ~~enterprise and a custom forage harvesting business~~wheat.

~~Cortney~~Jerrad ~~Wagner~~Stroh has been a member of the CHS Board of Directors since ~~2020~~2022. ~~She~~He is avice ~~member~~chair of the ~~Corporate~~Audit ~~Risk~~Committee and ~~Government~~a ~~Relations~~member ~~committees~~of the Corporate Risk Committee. ~~She~~He serves on the board of ~~the~~Cooperative ~~Montana~~Producers, ~~Council of Cooperatives~~Inc., ~~She holds a real estate license~~ and has ~~served~~completed asthe aNebraska ~~trust~~Cooperative ~~associate~~Council atDirector ~~1st~~Certification ~~National Bank and Trust Company~~Program. ~~She~~He earned ana ~~associate~~bachelor’s ofdegree ~~arts~~in ~~degree~~physics from ~~Williston~~Hastings ~~State~~ College and ~~attended~~a ~~the~~bachelor’s ~~University~~degree ~~of North Dakota, majoring~~ in ~~business~~mechanical ~~finance~~engineering ~~and~~from ~~psychology~~Washington University. MsMr. ~~Wagner'~~Stroh’s principal occupation has been farming for more than five years. ~~She~~He isand ahis ~~first-generation~~family ~~cattle~~raise corn and ~~hay~~soybeans ~~producer~~in ~~based near Hardin, Montana~~Nebraska.

Kevin Throener has been a member of the CHS Board of Directors since 2019. He chairs the CHS Foundation Board of Trustees and is a member of the Audit Committee. He has served on the board of directors of CHS Dakota Plains and has been a member of Full Circle Ag, James Valley Ag and Agtegra cooperatives. He is an advisory board member for the Quentin Burdick Center for Cooperatives and a member of the North Dakota Stockmen's Association. He attended North Dakota State University, majoring in agricultural systems management. Mr. Throener's principal occupation has been farming for more than five years. He and his wife and family raise corn, soybeans, alfalfa and cattle and operate a beef backgrounding and finishing business in North Dakota.

Cortney Wagner has been a member of the CHS Board of Directors since 2020. She is vice chair of the Corporate Risk Committee and a member of the Government Relations Committee. She has served on the board of the Montana Council of Cooperatives. She holds a real estate license and previously worked in commercial investment and risk management. She earned an associate of arts degree from Williston State College and attended the University of North Dakota, majoring in business finance and psychology. Ms. Wagner's principal occupation has been farming for more than five years. She is a first-generation cattle and hay producer based in Montana.

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Director Elections and Voting

Director elections are for three-year terms and are open to any qualified candidate. Qualifications for the office of director are as follows:

•At the time of declaration of candidacy, the individual (except in the case of an incumbent) must have the written endorsement of a locally elected producer board that is part of the CHS system and located within the region from which the individual is to be a candidate.

•At the time of the election, the individual must be less than 68 years old.

The remaining qualifications set forth below must be met at all times commencing six months prior to the time of election and while the individual holds office:

•The individual must be a Class A individual member of CHS or a member of a cooperative association member.

•The individual must reside in the region from which he or she is to be elected.

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•The individual must be an active farmer or rancher. "Active farmer or rancher" means an individual whose primary occupation is that of a farmer or rancher, excluding anyone who is an employee of CHS or of a cooperative association member.

The following positions on the Board of Directors will be up for election at the 2025 Annual Meeting of Members:

Region						Incumbent
Region 3 (North Dakota)						Open Seat
Region 1 (Minnesota)						Al Holm
Region 4 (South Dakota)						David Kayser
Region 3 (North Dakota)						Kevin Throener
Region 6 (Alaska, Arizona, California, Hawaii, Idaho, Nevada, Oregon, Washington and Utah)						Russell Kehl
Region 4 (South Dakota)						Hal Clemensen
Region 7 (Alabama, Arkansas, Florida, Georgia, Iowa, Louisiana, Mississippi, Missouri, North Carolina, South Carolina and Tennessee)						Open Seat
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)						Mark Farrell
Region 8 (Colorado, Kansas, Nebraska, New Mexico, Oklahoma and Texas)						~~David~~Jerrad ~~Beckman~~Stroh

Voting rights, including those in regard to director elections, arise by virtue of membership in CHS, not because of ownership of any equity or debt instruments; therefore, our preferred shareholders cannot recommend nominees to our Board of Directors nor vote in regard to director elections unless they are also Class A or Class C members of CHS.

EXECUTIVE OFFICERS

The table below lists our executive officers as appointed by the CHS Board of Directors as of August 31, 2025:

Name

Age

Position

Jay Debertin

6465

President and Chief Executive Officer

David Black

5859

Executive Vice President, Enterprise Transformation, and Chief Information Officer

Richard Dusek

6061

Executive Vice President, Ag Retail, Distribution and Transportation

John Griffith

5556

Executive Vice President, Ag Business and CHS Hedging

Gary Halvorson

5152

Executive Vice President, Enterprise Customer Development

Darin Hunhoff

5455

Executive Vice President, Energy

Mary Kaul-Hottinger

6061

Executive Vice President, Chief Human Resources Officer

Olivia Nelligan

4950

Executive Vice President, Chief Financial Officer and Chief Strategy Officer

Brandon Smith

4445

Executive Vice President, General Counsel

Jay Debertin has been president and chief executive officer ("CEO") of CHS since ~~May~~ 2017. Mr. Debertin joined CHS in 1984 in the ~~petroleum~~energy division and held a variety of positions in its energy marketing operations before being named vice president of crude oil supply in 1998. In 2001, his responsibilities expanded to include crude oil supply, refining, pipelines and terminals, trading and risk management, and transportation. From 2005 to 2010, Mr. Debertin was executive vice president and chief operating officer for processing at CHS. From 2010 to 2017, he served as executive vice president and chief operating officer of energy and foods, where he led energy, transportation and processing at CHS. Mr. Debertin serves as chair of the board for Ventura Foods, LLC, and ~~the National Council of Farmer Cooperatives. He~~ also serves on the board of directors for the Federal Reserve Bank of Minneapolis, ~~and~~ Securian Financial and the National Council of Farmer Cooperatives. He earned a bachelor's degree in economics from the University of North Dakota and a master of business administration degree from the University of Wisconsin-Madison.

David Black has been executive vice president, enterprise transformation, and chief information officer for CHS since December 2022. He is responsible for enterprise transformation, marketing and communications, innovation, facilities and CHS global information technology. Mr. Black leads enterprise transformation efforts, driving ongoing companywide efficiency and opportunities for profitable growth, as well as strategy, implementation, delivery and operation of information technology for all CHS businesses worldwide. He also oversees our owner and employee communications, advertising and public relations. Mr. Black serves on the boards of Ventura Foods and Cooperative Ventures, a venture capital fund joint venture between CHS and Growmark that focuses on innovative solutions and emerging technologies that positively impact farming. He is former board chair of Ag Gateway, a nonprofit consortium of 300-plus businesses, which strives to promote, enable and expand e-business in agriculture. Mr. Black joined CHS in 2014 and previously worked at Monsanto Company, where he served as vice president, information technology, overseeing all aspects of information technology for its global commercial businesses. During his 20 years with Monsanto, he also served as vice president, corporate strategy, and president, Monsanto Agro-Services, LLC, and was responsible for new business development. Mr. Black earned a bachelor's degree in computer science from Tarkio College.

Richard Dusek has been executive vice president, ag retail, distribution and transportation, since November 2017. He leads CHS ag retail operations and wholesale distribution assets that serve as a critical channel for our core businesses, aligning

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anDavid Black has been executive vice president, enterprise ~~supply~~transformation, ~~chain~~and chief information officer for ~~energy~~CHS since December 2022. He is responsible for enterprise transformation, ~~agronomy~~marketing, ~~animal~~communications, ~~nutrition~~innovation, facilities and ~~grain~~CHS ~~product~~global ~~lines~~information totechnology. ~~serve~~Mr. ~~our~~Black ~~owners~~leads enterprise transformation efforts, driving ongoing companywide efficiency and ~~driving~~opportunities for profitable growth, as well as strategy, implementation, delivery and ~~efficiency~~operation ~~through~~of ainformation ~~customer-focused~~technology ~~solutions~~for ~~platform.~~all MrCHS businesses worldwide. ~~Dusek~~He also oversees ~~the~~our ~~enterprise~~owner ~~transportation~~and ~~function~~employee communications, ~~which~~advertising ~~includes~~and ~~all~~public ~~modes~~relations. ~~serving~~Mr. ~~our~~Black ~~product~~serves ~~lines.~~on Hethe isboards of Ventura Foods and Cooperative Ventures, a ~~former~~venture ~~board~~capital ~~member~~fund ofjoint ~~The~~venture ~~Fertilizer~~between ~~Institute~~CHS and ~~the~~Growmark ~~Minneapolis~~that ~~Grain~~focuses ~~Exchange~~on innovative solutions and emerging technologies that positively impact farming. He ~~joined~~is ~~CHS~~former inboard ~~1988~~chair asof Ag Gateway, a ~~wheat~~nonprofit ~~trader.~~consortium ~~Prior~~of 300-plus businesses, which strives to ~~leading~~promote, ~~our~~enable agand ~~retail~~expand e-business, in agriculture. Mr. ~~Dusek~~Black ~~held~~joined ~~roles~~CHS in 2014 and previously worked at Monsanto Company, where he served as vice president, ininformation ~~our~~technology, ~~grain~~overseeing ~~marketing~~all ~~and~~aspects ~~agronomy~~of ~~divisions~~information technology for its global commercial businesses. HeDuring ~~earned~~his a20 ~~bachelor~~years ofwith ~~science~~Monsanto, ~~degree~~he inalso ~~agricultural~~served ~~economics~~as ~~from~~vice ~~North~~president, ~~Dakota~~corporate ~~State~~strategy, ~~University~~and president, Monsanto Agro-Services, LLC, and iswas aresponsible ~~graduate~~for ofnew ~~the~~business ~~Harvard~~development. ~~Business~~Mr. ~~School~~Black ~~Advanced~~earned ~~Management~~a ~~Program~~bachelor's degree in computer science from Tarkio College.

~~John~~Richard ~~Griffith~~Dusek has been executive vice president, ag ~~business~~retail, distribution and ~~CHS Hedging~~transportation, since ~~January~~November ~~2021~~2017. He leads CHS ~~trading~~ag retail operations and ~~risk~~wholesale ~~management~~distribution ~~for~~assets ~~global~~that ~~grain,~~serve ~~oilseeds,~~as ~~crop~~a ~~nutrients~~critical ~~and~~channel ~~crop~~for ~~protection.~~our ~~Mr.~~core ~~Griffith~~businesses, ~~also~~aligning ~~serves~~an asenterprise ~~board~~supply ~~chair~~chain for ~~CHS~~energy, ~~Hedging~~agronomy, aanimal ~~commodities~~nutrition ~~brokerage~~and ~~subsidiary~~grain ofproduct ~~CHS~~lines to serve our owners, and ~~represents~~driving ~~CHS~~growth onand ~~the~~efficiency CFthrough ~~Nitrogen~~a ~~Board~~customer-focused ofsolutions ~~Managers~~platform. HeMr. ~~previously~~Dusek ~~chaired~~also oversees the ~~North~~enterprise ~~American~~transportation ~~Export~~function, ~~Grain~~which ~~Association~~includes ~~board~~all ~~and~~modes ~~served~~serving onour ~~the~~product ~~Minneapolis~~lines. ~~Grain~~He ~~Exchange~~is ~~board~~a offormer ~~directors.~~board ~~Mr.~~member ~~Griffith~~of ~~worked~~The ~~for~~Fertilizer ~~CHS~~Institute ~~early~~and inthe ~~his~~Minneapolis ~~career~~Grain asExchange. aHe ~~grain~~joined ~~merchandiser~~CHS ~~and~~in ~~rejoined~~1988 ~~CHS~~as at a ~~leadership~~wheat ~~level~~trader. inPrior ~~January~~to ~~2013.~~leading ~~Since~~our ~~that~~ag ~~time~~retail business, heMr. ~~has~~Dusek held ~~various leadership~~ roles ~~within~~as ~~global grain marketing, including senior~~ vice president, ~~CHS~~in ~~global~~our grain marketing and ~~CHS~~agronomy ~~Hedging, and vice president, grain marketing North America~~divisions. He earned a bachelor's of science degree in agricultural economics from ~~St.~~North ~~John's~~Dakota State University and is a ~~master~~graduate of ~~business~~the ~~administration~~Harvard ~~degree~~Business ~~from~~School ~~Rockhurst~~Advanced ~~University~~Management Program.

~~Gary~~John ~~Halvorson~~Griffith has been executive vice president, ~~enterprise~~ag ~~customer~~business ~~development~~and CHS Hedging, since ~~December~~January ~~2022~~2021. He isleads ~~responsible~~CHS ~~for~~trading ~~efforts~~and ~~across~~risk ~~all~~management ~~product~~for ~~lines~~global tograin, ~~deliver~~oilseeds, acrop ~~focused~~nutrients and ~~coordinated~~crop ~~customer experience for owners and customers~~protection. Mr. ~~Halvorson~~Griffith also serves onas ~~the~~board ~~advisory~~chair ~~council~~ for ~~Cooperative~~CHS ~~Ventures~~Hedging, a ~~venture~~commodities ~~capital~~brokerage ~~fund~~subsidiary ~~joint~~of ~~venture between~~ CHS, and ~~Growmark~~represents ~~that~~CHS ~~focuses~~ on ~~innovative~~the ~~solutions~~CF ~~and~~Nitrogen ~~emerging~~Board ~~technologies~~of ~~that positively impact farming~~Managers. ~~Mr.~~He ~~Halvorson~~also ~~has~~serves ~~served~~ on the ~~National~~board ~~FFA~~of ~~Sponsors~~Producer ~~Board~~Ag, ~~the~~LLC, ~~Agricultural~~a ~~Retailers~~grain ~~Association~~marketing ~~board~~joint ofventure ~~directors~~between CHS and ~~The~~MKC, ~~Fertilizer~~and ~~Institute~~on ~~(TFI)~~the board of ~~directors~~CHS/MKC, LLC. He ~~joined~~previously ~~CHS~~chaired ~~more~~the ~~than~~North 20American ~~years~~Export ~~ago.~~Grain ~~Most~~Association ~~recently,~~board heand ~~led~~served on the ~~CHS~~Minneapolis ~~agronomy~~Grain ~~business.~~Exchange ~~Prior~~board toof ~~that,~~directors. Mr. ~~Halvorson~~Griffith ~~held~~worked ~~various~~for ~~leadership~~CHS ~~roles~~early ~~with~~in his career as a grain merchandiser and rejoined CHS at ~~locations~~a inleadership ~~North~~level ~~Dakota~~in ~~before~~January ~~becoming~~2013. ~~general~~Since ~~manager~~that ~~for~~time, ~~CHS~~he Aghas ~~Services~~held invarious ~~Warren,~~leadership ~~Minnesota.~~roles ~~Mr.~~within ~~Halvorson~~global ~~also~~grain ~~served~~marketing, asincluding senior vice president, ofCHS ~~farm~~global ~~supply~~grain ~~for~~marketing and CHS ~~country~~Hedging, ~~operations~~and vice president, grain marketing North America. He earned a bachelor's degree infrom St. John's University and a master of business administration degree from ~~Concordia~~Rockhurst University.

~~Darin~~Gary ~~Hunhoff~~Halvorson has been executive vice president, ~~energy~~enterprise customer development, since ~~May~~December ~~2017~~2022. He ~~leads~~is ~~CHS~~responsible ~~energy~~for ~~operations~~efforts ~~including~~across ~~refineries,~~all ~~pipelines~~product ~~and~~lines ~~terminals,~~to asdeliver ~~well~~a asfocused ~~refined~~and ~~fuels,~~coordinated ~~propane~~customer ~~and~~experience ~~lubricants~~for ~~product~~owners ~~lines~~and customers. InMr. ~~addition,~~Halvorson heserves ~~oversees~~on ~~sustainability~~the atboard ~~CHS,~~of ~~which~~Cooperative isVentures, ~~focused on~~ a ~~long-term~~venture ~~view~~capital onfund ~~people,~~joint ~~communities,~~venture ~~economic~~between ~~viability~~CHS and ~~environmental~~Growmark ~~success,~~that asfocuses ~~well~~on asinnovative ~~the~~solutions ~~CHS~~and ~~strategic~~emerging ~~sourcing~~technologies ~~function~~that positively impact farming. Mr. ~~Hunhoff~~Halvorson ~~previously~~has served on the National FFA Sponsors Board, the Agricultural Retailers Association board of directors ~~for~~and ~~Ardent~~The ~~Mills~~Fertilizer Institute (TFI) board of directors. He joined CHS more than 2520 years ago. asMost arecently, ~~petroleum~~he ~~specialist~~led the CHS agronomy business. HePrior ~~has~~to ~~also~~that, ~~been~~Mr. ~~chief~~Halvorson ~~strategy~~held ~~officer~~various ~~for~~leadership roles with CHS ~~and~~at ~~has~~locations ~~spent~~in ~~several~~North ~~years~~Dakota inbefore ~~energy~~becoming ~~leadership~~general ~~roles~~manager for CHS Ag Services in Warren, ~~including~~Minnesota. ~~time~~Mr. asHalvorson ~~senior~~also served as vice president of ~~refined~~farm ~~fuels~~supply ~~and~~for ~~vice~~the ~~president~~CHS ofag ~~propane~~retail business. He earned a bachelor's degree in ~~marketing and~~ business ~~management~~ from ~~Southwest~~Concordia ~~Minnesota State~~ University.

~~Mary~~Darin ~~Kaul-Hottinger~~Hunhoff has been executive vice president, ~~chief human resources officer~~energy, ~~for CHS~~ since ~~January~~May ~~2023~~2017. ~~Ms.~~He ~~Kaul-Hottinger~~leads ~~sets direction and strategy to help~~ CHS ~~achieve~~energy ~~key~~operations ~~priorities~~including ~~with a focus on helping the organization attract~~refineries, ~~develop~~pipelines and ~~retain~~terminals, ~~high-performing~~as ~~and~~well ~~diverse~~as ~~talent~~refined tofuels, ~~drive~~propane ~~business growth~~ and ~~the~~lubricants ~~company’s~~product ~~strategies~~lines. ~~She~~In ~~also~~addition, ~~has~~he ~~responsibility~~oversees ~~for~~sustainability ~~the~~at ~~company’s~~CHS, ~~community~~which ~~giving~~is ~~and~~focused ~~employee~~on ~~volunteerism.~~a ~~Ms. Kaul~~long-~~Hottinger~~term ~~has~~view ~~more~~on ~~than~~people, 38communities, ~~years~~economic ofviability ~~experience~~and inenvironmental ~~human~~success, ~~resources.~~as ~~She~~well ~~joined CHS in 2018~~ as the ~~senior~~CHS ~~vice~~strategic ~~president,~~sourcing ~~chief~~function. ~~human~~Mr. ~~resources~~Hunhoff ~~officer,~~serves ~~after~~on ~~serving~~the 11board ~~years at Ecolab as vice president of human resources~~ for ~~Ecolab’s~~Ventura ~~global~~Foods, ~~businesses~~LLC, ~~where she~~ and ~~her~~Together ~~team~~for ~~supported~~Good, ~~multiple~~a ~~business~~nonprofit ~~units~~organization ~~with~~focused ~~more~~on ~~than~~stabilizing ~~30,000~~families ~~employees~~ in ~~the Americas, Europe, the Middle East, Africa and Asia Pacific~~crisis. ~~Prior~~He topreviously ~~joining~~served ~~Ecolab~~on inthe ~~2007,~~board ~~she~~of ~~served~~directors infor ~~human~~Ardent ~~resources~~Mills. ~~leadership~~He ~~roles~~has ~~supporting~~also ~~operating~~been ~~divisions~~chief atstrategy ~~General~~officer ~~Mills~~for CHS and ~~Pillsbury.~~spent ~~She~~several ~~also~~years ~~held~~in ~~human~~energy ~~resources~~leadership roles ~~at Securian Financial~~, ~~formerly~~including ~~Minnesota~~time ~~Life. Ms. Kaul-Hottinger serves~~ as ~~board~~senior ~~co-chair~~vice ofpresident ~~Together We Grow, a consortium~~ of ~~major~~refined ~~agribusiness~~fuels and ~~food~~vice ~~interests~~president ~~building the workforce~~ of ~~tomorrow,~~propane. ~~and~~He onjoined ~~the~~CHS ~~board~~more ofthan ~~directors~~30 ~~for~~years ~~the~~ago ~~Greater~~as ~~Twin~~a ~~Cities~~petroleum ~~United~~specialist. ~~Way~~Mr. ~~She~~Hunhoff earned a bachelor’'s degree in marketing and business ~~administration~~management from ~~the~~Southwest ~~University~~Minnesota ofState StUniversity. ~~Thomas.~~

~~Olivia~~Mary ~~Nelligan~~Kaul-Hottinger ishas been executive vice president, chief ~~financial~~human ~~officer~~resources ~~and chief strategy~~ officer, for CHS since January 2023, joining the organization in ~~January~~2018. ~~2020~~Ms. ~~She~~Kaul-Hottinger ~~leads~~sets ~~all~~direction ~~finance~~ and ~~strategic~~strategy ~~planning~~to ~~activities~~help ~~across~~ CHS, ~~being~~achieve a key ~~advisor~~priorities towith ~~the~~a ~~CEO~~focus ~~and the CHS Board of Directors. Ms. Nelligan serves~~ on helping the ~~Board~~organization ~~of Directors for Ardent Mills~~attract, adevelop ~~strategic~~and ~~joint~~retain ~~venture~~high-performing ofand ~~CHS~~diverse ~~and~~talent ato ~~leading~~drive ~~flour~~business ~~milling~~growth and ~~food~~the ~~ingredient~~company’s ~~manufacturer~~strategies. She also ~~serves~~has onresponsibility ~~the board of directors~~ for ~~Cooperative~~the ~~Ventures,~~company’s acommunity ~~CHS~~giving ~~joint venture~~ and ~~corporate~~employee ~~venture~~volunteerism. ~~capital~~Ms. ~~fund~~Kaul-Hottinger ~~that~~has ~~focuses~~nearly onfour ~~innovative~~decades ~~solutions~~of ~~and~~experience ~~emerging~~in ~~technologies~~human ~~that positively impact farming~~resources. Before joining CHS, ~~Ms.~~she ~~Nelligan~~served ~~held~~11 ~~executive~~years ~~positions~~at inEcolab ~~multiple~~as ~~organizations.~~vice ~~Her~~president ~~past~~of ~~experience~~human ~~includes~~resources ~~serving~~for asEcolab’s ~~chief~~global ~~executive~~businesses, ~~officer~~where ofshe ~~Nasco,~~and ~~LLC,~~her ateam ~~private~~supported ~~equity-owned~~multiple ~~company.~~business ~~Ms.~~units ~~Nelligan~~with ~~spent~~ more than a30,000 ~~decade~~employees ~~with~~in ~~Kerry~~the ~~Group~~Americas, ~~plc~~Europe, ~~serving~~the asMiddle ~~global~~East, ~~chief~~Africa ~~financial~~ and ~~strategic~~Asia ~~planning officer of its Taste and Nutrition division~~Pacific. ~~She~~Prior ~~holds~~to ajoining ~~bachelor's~~Ecolab ~~degree~~ in ~~civil~~2007, ~~law~~she ~~and~~served ~~a higher diploma~~ in ~~business~~human ~~and~~resources ~~financial~~leadership ~~information~~roles ~~systems~~supporting ~~from~~operating ~~University~~divisions ~~College~~at ~~Cork,~~General ~~Ireland,~~Mills and ~~a master of business administration degree from the University of Wisconsin-Madison~~Pillsbury. She isalso ~~a fellow of Chartered Accountants Ireland and an associate member of the Institute of Taxation in Ireland.~~

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~~Brandon~~held ~~Smith~~human ~~has~~resources ~~been~~roles ~~executive~~at ~~vice~~Securian ~~president~~Financial, ~~general~~formerly ~~counsel~~Minnesota ~~for~~Life. ~~CHS since March 2021~~Ms. HeKaul-Hottinger ~~provides~~serves ~~counsel~~as toboard ~~CHS~~co-chair ~~leadership and the Board~~ of ~~Directors~~Together onWe ~~company strategy~~Grow, ~~government~~a ~~affairs,~~consortium ~~corporate~~of ~~governance,~~major ~~corporate~~agribusiness ~~compliance, federal securities reporting~~ and ~~compliance,~~food ~~and~~interests ~~disclosure~~building ~~and investor communications. Mr. Smith also oversees~~ the ~~CHS~~workforce ~~internal~~of ~~audit department. He previously worked at Tenneco Inc.~~tomorrow, ~~a multinational industrial company based in Lake Forest, Illinois, for more than 12 years in various legal~~ and ~~leadership~~on ~~roles,~~the ~~most~~board ~~recently~~of asdirectors ~~senior vice president, general counsel and corporate secretary. Prior to joining Tenneco, Mr. Smith worked~~ for the ~~Kirkland~~Greater &Twin ~~Ellis~~Cities ~~LLP~~United ~~law firm in Chicago, Illinois~~Way. HeShe earned a ~~juris doctor degree from Cornell Law School and a~~ bachelor'’s degree in business ~~management~~administration from ~~Hiram~~the ~~College~~University of St. Thomas.

Olivia Nelligan is executive vice president, chief financial officer and chief strategy officer for CHS, joining the organization in January 2020. She leads all finance and strategic planning activities across CHS, being a key advisor to the CEO and the CHS Board of Directors. Before joining CHS, Ms. Nelligan held executive positions in multiple organizations. Her past experience includes serving as chief executive officer of Nasco, LLC, a private equity-owned company. Ms. Nelligan spent more than a decade with Kerry Group plc, serving as global chief financial and strategic planning officer of its Taste and Nutrition division. Ms. Nelligan serves on the board of directors for Ardent Mills, a strategic joint venture of CHS and a leading flour milling and food ingredient manufacturer, and for Dana Incorporated, a leader in the design and manufacture of propulsion and energy-management solutions that power vehicles and machines in mobility markets across the globe. She holds a bachelor's degree in civil law and a higher diploma in business and financial information systems from University College Cork, Ireland, and a master of business administration degree from the University of Wisconsin-Madison. She is a fellow of Chartered Accountants Ireland and an associate member of the Institute of Taxation in Ireland.

Brandon Smith has been executive vice president, general counsel for CHS since March 2021. He provides counsel to CHS leadership and the Board of Directors on company strategy, government affairs, corporate governance, corporate compliance, federal securities reporting and compliance, and disclosure and investor communications. In addition to overseeing the legal, compliance and government affairs departments, Mr. Smith oversees the CHS corporate security, internal audit, corporate environment, health and safety, and enterprise risk management functions. He previously worked at Tenneco Inc., a multinational industrial company based in Lake Forest, Illinois, for more than 12 years in various legal and leadership roles, most recently as senior vice president, general counsel and corporate secretary. Prior to joining Tenneco, Mr. Smith worked for the Kirkland & Ellis LLP law firm in Chicago, Illinois. He earned a juris doctor degree from Cornell Law School and a bachelor's degree in business management from Hiram College.

None of our directors, executive officers or control persons has been involved in any of the legal proceedings required to be disclosed in Item 401 of Regulation S-K, during the past five years.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of any class of our preferred stock to file initial reports of ownership and reports of changes in ownership with the SEC. Such executive officers, directors and greater than 10% beneficial owners are required by the regulations of the SEC to furnish us with copies of all Section 16(a) reports they file.

Based solely on a review of copies of reports on Forms 3 and 4 and amendments thereto filed electronically with the SEC during, and reports on Form 5 and amendments thereto filed electronically with the SEC with respect to the fiscal year ended August 31, ~~2024~~2025, and based further upon written representations received by us with respect to the need to file reports on Form 5, no persons filed late reports required by Section 16(a) of the Exchange Act during fiscal ~~2024~~2025.

CODE OF ETHICS

We have adopted a code of ethics within the meaning of Item 406(b) of Regulation S-K promulgated by the SEC. This code of ethics applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. It is part of our broader CHS Code of Conduct, which is posted on our website, www.chsinc.com. We intend to disclose any amendment to, or waiver from, a provision of the code of ethics that applies to our principal executive officer, principal financial officer or principal accounting officer on ~~the~~ our website. The information contained on our website is not part of, and is not incorporated in, this report or any other report we file with or furnish to the SEC.

AUDIT COMMITTEE MATTERS

The Board of Directors has a separately designated standing Audit Committee for the purpose of overseeing our accounting and financial reporting processes and audits of our financial statements. In fiscal ~~2024~~2025, the Audit Committee was comprised of Mr. Beckman (~~chair from December 8~~Chair), ~~2023,~~Mr. toStroh ~~present~~(Vice Chair), Mr. Erickson, Mr. ~~Fritel~~Throener, ~~and~~ Mr. ~~Meyer~~Rossman, ~~(chair~~Mr. ~~and~~Sherven ~~member~~ (from ~~September~~December 16, ~~2023~~2024, to ~~December 7, 2023~~present), and Mr. ~~Rossman~~Fritel (from ~~December~~September 81, ~~2023~~2024, to ~~present)~~December 5, ~~Mr. Stroh and Mr. Throener~~2024), each of whom was an independent director during service on the Audit Committee. The Audit Committee has oversight responsibility to our member-owners relating to our financial statements and the financial reporting process, preparation of the financial reports and other financial information provided by us to any governmental or regulatory body, the systems of internal accounting and financial controls, the internal audit function and the annual independent audit of our financial statements. The Audit Committee assures that the corporate information gathering and reporting systems developed by management represent a good faith attempt to provide senior management and the Board of Directors with information regarding material acts, events and conditions within CHS. In addition, the Audit Committee is directly responsible for the appointment, compensation and oversight of the independent registered public accounting firm.

We do not believe any member of the Audit Committee is an "audit committee financial expert" as defined in the Sarbanes-Oxley Act of 2002 and the rules and regulations thereunder. As a cooperative, members of our Board of Directors are nominated and elected by our members. To ensure geographic representation of our members, the Board of Directors represents eight regions in which our members are located. The voting members in each region nominate and elect the number of directors for that region as set forth in our bylaws. To be eligible for service as a director, a nominee must among other things, (i) be an active farmer or rancher, (ii) be a Class A individual member of CHS or member of a cooperative association and (iii) reside in the geographic region from which he or she is nominated. Neither management nor the incumbent directors have any control over the nominating process for directors. Because of the nomination procedure and the election process, we cannot ensure that an elected director serving on our Audit Committee will be an audit committee financial expert. However, many of our directors, including all of the Audit Committee members, are financially sophisticated and have experience or background in

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~~which~~controls, ~~they~~the ~~have~~internal ~~had~~audit ~~significant~~function ~~financial~~and ~~management~~the orannual ~~oversight~~independent ~~responsibilities~~audit of our financial statements. The ~~current~~ Audit Committee ~~includes~~assures ~~directors~~that ~~who~~the ~~have~~corporate ~~served~~information asgathering ~~presidents~~and orreporting ~~chairs~~systems ofdeveloped ~~local~~by ~~cooperative~~management ~~association~~represent ~~boards.~~a ~~Members~~good offaith attempt to provide senior management and the Board of Directors with information regarding material acts, ~~including~~events and conditions within CHS. In addition, the Audit Committee, ~~also~~is ~~operate~~directly ~~large~~responsible ~~commercial~~for ~~enterprises~~the ~~requiring~~appointment, ~~expertise~~compensation inand ~~all~~oversight ~~areas~~ of ~~management,~~the ~~including~~independent ~~financial~~registered ~~oversight~~public accounting firm.

We do not believe any member of the Audit Committee is an "audit committee financial expert" as defined in the Sarbanes-Oxley Act of 2002 and the rules and regulations thereunder. As a cooperative, members of our Board of Directors are nominated and elected by our members. To ensure geographic representation of our members, the Board of Directors represents eight regions in which our members are located. The voting members in each region nominate and elect the number of directors for that region as set forth in our bylaws. To be eligible for service as a director, a nominee must among other things, (i) be an active farmer or rancher, (ii) be a Class A individual member of CHS or member of a cooperative association and (iii) reside in the geographic region from which he or she is nominated. Neither management nor the incumbent directors have any control over the nominating process for directors. Because of the nomination procedure and the election process, we cannot ensure that an elected director serving on our Audit Committee will be an audit committee financial expert. However, many of our directors, including all Audit Committee members, are financially sophisticated and have experience or background in which they have had significant financial management or oversight responsibilities. The current Audit Committee includes directors who have served as presidents or chairs of local cooperative association boards. Members of the Board of Directors, including the Audit Committee, also operate large commercial enterprises requiring expertise in all areas of management, including financial oversight.

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ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Compensation

Overview

This Compensation Discussion and Analysis describes the material elements of compensation awarded to each of the following executive officers ("Named Executive Officers") during the year ended August 31, ~~2024~~2025:


Name						Position
Jay Debertin						President and Chief Executive Officer
Olivia Nelligan						Executive Vice President, Chief Financial Officer and Chief Strategy Officer
Brandon Smith						Executive Vice President, General Counsel
Darin Hunhoff						Executive Vice President, Energy
John Griffith						Executive Vice President, Ag Business and CHS Hedging

CHS creates connections to empower agriculture for our producer and member cooperative owners and the communities in which we and our owners live and operate. Our executive compensation program is intentionally aligned with both operational objectives and long-term business strategy. The following discussion and analysis outlines the objectives and principles underlying our executive compensation and benefit programs and explains the compensation decisions impacting the CEO and other Named Executive Officers in fiscal ~~2024~~2025.

Compensation Philosophy and Objectives

The CHS executive compensation philosophy focuses on these key objectives:

•Attract and retain exceptional talent who demonstrate the CHS capabilities and values and are engaged and committed to the long-term success of CHS by providing market-competitive compensation and benefit programs;

•Align executive rewards to quantifiable annual and long-term performance goals that drive enterprise results and provide competitive returns to our member-owners;

•Emphasize ~~pay~~a ~~for~~culture of performance and accountability by linking executive performance goals to business strategy and differentiating rewards based on company and individual performance; and

•Ensure compliance with government mandates and regulations.

Our overall compensation philosophy and practices are grounded in our commitment to fair and equitable pay. This includes a regular review of employee compensation as well as compensation practices.

Governance of Executive Compensation

The Governance Committee and the Executive Committee of our Board of Directors have engaged a third-party consultant, Pay Governance LLC ("Pay Governance"), to advise on the executive compensation program applicable to our executives, including our Named Executive Officers.

The Executive Committee oversees the design and administration of the CEO's compensation. Pay Governance, ~~LLC~~ provides guidance to the Executive Committee regarding market-competitive levels of base pay, short-term incentive, long-term incentive and the overall compensation package for our CEO. The data and analysis are shared with the Executive Committee, who consider these elements as part of the CEO pay review. The Executive Committee recommends to our Board of Directors pay actions relative to our CEO and approves annual and long-term incentive awards for our CEO based on individual performance and company performance against the preestablished financial goals. The Board of Directors makes final decisions regarding our CEO's base pay, short-term incentive pay and long-term incentive pay, as well as ~~the~~ allocation of these components. There are no formal policies for allocation between long-term and short-term compensation other than the intention to be competitive with the external market for comparable positions and to be consistent with our compensation philosophy and objectives. Our CEO is not involved with ~~the~~ selection of the third-party consultant and does not participate in or observe Executive Committee meetings that concern CEO compensation matters.

The Governance Committee assists the Board of Directors in fulfilling its responsibilities regarding matters that relate to governing the organization, including reviewing and making recommendations to the Board with respect to ~~the~~ establishment,

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material modification to, or amendment of incentive, bonus or other similar compensation plans in which Named Executive Officers are eligible participants. Annually, the Governance Committee recommends incentive plan goals applicable to the Named Executive Officers under the incentive compensation plans to which they and other employees are eligible. The Board of Directors makes final decisions regarding these incentive plan goals.

Based on compensation market data provided by our human resources department (survey sources and methodology are explained below under "Components of Executive Compensation and Benefits") and with input from the third-party consultant if necessary, our CEO makes compensation decisions for the other Named Executive Officers and communicates them accordingly. The day-to-day design and administration of compensation and benefit plans are managed by our human resources, finance and legal departments.

Components of Executive Compensation and Benefits

Our executive compensation and benefit program consists of five components.

Pay Component Description Objective Base Pay Competitive salary considering market benchmarks and internal pay structure and relative to individual skills, experience, knowledge and contributions Provide the fixed element of compensation for the core duties, scope and level of responsibilities of the job Short-Term Incentive Short-term performance-based variable pay incentive for achieving predetermined annual financial and individual performance goals Provide a direct link between pay and annual ~~business~~performance, including company financial performance, achievement of ~~critical~~ business ~~initiatives~~goals, individual goals and ~~financial~~CHS ~~results~~capabilities Long-Term Incentive Long-term performance-based variable pay incentive for achieving predetermined three-year Return on Invested Capital ("ROIC") goals Provide a direct link between executive pay and long-term business performance to align management and member-owner interests, while driving executive retention Profit Sharing Performance-based annual award for achieving predetermined enterprise-level financial goals Reward employees for company profitability Benefits Medical, dental, vision, life insurance, short-term disability and long-term disability, qualified and non-qualified retirement plans, and other benefits Provide competitive total rewards program to attract and retain executives

Market Competitiveness of Executive Compensation

Each component is designed to be competitive with the external market. In determining competitive compensation levels, we analyze independent compensation survey information, including comparable industries, markets, revenues and companies that compete with us for executive talent. In fiscal ~~2024~~2025, information from the following sources was considered:

•Willis Towers Watson General Industry Executive (U.S.)

•Willis Towers Watson Custom Peer Comparator Group Executive (U.S.; includes the portion of the 17 peer companies that elected to participate in the survey)

•US Mercer Benchmark Database/Total Remuneration Survey (Executive)

•Radford/Aon Global Compensation Database (Executive)

The survey and database data include a range of competitive pay levels, including median market rates for base salary, short-term incentive, total cash compensation, long-term incentive and total direct compensation. Companies included in the surveys and databases vary by industry, revenue and number of employees, and represent both public and private ownership, as well as nonprofit, government and mutual organizations.

In determining competitive compensation levels for the CEO, various factors were considered including market data from surveys and publicly available proxy compensation data from a specific comparator group of peer companies,. ~~which~~The comparator group consists of 17 public companies in the agriculture, energy, food and transportation industries. Our Board annually reviews the peer group comparator companies and adjusts as needed to ensure the comparator group represents a reasonable external perspective for pay benchmarking. ~~The~~After a thorough review and consultation with Pay Governance, the Board ~~approved~~determined the ~~following~~peer ~~changes~~group continues to be appropriate for executive compensation benchmarking and approved the same comparator group for ~~2024~~2025:

•Removal of three private companies (Cargill, Koch Industries and Land O’ Lakes) due to lack of publicly disclosed pay data

•Removal of Williams Companies due to decreased relevance in business scope

•Addition of five companies based on industry and business mix, size and overall reasonableness for pay benchmarking

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2024 Comparator Group

2025 Comparator Group

ADM

C.H. Robinson*

HF Sinclair Corporation

Marathon Petroleum

Valero Energy

Bayer*

Conagra Brands

Hormel Foods*

Mosaic

Bayer

Conagra Brands

Hormel Foods

Mosaic

Bunge

Corteva*

Ingredion Incorporated*

Nutrien

CF Industries

General Mills

Kinder Morgan

Phillips 66

*New company added to the comparator group for 2024

The objective is to provide our executives with an overall total compensation package that is competitive in comparable industries, companies and markets. We target around market median compensation levels for base pay, target total cash and target total direct compensation, and around the 75th percentile for actual total direct compensation when our performance is well above target goals and below market median levels if performance is below target goals.

For the Named Executive Officers excluding the CEO in ~~2024~~2025, target total compensation was, on average, aligned to the desired competitive range around the market median. ~~Base~~Actual ~~pay~~total cash compensation, on average, was ~~slightly~~ below ~~the~~ market median ~~while~~due ~~total~~to ~~cash~~actual ~~compensation~~earned ~~and~~short-term ~~total~~incentive ~~direct~~awards ~~compensation~~achieved ~~yielded~~just ~~around~~above ~~75th~~threshold ~~percentile~~and ofsignificantly ~~market,~~below ontarget. ~~average,~~Actual ~~due~~total todirect ~~actual~~compensation ~~earned~~was ~~short-term~~above ~~incentive~~market ~~awards~~median, aton ~~the~~average, ~~maximum~~due ~~level~~to ofhigh performance ~~and~~in ~~actual~~the ~~earned~~ long-term incentive awards for the fiscal ~~2022~~2023-~~2024~~2025 performance period ~~at the superior level of performance~~.

For ~~fiscal 2024,~~ the CEO's ~~base~~in ~~pay~~2025, target total cash compensation and target total direct compensation were ~~set to be~~ aligned to the desired competitive range. ~~Based~~From onan aactual ~~review~~pay ofperspective, ~~the~~company ~~market~~financial ~~benchmarks,~~performance ~~consideration~~in offiscal ~~the~~2025 ~~CEO's~~was ~~outstanding~~below ~~sustained~~target, ~~performance~~resulting ~~and~~in ~~long~~actual ~~service,~~total ~~and~~cash tocompensation ~~further~~below ~~emphasize~~market ~~performance-based~~median. ~~incentive~~Actual ~~award~~total ~~opportunities,~~direct ~~target~~compensation ~~pay~~ was ~~increased~~near ~~for~~market ~~fiscal~~median ~~2024~~due ~~primarily~~to high performance in the long-term incentive ~~target~~awards ~~award~~for ~~opportunity~~the ~~to align to our multi~~three-year performance. ~~From~~period anended ~~actual~~in ~~pay perspective, with strong company performance over the past three~~ fiscal ~~years (2022 - 2024), his actual total direct compensation for fiscal 2024 was above both target levels and market median due to outperformance of the preestablished goals~~2025.

Target Pay Mix

The objectives of our executive compensation program require a suitable mix of base pay, short-term incentive and long-term incentive that will engage the executive officers to achieve both short-term results as well as strategic results that benefit our member-owners' interests over the long term while maintaining alignment with the competitive talent market.

The charts below illustrate the target pay mix of base salary, short-term incentive target pay and long-term incentive target pay based on the 2025 Grants of Plan-Based Awards values (see the Summary Compensation Table) for our CEO and the other Named Executive Officers as a group. The CEO has a proportionately higher target award opportunity for the long-term incentive resulting in target total compensation that is weighted more toward long-term business performance, which aligns with our overall executive compensation objectives and market practices.

Base Pay

Base pay of our Named Executive Officers represents a fixed element of compensation paid as a salary on a semimonthly basis. Salaries are generally set around the median level of market data collected through our benchmarking

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~~The~~process ~~charts~~against ~~below~~other ~~illustrate~~equivalent ~~the~~positions ~~mix~~ of ~~base~~comparable salary, short-term incentive target pay and long-term incentive target pay based on the 2024 Grants of Plan-Based Awards values (see the Summary Compensation Table) for our CEO and the other Named Executive Officers as a groupcompanies. The ~~increase in the CEO~~individual's ~~target~~actual ~~award~~salary ~~opportunity~~relative ~~for~~to the ~~long-term~~market ~~incentive~~median ~~for~~is ~~performance~~based ~~periods~~on ~~beginning~~a ~~with~~number ~~the~~of ~~award~~factors, ~~granted~~which ininclude, ~~fiscal~~but ~~2024~~are ~~resulted~~not inlimited ~~a shift~~ to, ~~the~~scope ~~pay~~and ~~mix~~level ~~with more~~ of ~~his~~responsibilities, ~~target~~individual ~~total compensation weighted towards long-term business performance~~skills, ~~which~~experience ~~aligns with our overall executive compensation objectives~~ and ~~market practices~~performance.

~~Base~~ Salaries ~~Pay~~for our Named Executive Officers are reviewed on an annual basis or at the time of significant changes in scope and level of responsibilities. Changes in salaries are determined through review of competitive market data, as well as individual performance and contribution, internal equity and other factors. Changes are not governed by preestablished weighting factors. Our CEO is responsible for the annual salary review process for the other Named Executive Officers. The Board of Directors Executive Committee is responsible for the annual salary review process for our CEO.

~~Base~~Due ~~pay~~to ofincreasingly ~~our~~challenging ~~Named~~conditions ~~Executive~~in ~~Officers~~our ~~represents~~primary amarkets ~~fixed~~and ~~element~~market ofbenchmarking ~~compensation~~indicating ~~paid~~the asNamed aExecutive ~~salary~~Officers ~~on a semimonthly basis. Salaries~~ are ~~generally~~within ~~set around the median level of market data collected through~~ our ~~benchmarking~~desired ~~process~~competitive ~~against~~range ~~other~~for ~~equivalent~~base ~~positions~~salary, ofthe ~~comparable~~Board ~~companies.~~decided ~~The~~not ~~individual's~~to ~~actual~~make ~~salary~~any ~~relative~~changes to the ~~market~~CEO’s ~~median~~base issalary ~~based~~for onfiscal ~~a number of factors~~2025, ~~which~~and ~~include,~~the ~~but~~CEO ~~are~~decided ~~not~~the ~~limited~~same ~~to,~~for ~~scope~~the ~~and~~other ~~level~~Named ofExecutive ~~responsibilities, individual skills, experience and performance~~Officers.

Salaries for our Named Executive Officers are reviewed on an annual basis or at the time of significant changes in scope and level of responsibilities. Changes in salaries are determined through review of competitive market data, as well as individual performance and contribution, internal equity and other factors. Changes are not governed by preestablished weighting factors or a specific merit matrix. Our CEO is responsible for the annual salary review process for the other Named Executive Officers. The Executive Committee is responsible for the annual salary review process for our CEO.

Mr. Debertin received an approximate 6.2% salary increase effective December 1, 2023. Our Board of Directors approved the increase to reward Mr. Debertin for exceptional performance and align his base pay relative to market considering his long tenure as CEO. Ms. Nelligan, Mr. Smith, Mr. Hunhoff, and Mr. Griffith received salary increases of 5%, 3.5%, 3% and 4%, respectively, to reward them for strong performance and maintain market pay competitiveness.

Overview of Performance-Based Incentive Plans

We operate our diversified global businesses to maximize value, in the near- term and long- term, for our member cooperatives, farmer-owners and customers. Our executive compensation program reflects this key objective by emphasizing performance-based incentive opportunities, through the short-term and long-term incentive plans that are discussed in detail below, with awards earned commensurate with financial results. ~~The~~Actual ~~actual~~ payouts for the incentive cycles ended in fiscal ~~2024~~2025 reflect the team'’s ~~outstanding~~ability ~~execution~~to ~~relative~~manage tocosts, ~~our~~maintain ~~business~~a ~~strategy~~strong inbalance ~~key~~sheet, ~~areas~~and ~~including~~capitalize ~~revenues~~on opportunities when markets were advantageous, ~~earnings~~while ~~and~~navigating ~~capital~~through ~~management~~a challenging commodity downturn, which are, collectively, captured in our primary financial measure of ROIC.

Short-Term Incentive Pay

Named Executive Officers participate in the same CHS Annual Variable Pay Plan ("Annual Variable Pay Plan" or "AVP") as other management and professional employees,. ~~and~~Each ~~based~~Named onExecutive Officer was eligible to participate in the ~~plan~~AVP ~~provisions,~~for ~~when~~the ~~they~~entirety ~~are~~of ~~hired~~fiscal or2025. ~~retire~~Target ~~they~~AVP ~~receive~~award ~~awards~~levels ~~prorated~~are set with reference to ~~the~~various ~~period~~factors ofincluding ~~time~~internal ~~they~~equity ~~were~~and ~~eligible.~~competitive ~~Each~~market ~~Named~~compensation ~~Executive~~levels ~~Officer~~and ~~was~~are ~~eligible~~intended to ~~participate~~motivate inour ~~the~~executives ~~AVP~~by providing short-term incentive awards for the ~~entirety~~achievement of ~~fiscal~~annual ~~2024~~goals. ~~Target~~The target AVP award ~~levels~~is ~~are~~1.15x ~~set~~base ~~with~~salary ~~reference~~for toNamed ~~various~~Executive ~~factors~~Officers ~~including~~other ~~internal~~than ~~equity~~Mr. Debertin, who has a target AVP award of 1.5x base salary.

For fiscal 2025, the AVP incentive was weighted 70% on enterprise-level financial performance and 30% on individual performance, and participants could earn a payout ranging from 50% of target for performance at the threshold level to 200% of target for performance at or above the maximum level. For a Named Executive Officer to earn any portion of the award, including any payout based on individual performance, CHS must achieve at least the predetermined threshold level of ROIC performance.

•The financial performance component was based on preestablished ROIC goals at the enterprise level. The threshold, target and maximum ROIC goals approved by the Board of Directors for fiscal 2025 are set forth in the table below.

•The individual performance component was based on demonstration of CHS capabilities and achievement of specific goals relating to areas such as business profitability, execution of strategic initiatives and/or talent management. In conjunction with the annual performance review process for our CEO, the Board of Directors reviews the individual goals and, in turn, determines and approves this portion of the short-term incentive award based upon completion or partial completion of the previously specified goals and principal job accountabilities. Likewise, our CEO uses a similar process for determining individual performance for the other Named Executive Officers.

CHS financial performance goals and award opportunities under our fiscal 2025 AVP were as follows:

Performance Level

CHS ROIC Goal

Target Award Multiple

Maximum

8.0%

2.0x

Target

6.5%

1.0x

Threshold

5.7%

0.5x

Below threshold

<5.7%

0.0x

ROIC is not defined under U.S. GAAP. Therefore, it should not be considered a substitute for other measures prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies.

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~~and~~ ROIC ~~competitive~~is ~~market~~a ~~compensation~~measurement ~~levels~~of how efficiently we use capital and ~~are~~the ~~intended~~level toof ~~motivate~~return ~~our~~on ~~executives~~that capital. It is calculated by ~~providing~~dividing ~~short-term~~adjusted ~~incentive~~net ~~awards~~operating ~~for~~profit after tax by average funded debt plus beginning equity. We define adjusted net operating profit after tax as earnings before taxes excluding the ~~achievement~~impact of ~~annual~~certain ~~goals~~nonrecurring business events, plus net interest generated from investing and financing activities, and the result is multiplied by the effective tax rate. For purposes of the fiscal ~~2024~~2025 AVP, we defined funded debt as the ~~AVP~~sum ~~incentive~~of ~~was~~the ~~weighted~~average ~~70%~~of onbeginning ~~enterprise~~and end of year long-~~level~~term ~~financial~~debt, ~~performance~~including the current portion thereof, plus any guarantees thereof, using balances as of July 31, 2024 and ~~30%~~2025, onrespectively, ~~individual~~and ~~performance~~the total beginning of year equity as of July 31, 2024, respectively. Further, for purposes of the fiscal 2025 AVP, we excluded the impacts of a location exit and a severance accrual as nonrecurring events.

~~•The~~ ROIC results for fiscal 2025 were 5.7%, resulting in award payouts at 0.5x target for the financial performance component. ~~was~~Although ~~based~~adjusted onnet ~~preestablished~~operating ~~ROIC~~profit ~~goals~~after attax decreased in fiscal 2025 from the ~~enterprise~~strong ~~level~~results in the previous year due to the commodity cycle downturn, profitability was elevated compared to similar historical down cycles. The ~~threshold~~less favorable market conditions negatively impacted refining margins in our Energy segment, ~~target~~oilseed crush margins and ~~maximum~~grain ~~ROIC~~margins ~~goals~~in ~~approved~~our byAg segment. Mr. Debertin, the ~~Board~~other Named Executive Officers, and our other CHS employees were able to consistently execute to meet the needs of ~~Directors~~our ~~for~~customers ~~fiscal~~and ~~2024~~member-owners, ~~are~~including ~~set~~record ~~forth~~or near record volumes in ~~the~~a ~~table~~number ~~below.~~of our product lines. 

•The ~~individual~~CEO ~~performance~~and ~~component~~each ~~was~~Named ~~based~~Executive onOfficer's ~~achievement~~individual ofperformance ~~specific~~was ~~goals~~determined ~~relating~~by tothe ~~areas~~Board ~~such as business profitability, execution~~ of ~~strategic~~Directors ~~initiatives and/~~or ~~talent acquisition, development and retention. In conjunction with~~ the ~~annual performance review process for our~~ CEO, ~~the~~respectively, ~~Board~~to ofhave ~~Directors~~been ~~reviews~~successful ~~the~~against their individual goals; ~~and~~therefore, ineach ~~turn,~~Named ~~determines~~Executive ~~and~~Officer ~~approves~~achieved ~~this~~at ~~portion~~least oftarget ~~the~~payout ~~short-term~~for ~~incentive~~the ~~award~~30% ~~based~~individual ~~upon~~performance ~~completion~~component. orHowever, ~~partial~~in ~~completion~~light of the ~~previously~~challenging ~~specified~~operating ~~goals~~environment ~~and~~that ~~principal~~pressured ~~job~~financial ~~accountabilities.~~results ~~Likewise,~~for ~~our~~fiscal ~~CEO~~2025, ~~uses~~the aBoard ~~similar~~approved ~~process~~payouts ~~for~~with ~~determining~~the individual ~~goal~~performance ~~achievement~~component ~~for~~adjusted ~~the~~downward ~~other~~to ~~Named~~yield ~~Executive~~overall ~~Officers.~~achievement at threshold.

~~CHS~~As ~~financial~~a ~~performance~~result, ~~goals~~short-term ~~and~~incentive ~~award~~awards ~~opportunities~~that were earned under ~~our~~the AVP for fiscal ~~2024~~2025 ~~AVP~~for ~~were~~the Named Executive Officers are as follows:

Performance Level

CHS ROIC Goal

Target Award Multiple

Name

Position

2025 AVP Payouts

Maximum

9.0%

2.0x

(Dollars)

Target

7.5%

1.0x

Jay Debertin

President and Chief Executive Officer

1,506,965

Threshold

6.0%

0.5x

Olivia Nelligan

Executive Vice President, Chief Financial Officer and Chief Strategy Officer

531,680

Below threshold

<6.0%

0.0x

Brandon Smith

Executive Vice President, General Counsel

491,087

Darin Hunhoff

Executive Vice President, Energy

476,160

John Griffith

Executive Vice President, Ag Business and CHS Hedging

460,290

ROIC is a measurement of how efficiently we use capital and the level of return on that capital. It is calculated by dividing adjusted net operating profit after tax by average funded debt plus beginning equity. We define adjusted net operating profit after tax as earnings before taxes excluding the impact of certain non-recurring business events, plus net interest generated from investing and financing activities, and the result is multiplied by the effective tax rate. For purposes of the fiscal 2024 AVP, we define funded debt as the sum of the average of beginning and end of year long-term debt, including the current portion thereof, plus any guarantees thereof, using balances as of July 31, 2023 and 2024, respectively, and the total beginning of year equity as of July 31, 2023, respectively. Further, for purposes of the fiscal 2024 AVP, we excluded the impacts of a pension plan withdrawal liability, an impairment charge and a severance accrual as non-recurring events.

ROIC results for fiscal 2024 were 9.5%, resulting in award payouts at 2.0x target for the financial performance component. Although adjusted net operating profit after tax decreased in fiscal 2024 from the record results in the previous year due to the commodity cycle downturn, profitability was elevated from historical averages. The less favorable market conditions negatively impacted refining margins in our Energy segment and oilseed crush margins in our Ag segment, but both segments still performed well and were able to deliver solid financial results. Mr. Debertin, the other Named Executive Officers, and our other CHS employees were able to consistently execute to meet the needs of our customers and member-owners. The CEO and each Named Executive Officer's performance was determined by the Board of Directors or the CEO, respectively, to have been strong against their individual goals, and therefore, each Named Executive Officer was awarded an above target payout for the 30% individual performance component. Short-term incentive awards that were earned under the AVP for fiscal 2024 for the Named Executive Officers are as follows:

Name

Position

2024 AVP Awards

(Dollars)

Jay Debertin

President and Chief Executive Officer

4,350,000

Olivia Nelligan

Executive Vice President, Chief Financial Officer and Chief Strategy Officer

1,569,992

Brandon Smith

Executive Vice President, General Counsel

1,431,731

Darin Hunhoff

Executive Vice President, Energy

1,402,657

John Griffith

Executive Vice President, Ag Business and CHS Hedging

1,392,144

Long-Term Incentive Pay

Each Named Executive Officer was eligible to participate in the CHS Inc. Executive Long-Term Incentive Plan ("ELTIP"). The purpose of the ELTIP is to align executive pay with long-term business performance, maximize long-term value for our member-owners and retain key executives. The ELTIP consists of three-year performance periods to ensure consideration is made for our long-term financial performance and strategic execution, with a new performance period beginning every fiscal year. Our Board of Directors approves the ELTIP goals for each three-year period.

Like the AVP, target award levels for the ELTIP are set with regard to various factors including internal equity and market competitive considerations. The target ELTIP award is 1.25x base salary for Named Executive Officers other than Mr. Debertin. Mr. Debertin's target ELTIP award is 3.0x his base salary for performance periods beginning on or after September 1, 2021 (including the three-year ELTIP performance period ended in fiscal 2025) and increased to 5.0x his base salary for performance periods beginning on or after September 1, 2023.

Changes to ELTIP awards granted in fiscal 2025 and beyond

The Board approved changes to deferral, vesting, timing of grant and pro-ration provisions of the ELTIP to better align with competitive market practices, enhance plan agility and talent mobility, and reduce complexity, supporting a primary executive compensation program objective to attract and retain exceptional talent. The changes are summarized below:

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is made for our long-term financial performance and strategic execution, with a new performance period beginning every fiscal year. Our Board of Directors approves the ELTIP goals for each three-year period.


Provision	For awards granted prior to fiscal 2025	For awards granted in fiscal 2025 and beyond
Deferral	Earned awards are contributed to the Deferred Compensation Plan after the end of each performance period.	Earned awards from the ELTIP are paid in cash unless the participant elects to defer all or a portion of the award.
Vesting	Awards vest over an additional 28-month period following the performance period end date.	No additional vesting is required after completion of the three-year performance period.
Timing of grant	Participant must be eligible pursuant to the terms of the plan for a minimum of six months of the three-year performance period and on the date the performance period ends.	Participant must be eligible pursuant to the terms of the plan on or before August 31 of the first year of the three-year performance period and on the date the performance period ends.
Pro-ration of awards	Award opportunity is pro-rated based upon full months of participation out of the three-year performance period.	Award opportunity is determined as of August 31 of the first year of the three-year performance period; any earned award is paid in full.

~~Earned awards from the~~ ELTIP ~~are contributed to the Deferred Compensation Plan after the end of each performance period. These~~ awards ~~vest~~granted ~~over~~before an additional 28-month period following the performance period end date. Participants who leave CHS prior to retirement for reasons other than death or disability forfeit all unearned and unvested ELTIP award balances. Participants who meet retirement criteria, die or become disabled receive prorated awards following the ELTIP provisions. Like the AVP, target award levels for the ELTIP are set with regard to various factors including internal equity and market competitive considerations. The target ELTIP award is 1.25x base salary for Named Executive Officers other than Mr. Debertin for performance periods beginning on or after September 1, 2021 (including the three-year ELTIP performance period ending in fiscal 2024). Mr. Debertin's target ELTIP award is 3.0x his base salary for performance periods beginning on or after September 1, 2021 (including the three-year ELTIP performance period ending in fiscal 2024) and increases to 5.0x his base salary for performance periods beginning on or after September 1, 2023.2025

For the three-year ELTIP period ended in fiscal ~~2024~~2025, the ELTIP performance measure was ROIC. As stated above in the AVP section, ROIC is a measurement of how efficiently we use capital and the level of return on that capital. ~~and~~It is calculated by dividing the adjusted net operating profit after tax by average funded debt plus total equity at the beginning of the year. We define adjusted net operating profit after tax as earnings before taxes excluding the impact of certain nonrecurring business events, plus net interest generated from investing and financing activities, and the result is multiplied by the effective tax rate. For purposes of the fiscal ~~2022~~2023-~~2024~~2025 performance period, we define funded debt as the sum of the average of long-term debt at the beginning and end of the year, including the current portion thereof, plus any guarantees thereof, using balances as of July 31, ~~2021,~~ 2022, 2023, 2024 and ~~2024~~2025, respectively, and the total beginning of year equity as of July 31, ~~2021,~~ 2022, 2023 and ~~2023~~2024, respectively. Further, for purposes of calculating adjusted net operating profit for the fiscal ~~2022~~2023-~~2024~~2025 performance period, we excluded the impacts of a ~~pension~~location ~~plan~~exit ~~withdrawal liability, an impairment charge~~ and a severance accrual as ~~non-recurring~~nonrecurring events.

Award opportunities for the fiscal ~~2022~~2023-~~2024~~2025 ELTIP performance period are expressed as a multiple of a participant's average base salary as of August 31 for each of the three years in the performance period. We must meet a three-year period threshold level of ROIC performance for any participant to earn an award. As indicated in the table below, the threshold, target, maximum and superior maximum ROIC goals for the fiscal ~~2022~~2023-~~2024~~2025 performance period are as follows:

Performance Level

CHS Three-Year ROIC Goal

Target Award Multiple

Superior Maximum (1)

912.70%

4.0x (1)

Maximum

710.70%

2.0x

Target

68.75%

1.0x

Threshold

5.7.0%

0.5x

Below threshold

<5.7.0%

0.0x

(1) The Superior Maximum performance level and target award multiple do not apply to the CEO; his maximum award is capped at 2.0x target.

Business conditions in the agriculture and energy industries were favorable during the ~~2022~~early years of the 2023-~~2024~~2025 performance period. Our ability to execute ~~in this environment~~ with strong operational performance in both the favorable and challenging environments resulted in ROIC of 16.14%, 169.45% and 9.5.7% in fiscal ~~2022~~2023, fiscal ~~2023~~2024 and fiscal ~~2024~~2025, respectively. Overall ROIC performance for the fiscal ~~2022~~2023-~~2024~~2025 performance period was 1310.935%, resulting in ~~superior~~above maximum performance level awards ~~equivalent~~equal to 4approximately 2.0x35x the target for Named Executive Officers other than the CEO and a maximum performance level award equivalent to 2.0x the target for the CEO. ELTIP payments for the fiscal ~~2022~~2023-~~2024~~2025 ELTIP for the Named Executive Officers are as follows:

Name

Position

~~2022~~2023-~~2024~~2025 ELTIP ~~Award~~Awards

(Dollars)

Jay Debertin

President and Chief Executive Officer

8,~~257~~531,~~328~~200

Olivia Nelligan

Executive Vice President, Chief Financial Officer and Chief Strategy Officer

32,~~255~~003,~~000~~461

Brandon Smith

Executive Vice President, General Counsel

31,~~049~~835,~~452~~568

Darin Hunhoff

Executive Vice President, Energy

31,~~049~~828,~~172~~989

John Griffith

Executive Vice President, Ag Business and CHS Hedging

21,~~948~~809,~~334~~577

The fiscal ~~2024~~2025 award grant values associated with the fiscal ~~2024~~2025-~~2026~~2027 ELTIP performance period, which continue to measure three-year ROIC, are provided in the "~~2024~~2025 Grants of Plan-Based Awards" table.

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Profit-Sharing

Each Named Executive Officer was eligible to participate in our Profit-Sharing Plan, which is also available to other employees. The purpose of the Profit-Sharing Plan is to reward employees for our profitability. Annual profit-sharing contributions for executives are calculated as a percent of base pay and annual variable pay (total calendar year earnings) and are made to the CHS Inc. 401(k) Plan ("401(k) Plan") account and CHS Inc. Deferred Compensation Plan ("Deferred Compensation Plan") account of each Named Executive Officer. The profit-sharing amount varies in relation to CHS ROIC performance. The fiscal ~~2024~~2025 Profit-Sharing Plan ROIC goals and contribution as a percent of total earnings are displayed in the following table:

Performance Level	CHS ROIC Goal	Profit-Sharing Award
Maximum	98.0%	5%
	8.3%	4%
	7.3%	4%
Target	76.5%	3%
	6.8%	2%
	6.1%	2%
Threshold	65.07%	1%

ROIC results for fiscal ~~2024~~2025 were 9.5.7%. Accordingly, each Named Executive Officer earned a 51% Profit-Sharing award.

Retirement Benefits

We provide the following retirement and deferral programs to Named Executive Officers:

•CHS Inc. Pension Plan

•CHS Inc. 401(k) Plan

•CHS Inc. Supplemental Executive Retirement Plan

•CHS Inc. Deferred Compensation Plan

CHS Inc. Pension Plan

The CHS Inc. Pension Plan ("Pension Plan") is a tax-qualified defined benefit pension plan. All Named Executive Officers participate in the Pension Plan. A Named Executive Officer is fully vested in the Pension Plan after three years of vesting service. The Pension Plan provides for a lump sum payment of the ~~participant’s account balance once the~~ Named Executive Officer's ~~reaches~~account ~~normal~~balance ~~retirement age~~ (or, alternatively, for a monthly annuity for the Named Executive Officer's lifetime if elected by the Named Executive Officer). The normal form of benefit for a single Named Executive Officer is a life annuity, and for a married Named Executive Officer, the normal form of benefit is a 50% joint and survivor annuity. Other annuity forms are also available on an actuarial equivalent basis. Compensation and benefits are ~~limited~~governed ~~based~~by on limits imposed by the Internal Revenue Code.

A Named Executive Officer's benefit under the Pension Plan depends on pay credits to his or her account, which are based on the Named Executive Officer's total salary and annual variable pay for each year of employment, date of hire, age at date of hire, ~~and the~~ length of service, and investment credits, which are computed using the interest crediting rate and the Named Executive Officer's account balance at the beginning of the plan year.

The amount of pay credits added to a Named Executive Officer's account each year is a percentage of the Named Executive Officer’s ~~base~~eligible ~~salary and annual variable pay plus~~ compensation ~~reduction pursuant to the 401(k) Plan and any pretax contribution to any of our welfare benefit plans~~, ~~paid~~primarily ~~vacations,~~consisting ~~paid leaves~~ of ~~absence~~base salary and ~~pay~~annual ~~received if away from work due to a sickness or injury~~variable. The pay credits percentage received is determined on a yearly basis, based on the years of benefit service completed as of December 31 of each year. A Named Executive Officer receives one year of benefit service for every calendar year of employment in which the Named Executive Officer completed at least 1,000 hours of service.

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Pay credits are earned according to the following schedules:

Regular Pay Credits


	Regular Pay Credit
Years of Benefit Service	Pay Below Social Security Taxable Wage Base	Pay Above Social Security Taxable Wage Base
1-3 years	3%	6%
4-7 years	4%	8%
8-11 years	5%	10%
12-15 years	6%	12%
16 years or more	7%	14%

Mid-Career Pay Credits

Employees hired after age 40 qualify for the following minimum pay credit:


	Minimum Pay Credit
Age at Date of Hire	Pay Below Social Security Taxable Wage Base	Pay Above Social Security Taxable Wage Base
Age 40-44	4%	8%
Age 45-49	5%	10%
Age 50 or higher	6%	12%

Investment Credits

We credit a Named Executive Officer's account at the end of the calendar year with an investment credit based on the balance at the beginning of the year. The investment credit is based on the average return for one-year Treasury bills for the four-month period from August 1 through November 30 of the prior year. ~~The~~For fiscal 2025, the minimum interest rate under the Pension Plan iswas 4.65%, and the maximum iswas 10%.

CHS Inc. 401(k) Plan

The 401(k) Plan is a tax-qualified, defined contribution retirement plan. ~~Most~~The ~~full-time,~~Named ~~nonunion~~Executive ~~CHS~~Officers ~~employees~~ are eligible to participate in the 401(k) Plan, ~~including~~on ~~each~~the ~~Named~~same ~~Executive~~basis ~~Officer~~as other eligible employees. Participants may contribute between 1% and 50% of their pay on a pretax and/or Roth basis. We match 100% of the first 1% and 50% of the next 5% of pay contributed each year (maximum 3.5%). Our Board of Directors may elect to reduce or eliminate matching contributions for any year or any portion thereof. ~~Participants are 100% vested in their own contributions and are fully vested after two years of service in matching contributions made on the participant’s behalf by us.~~

CHS Inc. Supplemental Executive Retirement Plan and CHS Inc. Deferred Compensation Plan

Because the Internal Revenue Code limits the benefits that may be paid from the Pension Plan and the 401(k) Plan, the CHS Inc. Supplemental Executive Retirement Plan ("SERP") and the Deferred Compensation Plan ("DCP") were established to provide certain employees participating in the qualified plans with supplemental benefits such that, in the aggregate, they equal the benefits they would have been entitled to receive under the qualified plan had these limits not been in effect. The SERP also includes compensation deferred under the DCP that is excluded under the qualified retirement plan. All Named Executive Officers are eligible to participate in the SERP.

Compensation includes total salary and annual variable pay without regard to limitations on compensation imposed by the Internal Revenue Code. Company contributions under the Pension Plan and 401(k) Plan are not eligible for pay credits.

Certain Named Executive Officers may have accumulated nonqualified plan balances or benefits that have been carried over from predecessor companies as a result of past mergers and acquisitions. Benefits from the SERP are primarily funded in a rabbi trust, with a balance as of August 31, ~~2024~~2025, of $3739.5 2 million. Benefits from the plan do not qualify for special tax treatment under the Internal Revenue Code.

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The DCP allows eligible Named Executive Officers to voluntarily defer receipt of up to 75% of their base salary and up to 100% of their annual variable pay. The election must occur prior to the beginning of the calendar year in which the compensation will be paid. During the year ended August 31, ~~2024~~2025, all ~~of the~~ Named Executive Officers were eligible to participate in the DCP. Mr. Debertin, and Ms. Nelligan ~~and Mr. Griffith~~ participated in the elective portion of the DCP.

Benefits from the DCP are primarily funded in a rabbi trust, with a balance as of August 31, ~~2024~~2025, of $~~162~~176.51 million. Benefits from the plan do not qualify for special tax treatment under the Internal Revenue Code.

Health and Welfare Benefits

The Named Executive Officers are eligible to participate in benefits under our comprehensive health and welfare program on the same basis as other eligible full-time employees. The health and welfare program includes benefits such as medical, dental, vision, life insurance, short-term disability, spending accounts, travel accident and identity theft protection. Like ~~non-executive~~nonexecutive full-time employees, participation in some of these benefit plans varies based on each Named Executive Officer's annual benefit elections.

Additional Benefits

Additional benefits such as executive long-term disability, executive physical examinations, ~~and~~ limited financial and tax planning assistance and identity theft protection and cybersecurity services are also available to our Named Executive Officers. Named Executive Officers’ spouses are also entitled to executive physical examinations, for which we only pay the $1,500 per person participation fee. In addition, commencing in fiscal 2025 with consideration to rising threats of personal security for corporate executives, we began covering certain physical security costs for our CEO. These additional benefits are provided as part of an overall executive rewards package that strives to be competitive and retain executive talent. More details can be found in the "All Other Compensation" section of the Summary Compensation Table.

Incentive Compensation Recovery Policy

OnThe ~~September 6, 2023, our Board of Directors approved an amendment to our~~ Incentive Compensation Recovery Policy ("Recovery Policy") effective as of December 1, 2023., ~~The~~complies ~~purpose of the amendment to the Recovery Policy was to bring the Recovery Policy into compliance~~ with ~~newly adopted~~ listing rule 5608 by Nasdaq and toreflects ~~provide general updates to the policy to reflect~~ what we believe are best practices. Specifically, the Recovery Policy applies to our current and former directors, employees, and employees who are or were identified by us as an "officer," which for purposes of the Recovery Policy includes any person that performs ~~policy-making~~policymaking functions for CHS or any subsidiary of CHS ("Recovery Party").

The Recovery Policy provides that, in the event of a required restatement of our previously issued financial statements to reflect the correction of one or more errors that are material to those financial statements, we will require reimbursement or forfeiture of any excess incentive compensation received by any Covered Employee during the three completed fiscal years immediately preceding the earlier of (i) the date our Board of Directors (including a committee of our Board of Directors) concludes or reasonably should have concluded, that CHS is required to prepare an accounting restatement or (ii) the date a court, regulator or other legally authorized body directs CHS to prepare an accounting restatement. The amount of excess incentive compensation will be equal to the amount by which the Covered Recovery Party's incentive compensation for the relevant period exceeded the amount that would have been earned or awarded based on the restated financial results, as determined by our Board of Directors. The method used to recover the applicable excess incentive compensation will be determined by our Board of Directors, in its sole discretion, and may include requiring reimbursement of cash incentive compensation that was previously paid, forfeiting any incentive compensation contribution made under the Deferred Compensation Plan, offsetting the recovered amount from any compensation or incentive compensation that may be earned or awarded in the future or taking any other remedial or recovery action permitted by law.

Detrimental Conduct Policy

OnThe ~~September 6, 2023, our Board of Directors approved the adoption of a detrimental conduct policy (the "~~Detrimental Conduct Policy") effective as of December 1, 2023., ~~The Detrimental Conduct Policy~~ applies to current and former officers and employees of CHS and its affiliated companies (each a "Covered Person").

The Detrimental Conduct Policy also provides that, in the event our Board of Directors determines in good faith that a Covered Person has engaged in detrimental conduct, we may, (i) require the Covered Person to reimburse or forfeit all or a portion of the Covered Person's incentive compensation with such forfeited amounts to be determined by our Board of Directors, (ii) conduct disciplinary action, up to, and including termination and (iii) report such Covered Person to applicable governmental authorities for possible criminal prosecution. For purposes of the Detrimental Conduct Policy, detrimental conduct includes:

•Deliberate and continued failure, after delivery of notice to such Covered Person by us, by a Covered Person to substantially perform his or her duties and responsibilities in a manner that has an adverse effect on us;

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•~~deliberate~~Knowing and ~~continued~~willful ~~failure,~~violation ~~after delivery~~ of ~~notice~~any ~~to such Covered Person by us~~law, bygovernment aregulation ~~Covered~~or ~~Person~~company tocode ~~substantially~~of ~~perform~~conduct ~~his~~ or ~~her duties and responsibilities in a manner that has an adverse effect on us~~policy;

•~~knowing~~Knowingly ~~and~~encouraging ~~willful~~or ~~violation~~directing ofothers to violate any law, government regulation or company code of conduct or policy;

•~~knowingly~~Fraud ~~encouraging~~ or ~~directing~~dishonesty ~~others~~resulting toor ~~violate~~intended ~~any~~to ~~law,~~result ~~government~~in ~~regulation~~personal orenrichment ~~company~~at ~~code~~our ~~of conduct or policy~~expense;

•~~fraud~~Commission orof ~~dishonesty~~any ~~resulting~~felony or ~~intended~~gross tomisconduct ~~result~~ in ~~personal~~the ~~enrichment~~performance atof ~~our~~duties ~~expense~~that results in economic harm to us;

•~~the~~Violation ~~commission~~ of any ~~felony~~company orpolicies ~~gross~~regarding ~~misconduct~~substance inabuse ~~the~~and/or ~~performance~~illegal ofdrug ~~duties that results in economic harm to us~~use;

•~~violation~~Knowingly ofencouraging ~~any~~or ~~company~~directing ~~policies~~others ~~regarding~~to ~~substance~~violate ~~abuse~~safety ~~and/~~measures resulting, or ~~illegal~~intended ~~drug~~to ~~use~~result, in harm to any person or destruction or damage to any property of ours or other parties;

•~~knowingly~~Knowing ~~encouraging~~and orwillful ~~directing~~engagement ~~others~~in todiscrimination ~~violate~~or ~~safety~~harassment ~~measures~~(whether ~~resulting,~~sexual or ~~intended~~otherwise) ~~to result,~~ in ~~harm~~violation toof any ~~person~~of orour ~~destruction~~policies orprohibiting ~~damage~~discrimination ~~to any property of ours~~ and/or ~~other parties~~harassment;

•~~knowing~~Knowingly ~~and~~encouraging ~~willful engagement in discrimination~~ or ~~harassment~~directing ~~(whether~~others ~~sexual~~to orviolate ~~otherwise) in violation of~~ any ofCHS ~~our~~ policies prohibiting discrimination and~~/or~~ harassment (whether sexual or otherwise); and

•~~knowingly~~Failing ~~encouraging~~to orcooperate ~~directing~~with ~~others~~CHS toin ~~violate~~the ~~any~~investigation of ~~CHS's~~any ~~policies~~potential ~~prohibiting~~violations ~~discrimination~~of ~~and~~the ~~harassment~~Code ~~(whether~~of ~~sexual~~Conduct or ~~otherwise);~~other ~~and~~applicable policies.

•failing to cooperate with CHS in the investigation of any potential violations of the Code of Conduct or other applicable policies.

Agreements With Named Executive Officers

Mr. Debertin

On May 22, 2017, Mr. Debertin was elected as our President and CEO, and in connection therewith entered into an employment agreement with us on that date (the "Employment Agreement"). The Employment Agreement, as amended, has a term expiring August 31, 2026, provided that the Employment Agreement will thereafter automatically renew for an additional one-year period, unless either party notifies the other in writing, at least 120 days in advance of the relevant renewal date, of its intent not to renew the agreement for the additional one-year period.

Pursuant to the terms of the amended Employment Agreement Mr. Debertin is entitled to, among other things:

•anAnnual ~~annual~~ base salary of $1,150,000, which has subsequently been increased by our Board of Directors to $1,450,000 and which is subject to further increase by our Board of Directors from time to time;

•aTarget ~~target~~ annual incentive compensation opportunity of 1.5x his annual base salary with a maximum opportunity equal to twice the target opportunity, based on achievement of performance goals set by our Board of Directors;

•aTarget ~~target~~ELTIP ~~long-term incentive compensation~~ award opportunity of ~~3.0x~~3x his average annual base salary over each three-year performance period applicable to that award opportunity, with a threshold opportunity equal to one-half of the target opportunity and a maximum opportunity equal to twice the target opportunity. Prior to the execution of Employment Agreement Amendment No. 2, the Employment Agreement provided Mr. Debertin with a target long-term incentive compensation award opportunity of 1.5x his average annual base salary over each three-year performance period applicable to that award opportunity with a maximum opportunity equal to three and one-third times his target award opportunity; and

•~~welfare~~Welfare benefit continuation for two years following the termination of his employment, if Mr. Debertin chooses to retire from the Company on or after August 31, 2025.

Pursuant to an amendment in November 2023, in order to, among other things, recognize his outstanding performance and long tenure and to further emphasize performance-based incentive award opportunities that can be earned for long -term strategy execution as reflected in our results relative to goals set at the start of the multi-year performance period, we agreed to provide Mr. Debertin the following for ELTIP awards for the 2024-2026 performance period (and any ELTIP performance period thereafter):

•aTarget ~~target~~ ELTIP award opportunity of 5x his average annual base salary over each three-year performance period applicable to that award opportunity, with a threshold ELTIP award opportunity equal to one-half of the target ELTIP award opportunity and a maximum ELTIP award opportunity equal to twice the target ELTIP award opportunity; and

•ifIf Mr. Debertin's employment ends due to death or permanent disability (as defined in our ELTIP) or if he is employed for at least 6six months of such a performance period and his employment ends due to retirement approved (such approval not to be unreasonably withheld) by our Board of Directors, then upon completion and certification of performance results for such performance period, he will be eligible for a vested full grant participation in the applicable ELTIP award with the payout factor calculated at the same time as other participants.

The Employment Agreement and the compensation payable thereunder is subject to the Recovery Policy and the Detrimental Conduct Policy, each of which is described above.

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The severance pay and benefits to which Mr. Debertin would be entitled under the Employment Agreement if we terminated his employment without cause or, if he terminated his employment for "good reason" are described below under "Post Employment."

Ms. Nelligan

Ms. Nelligan's compensation is set forth in a letter agreement we entered into with her on January 7, 2020 (the "Nelligan Letter Agreement"). The Nelligan Letter Agreement provides that Ms. Nelligan's ~~initial~~ target award for purposes of the Annual Variable Pay Plan will be ~~equal~~no toless than 1.15x her annual base salary on August 31 of each year. The Nelligan Letter Agreement and the compensation payable thereunder is subject to the Recovery Policy and the Detrimental Conduct Policy, each of which is described above.

The severance pay and benefits to which Ms. Nelligan would be entitled under the Nelligan Letter Agreement if we terminated her employment without cause or if she terminated her employment for "good reason" are described below under "Post Employment."

Mr. Smith

Mr. Smith's compensation is set forth in a letter agreement we entered into with him on January 1, 2021 (the "Smith Letter Agreement"). The Smith Letter Agreement provides Mr. Smith with an initial annual base salary of $570,000 and a hiring bonus in the gross amount of $1,500,000 ("Hiring Bonus"). The Smith Letter Agreement provides for the payment of the Hiring Bonus in three installments of $400,000, ~~which were~~ paid in previous years, and a final installment of $300,000 paid in 2024.

The Smith Letter Agreement provides that Mr. Smith's ~~initial~~ target award for purposes of the Annual Variable Pay Plan will be ~~equal~~no toless than 1.15x his annual base salary on August 31 of each year. The Smith Letter Agreement ~~also~~ provides that Mr. Smith's initial target award for purposes of the ELTIP will be equal to 1.15x the average of his annual base salary on August 31 of each year in the applicable three-year performance period, and that any award he receives under the ELTIP will be prorated by the number of full months (credited to September 1, 2020) he is eligible for participation in the ELTIP during the respective three-year performance period.

The Smith Letter Agreement and the compensation payable thereunder is subject to the Recovery Policy and the Detrimental Conduct Policy, each of which is described above.

The severance pay and benefits to which Mr. Smith would be entitled under the Smith Letter Agreement if we terminated his employment without cause or if he terminated his employment for "good reason" are described below under "Post Employment."

Tax Considerations

Section 162(m) of the Internal Revenue Code ("Section 162(m)") generally limits us to a deduction for federal income tax purposes of no more than $1 million of compensation paid to certain current and former executive officers in a taxable year.

We believe that Section 162(m) is only one of several relevant considerations in setting compensation. We also believe that Section 162(m) should not be permitted to compromise our ability to design and maintain executive compensation arrangements that, among other things, are intended to attract and retain highly qualified executives in a competitive environment. As a result, we retain the flexibility to provide compensation that we determine to be in our best interests and the best interests of our member-owners, even if that compensation ultimately is not deductible for tax purposes.

Insider Trading Policy

CHS is committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have an Insider Trading Policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers, employees and third-party contractors, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Shareholder Advisory Votes on Executive Compensation

Because we are not subject to Section 14A of the Securities Exchange Act of 1934, we are not required to, and do not, conduct shareholder advisory votes on executive compensation.

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Summary Compensation Table

Name and Principal Position	Year	Salary		Bonus (1)		Nonequity Incentive Plan Compensation (2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings (3)		All Other Compensation (4-10)		Total
		(Dollars)
Jay Debertin President and Chief Executive Officer	~~2024~~2025	$	1,~~428~~450,~~900~~000	—$	—	$	1210,~~607~~038,~~328~~165	$	1,~~255~~283,~~762~~605	$	~~483~~570,~~074~~196	$	1513,~~775~~341,~~064~~966
	2023	1,348,088		—		10,685,281		1,109,326		458,759		13,601,454
	2024	1,428,900		—		12,607,328		1,255,762		483,074		15,775,064
	2022	1,300,316		—		12,145,152		661,879		372,610		14,479,957
	2023	1,348,088		—		10,685,281		1,109,326		458,759		13,601,454
Olivia Nelligan Executive Vice President, Chief Financial Officer and Chief Strategy Officer	~~2024~~2025	~~684~~693,~~750~~000		—		42,~~824~~535,~~992~~141		~~212~~142,~~287~~660		~~205~~211,~~169~~051		53,~~927~~581,~~198~~852
	2023	640,000		—		4,324,000		146,672		177,920		5,288,592
	2024	684,750		—		4,824,992		212,287		205,169		5,927,198
	2022	590,000		—		3,677,444		114,130		139,019		4,520,593
	2023	640,000		—		4,324,000		146,672		177,920		5,288,592
Brandon SmithExecutive Vice President, General Counsel	~~2024~~2025	~~626~~631,~~628~~971		~~300,000~~—		42,~~481~~326,~~183~~655		~~190~~115,~~030~~672		~~181~~207,~~590~~557		53,~~779~~281,~~431~~855
	2023	602,767		400,000		4,114,852		138,124		176,677		5,432,420
	2024	626,628		300,000		4,481,183		190,030		181,590		5,779,431
	2022	581,400		400,000		3,124,550		121,053		241,139		4,468,142
	2023	602,767		400,000		4,114,852		138,124		176,677		5,432,420
Darin Hunhoff Executive Vice President, Energy	~~2024~~2025	~~624~~628,~~134~~712		—		42,~~451~~305,~~829~~149		~~477~~233,~~198~~157		~~192~~199,~~954~~720		53,~~746~~366,~~115~~738
	2023	603,730		—		4,124,032		228,585		176,585		5,132,932
	2024	624,134		—		4,451,829		477,198		192,954		5,746,115
	2022	584,659		—		4,391,964		49,859		150,806		5,177,288
	2023	603,730		—		4,124,032		228,585		176,585		5,132,932
John Griffith Executive Vice President, Ag Business and CHS Hedging	~~2024~~2025	~~618~~624,000		—		42,~~340~~269,~~478~~867		~~364~~259,~~125~~824		~~183~~195,~~925~~416		53,~~506~~349,~~528~~107
	2023	581,667		—		3,902,332		230,942		169,553		4,884,494
	2024	618,000		—		4,340,478		364,125		183,925		5,506,528
	2022	545,000		—		3,357,742		54,067		124,456		4,081,265
	2023	581,667		—		3,902,332		230,942		169,553		4,884,494

(1) Includes hiring bonus payments to Mr. Smith of $400,000 in ~~2022, $400,000 in~~ 2023 and $300,000 in 2024.

(2) Amounts include ~~retention awards earned in fiscal 2022,~~ annual variable pay awards and long-term incentive awards.

The ~~Board~~actual ofannual ~~Directors~~variable ~~approved~~pay ~~a retention~~ award ~~for~~value ~~certain~~was ~~senior~~as ~~officers,~~follows ~~including each of the Named Executive Officers who were both active participants~~ in ~~the~~fiscal ~~2016-2018~~2025, ~~ELTIP~~2024 and ~~active~~2023, ~~employees~~respectively: ~~on the date the retention award was approved~~Mr. ~~Pursuant~~Debertin, to$1,506,965, ~~its original terms~~$4,350,000 ~~the~~and ~~retention award would generally be earned only if the participant continued active employment through January 1~~$4,096,800; ~~2021~~Ms. InNelligan, ~~November~~$531,680, ~~2020~~$1,569,992 ~~our~~and ~~Board of Directors modified the terms of the retention award to provide that it would generally only be earned if the applicable participant continued active employment through January~~ $1,518,000; ~~2022. The actual retention award value was distributed as follows in fiscal 2022:~~ Mr. ~~Debertin~~Smith, $491,087, $1,~~768~~431,~~125~~731 and $1,404,380; Mr. Hunhoff, $~~371~~476,~~000 and Mr. Griffith~~160, $~~180~~1,~~400.~~402,657 ~~Because~~and ~~Ms.~~$1,403,920; ~~Nelligan~~ and Mr. ~~Smith~~Griffith, ~~were~~$460,290, ~~not active participants in the 2016-2018 ELTIP or actively employed by us on the date the retention award was approved~~$1,392,144 ~~they~~and ~~were not granted a retention award~~$1,380,000.

The actual ~~annual~~long-term ~~variable~~incentive ~~pay~~ award value was as follows in fiscal ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively: Mr. Debertin, $48,~~350~~531,~~000~~200, $48,~~096~~257,~~800~~328 and $36,~~939~~588,~~192~~481; Ms. Nelligan, $12,~~569~~003,~~992~~461, $13,~~518~~255,000 and $12,~~380~~806,000; Mr. Smith, $1,~~431~~835,~~731~~568, $13,~~404~~049,~~380~~452 and $12,~~350~~710,~~330~~472; Mr. Hunhoff, $1,~~402~~828,~~657~~989, $13,~~403~~049,~~920~~172 and $12,~~357~~720,~~900~~112; and Mr. Griffith, $1,~~392~~809,~~144~~577, $12,~~380~~948,~~000~~334 and $12,~~253~~522,~~500~~332.

The actual long-term incentive award value was as follows in fiscal 2024, 2023 and 2022, respectively: Mr. Debertin, $8,257,328, $6,588,481 and $6,437,835; Ms. Nelligan, $3,255,000, $2,806,000 and $2,297,444; Mr. Smith, $3,049,452, $2,710,472 and $1,774,220; Mr. Hunhoff, $3,049,172, $2,720,112 and $2,663,064; and Mr. Griffith, $2,948,334, $2,522,332 and $1,923,842.

(3) This column represents both changes in pension value and above-market earnings on deferred compensation. Change in pension value is the aggregate change in the actuarial present value of the Named Executive Officer's benefit under his or her retirement program and nonqualified earnings, if applicable.

The aggregate change in the actuarial present value was as follows in fiscal ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively: Mr. Debertin, $1,~~255~~283,~~762~~605, $~~973~~1,~~758~~255,762 and $~~334~~973,~~447~~758; Ms. Nelligan, $~~212~~142,~~287~~660, $~~135~~212,~~559~~287 and $88135,~~098~~559; Mr. Smith, $~~190~~115,~~030~~672, $~~129~~190,~~192~~030 and $~~112~~129,~~719~~192; Mr. Hunhoff, $~~477~~233,~~198~~157, $~~210~~477,~~620~~198 and $~~(320~~210,~~238)~~620; and Mr. Griffith, $~~364~~259,~~125~~824, $~~228~~364,~~368~~125 and $48228,~~145~~368. ~~Negative values are not reflected in the sum reported in the column.~~

Above-market earnings on deferred compensation represent earnings exceeding 120% of the Federal Reserve long-term rate as determined by the Internal Revenue Service ("IRS") on applicable funds and were as follows in fiscal ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively: Mr. Debertin, $0, $0 and $135,568; Ms. Nelligan, $0, $0 and $11,113; Mr. Smith, $0, $0 and $8,932; Mr. Hunhoff, $0, $0 and $17,965; and Mr. Griffith, $0, $0 and $2,574.

(4) Includes fiscal 2025 employer contributions to the Deferred Compensation Plan: Mr. Debertin, $474,025; Ms. Nelligan, $173,379; Mr. Smith, $156,440, Mr. Hunhoff, $153,691; and Mr. Griffith, $152,397.

(5) Includes fiscal 2025 employer contribution to the 401(k) Plan: Mr. Debertin, $19,121; Ms. Nelligan, $20,308; Mr. Smith, $19,225; Mr. Hunhoff, $19,150; and Mr. Griffith, $18,065.

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~~$0,~~(6) ~~$135,568~~For ~~and~~fiscal 2025 includes $~~327~~47,~~432;~~485 ~~Ms.~~in ~~Nelligan,~~expenses ~~$0,~~paid ~~$11,113~~to ~~and~~enhance ~~$26,032~~the security of his primary residence; ~~Mr.~~also ~~Smith,~~includes ~~$0,~~executive $8LTD,~~932~~ ~~and~~travel $8accident insurance,~~334;~~ ~~Mr.~~executive ~~Hunhoff~~physical, ~~$0,~~reimbursement ~~$17,965~~of ~~and~~participation ~~$49,859;~~fee ~~and~~for ~~Mr.~~spouse ~~Griffith,~~executive $0physical, $2financial planning,~~574~~ companion travel and ~~$5,922~~cybersecurity benefit for Mr. Debertin.

(47) ~~Includes~~For fiscal ~~2024~~2025 ~~employer~~includes ~~contributions~~executive ~~to the Deferred Compensation Plan: Mr. Debertin~~LTD, ~~$446,752;~~travel ~~Ms.~~accident ~~Nelligan~~insurance, ~~$167,214;~~wellness ~~Mr.~~program ~~Smith,~~incentive ~~$153,275,~~and ~~Mr.~~cybersecurity ~~Hunhoff,~~benefit ~~$153,197;~~for ~~and Mr~~Ms. ~~Griffith, $150,320~~Nelligan.

(58) ~~Includes~~For fiscal ~~2024~~2025 ~~employer~~includes ~~contribution~~executive toLTD, ~~the~~travel ~~401(k)~~accident ~~Plan: Mr. Debertin~~insurance, ~~$18,296;~~financial ~~Ms. Nelligan~~planning, ~~$18,233;~~wellness ~~Mr.~~program ~~Smith,~~incentive ~~$18,400;~~and ~~Mr.~~cybersecurity ~~Hunhoff,~~benefit ~~$18,675;~~for ~~and~~ Mr. ~~Griffith, $15,375~~Smith.

(69) For fiscal ~~2024,~~2025 includes executive LTD, travel accident insurance, executive physical, financial planning, ~~commemorative~~wellness ~~gift~~program ~~and~~incentive, companion travel, and cybersecurity benefit for Mr. ~~Debertin~~Hunhoff.

(710) For fiscal ~~2024,~~2025 includes executive LTD, travel accident insurance, executive physical, financial planning, ~~and~~ wellness program incentive and cybersecurity benefit for MsMr. ~~Nelligan~~Griffith.

~~(8)~~2025 ~~For~~Grants ~~fiscal~~of ~~2024,~~Plan-Based ~~includes executive LTD, travel accident insurance and wellness program incentive for Mr. Smith.~~Awards

(9) For fiscal 2024, includes executive LTD, travel accident insurance, executive physical, financial planning, wellness program incentive, and companion travel for Mr. Hunhoff.


		Estimated Future Payouts Under Nonequity Incentive Plan Awards
Name and Principal Position	Grant Date	Threshold		Target		Maximum
		(Dollars)
Jay Debertin President and Chief Executive Officer	9/5/2024 (1)	$	1,087,500	$	2,175,000	$	4,350,000
	8/31/2025 (2)	3,625,000		7,250,000		14,500,000
Olivia Nelligan Executive Vice President, Chief Financial Officer and Chief Strategy Officer	9/5/2024 (3)	398,475		796,950		1,593,900
	8/31/2025 (4)	433,125		866,250		3,465,000
Brandon Smith Executive Vice President, General Counsel	9/5/2024 (3)	363,383		726,767		1,453,533
	8/31/2025 (4)	394,982		789,964		3,159,855
Darin Hunhoff Executive Vice President, Energy	9/5/2024 (3)	361,509		723,019		1,446,038
	8/31/2025 (4)	392,945		785,890		3,143,560
John Griffith Executive Vice President, Ag Business and CHS Hedging	9/5/2024 (3)	358,800		717,600		1,435,200
	8/31/2025 (4)	390,000		780,000		3,120,000

(101) ~~For~~Represents ~~fiscal~~range ~~2024,~~of ~~includes~~possible ~~executive~~awards ~~LTD,~~under ~~travel~~our ~~accident~~fiscal ~~insurance,~~2025 ~~executive~~Annual ~~physical,~~Variable ~~financial~~Pay ~~planning,~~Plan ~~wellness~~for ~~program~~Mr. ~~incentive~~Debertin ~~and~~based ~~companion~~on ~~travel~~target ~~for~~award Mropportunity at 1.5x ~~Griffith~~base salary.

~~2024~~(2) ~~Grants~~Represents range of ~~Plan~~possible awards under our ELTIP for the fiscal 2025-~~Based~~2027 ~~Awards~~performance period for Mr. Debertin. Values for Mr. Debertin reflect the amendments to his long-term incentive compensation opportunity made pursuant to Employment Agreement Amendment No. 4, including ELTIP target award opportunity at 5.0x base salary.

		Estimated Future Payouts Under Nonequity Incentive Plan Awards
Name and Principal Position	Grant Date	Threshold		Target		Maximum
		(Dollars)
Jay Debertin President and Chief Executive Officer	9/7/2023 (1)	$	1,024,200	$	2,048,400	$	4,096,800
	9/7/2023 (2)	3,414,000		6,828,000		13,656,000
Olivia NelliganExecutive Vice President, Chief Financial Officer and Chief Strategy Officer	9/7/2023 (3)	379,500		759,000		1,518,000
	9/7/2023 (4)	412,500		825,000		3,300,000
Brandon SmithExecutive Vice President, General Counsel	9/7/2023 (3)	351,095		702,190		1,404,380
	9/7/2023 (4)	381,625		763,250		3,053,000
Darin HunhoffExecutive Vice President, Energy	9/7/2023 (3)	350,980		701,960		1,403,920
	9/7/2023 (4)	381,500		763,000		3,052,000
John GriffithExecutive Vice President, Ag Business and CHS Hedging	9/7/2023 (3)	345,000		690,000		1,380,000
	9/7/2023 (4)	375,000		750,000		3,000,000

(3) Represents range of possible awards under our fiscal 2025 Annual Variable Pay Plan for the other NEOs based on target award opportunity at 1.15x base salary.

(14) Represents range of possible awards under our ~~fiscal~~ELTIP ~~2024~~for ~~Annual~~the ~~Variable~~fiscal ~~Pay~~2025-2027 ~~Plan~~performance period for Mrthe other NEOs. ~~Debertin~~Values ~~based~~include onELTIP target award opportunity at 1.5x25x base salary.

~~(2)~~The ~~Represents~~material ~~range~~terms of ~~possible~~annual ~~awards~~variable ~~under~~pay ~~our~~and ~~ELTIP for the fiscal 2024-2026 performance period for Mr. Debertin. Values for Mr. Debertin reflect the amendments to his~~ long-term incentive ~~compensation~~awards ~~opportunity~~that ~~made~~are ~~pursuant~~disclosed toin ~~Employment~~the ~~Agreement~~above ~~Amendment~~table ~~No. 4, including ELTIP target award opportunity at 5.0x base salary. Awards~~ are ~~measured~~described ~~over~~under a"Compensation ~~three-year~~Discussion ~~period~~ and ~~vest~~Analysis" ~~over an additional 28-month period~~above.

(3) Represents range of possible awards under our fiscal 2024 Annual Variable Pay Plan for the other NEOs based on target award opportunity at 1.15x base salary.

(4) Represents range of possible awards under our ELTIP for the fiscal 2024-2026 performance period for the other NEOs. Values include ELTIP target award opportunity at 1.25x base salary. Awards are measured over a three-year period and vest over an additional 28-month period.

The material terms of annual variable pay and long-term incentive awards that are disclosed in the above table, including the vesting schedule, are described under "Compensation Discussion and Analysis" above.

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~~2024~~2025 Pension Benefits

Name and Principal Position	Plan Name	Years of Credited Service	Present Value of Accumulated Benefits
		(Years)	(Dollars)
Jay Debertin(1)President and Chief Executive Officer	Pension Plan	4041.2500	$	1,~~444~~556,~~574~~601
	SERP	4041.2500	78,~~792~~963,~~347~~925
Olivia NelliganExecutive Vice President, Chief Financial Officer and Chief Strategy Officer	Pension Plan	45.5833	7388,~~809~~088
	SERP	45.5833	~~518~~646,~~530~~911
Brandon SmithExecutive Vice President, General Counsel	Pension Plan	34.4167	5768,~~437~~422
	SERP	34.4167	~~402~~507,~~547~~234
Darin HunhoffExecutive Vice President, Energy	Pension Plan	32.2500	899,939
Darin Hunhoff(2)Executive Vice President, Energy	Pension Plan	33.2500	909,508
	SERP	3233.2500	12,~~842~~065,~~161~~749
John Griffith(1)Executive Vice President, Ag Business and CHS Hedging	Pension Plan	23.1667	427,684
John Griffith(2)Executive Vice President, Ag Business and CHS Hedging	Pension Plan	24.1667	454,289
	SERP	2324.1667	1,~~018~~251,~~068~~287

(1) Mr. Debertin ~~and~~is ~~Mr. Griffith are~~ eligible for ~~early~~normal retirement in both the Pension Plan and the SERP.

(2) Mr. Hunhoff and Mr. Griffith are eligible for early retirement in both the Pension Plan and the SERP.

The above table shows the present value of accumulated retirement benefits that Named Executive Officers are entitled to under the Pension Plan and the SERP.

For a discussion of the material terms and conditions of the Pension Plan and the SERP, see "Compensation Discussion and Analysis" above.

The present value of accumulated benefits is determined in accordance with the same assumptions outlined in Note 13, Benefit Plans, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K:

•aA discount rate of 5.0448% for the Pension Plan and 4.7592% for the SERP;

•~~each~~Each Named Executive Officer is assumed to retire at ~~the earliest retirement~~ age ~~at which unreduced benefits are available (age~~ 65). The early retirement benefit under the cash balance plan formula is equal to the participant’s account balance; and

•~~payments~~Payments under the cash balance formula of the Pension Plan assume a lump sum payment. SERP benefits are payable as a lump sum.

The normal form of benefit for a single Named Executive Officer is a life-only annuity, and for a married Named Executive Officer the normal form of benefit is a 50% joint and survivor annuity. Other annuity forms are also available on an actuarial equivalent basis. A lump sum option is also available.

All Named Executive Officers' retirement benefits at normal retirement age will be equal to their accumulated benefits under the Pension Plan and the SERP, as described under "Compensation Discussion and Analysis" above.

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2025 ~~2024~~ Nonqualified Deferred Compensation

Name and Principal Position

Executive Contributions in Last Fiscal Year (1)

Registrant Contributions in Last Fiscal Year (2)

Aggregate Earnings in Last Fiscal Year (3)

Aggregate Withdrawals/ Distributions (4)

Aggregate Balance at Last Fiscal Year End (5)

(Dollars)

Jay DebertinPresident and Chief Executive Officer

42,~~332~~271,~~528~~667

78,~~024~~720,~~734~~213

53,~~008~~853,~~208~~838

~~8,806,418~~—

4459,~~275~~270,~~940~~801

Olivia NelliganExecutive Vice President, Chief Executive Officer and Chief Strategy Officer

~~161~~219,~~700~~450

23,~~966~~421,~~641~~209

1,~~272~~533,~~344~~860

—

914,~~706~~881,~~639~~158

Brandon SmithExecutive Vice President, General Counsel

—

23,~~856~~198,~~997~~603

~~224~~403,~~613~~571

—

59,~~639~~241,~~589~~764

Darin HunhoffExecutive Vice President, Energy

—

23,~~866~~195,~~542~~626

2,~~046~~033,~~305~~483

—

1621,~~293~~523,~~910~~020

John GriffithExecutive Vice President, Ag Business and CHS Hedging

~~138,000~~—

23,~~665~~097,~~921~~150

~~990~~571,~~117~~364

—790,832

912,~~405~~283,~~426~~108

(1) Includes contributions into the Deferred Compensation Plan by the Named Executive Officers representing deferred salary and deferred annual incentive pay from September 1, ~~2023~~2024, through August 31, ~~2024~~2025. Deferred salary contributions were reported as fiscal ~~2024~~2025 compensation in the Summary Compensation Table, and deferred annual incentive pay was reported as fiscal ~~2023~~2024 compensation in the Summary Compensation Table.

(2) Includes contributions made by us into the Deferred Compensation Plan on behalf of Named Executive Officers representing retirement contributions for Profit-Sharing and 401(k) match on amounts exceeding IRS compensation limits (which were reported as fiscal ~~2024~~2025 compensation in the Summary Compensation Table) and ELTIP contributions (which were reported as fiscal ~~2023~~2024 compensation in the Summary Compensation Table) from September 1, ~~2023~~2024, through August 31, ~~2024~~2025.

(3) Includes aggregate earnings on Named Executive Officer Deferred Compensation Plan accounts from September 1, ~~2023~~2024, through August 31, ~~2024~~2025, which are not required to be reported as compensation in the Summary Compensation Table. Deferred Compensation Plan earnings are based on investment elections made by the Named Executive Officer from ~~thirteen~~13 market-based notional investments and a fixed rate fund. The investment returns for fiscal ~~2024~~2025 were as follows:

Fund Name	Investment Return
Vanguard Federal Money Market Fund	54.~~42%~~49	%
Vanguard LifeStrategy Income Fund	105.~~17%~~87	%
Vanguard LifeStrategy Conservative Growth Fund	138.~~30%~~50	%
Vanguard LifeStrategy Moderate Growth Fund	1610.~~39%~~96	%
Vanguard LifeStrategy Growth Fund	1913.~~53%~~50	%
Vanguard International Value Fund	1312.~~28%~~78	%
PRIMECAP Fund Admiral	229.~~92%~~17	%
International Growth Fund Admiral	1614.~~70%~~29	%
Institutional Index Fund Institutional Plus	2715.~~11%~~85	%
Extended Market Index Institutional	2015.~~42%~~91	%
Total International Stock Index Fund Institutional Shares	1715.~~76%~~94	%
Janus Henderson Triton Fund Class N	154.~~52%~~20	%
American Century Small Cap Value Fund R6 Class	171.~~33%~~22	%
Fixed Rate Fund	5.00	%

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(4) Includes payments of previously deferred amounts made in accordance with elections by the Named Executive Officer and in accordance with Section 409A under the Internal Revenue Code. Payments under the Deferred Compensation Plan may be made at a specified date elected by the Named Executive Officer or deferred until retirement, disability, or death.

(5) Represents the aggregate balance of non-qualified deferred compensation as of August 31, ~~2024~~2025. Amounts vary by Named Executive Officer in accordance with individual pension plan provisions and voluntary employee deferrals and withdrawals over time. To the extent that an executive was an NEO for a reported year, these amounts, other than the portion attributable to earnings, were disclosed as compensation in the year of the NEO’s deferral or registrant’s contribution, as applicable.

For a discussion of the material terms and conditions of the Deferred Compensation Plan, see "Compensation Discussion and Analysis" above.

Post Employment

Pursuant to the terms of his Employment Agreement, Mr. Debertin, our President and CEO, is entitled to severance in the event that his employment is terminated by us without cause or by him with "good reason." Specifically, severance under the Employment Agreement would consist of:

•~~The~~Annual ~~annual~~ incentive compensation Mr. Debertin would have been entitled to receive for the year in which his termination occurred as if he had continued until the end of that fiscal year, determined based on our actual performance for that fiscal year relative to the performance goals applicable to Mr. Debertin (with that portion of the annual incentive compensation based on completion or partial completion of previously specified personal goals equal to 30% of the target annual incentive), prorated for the number of days in the fiscal year through Mr. Debertin’s termination date and generally payable in a cash lump sum at the time that incentive awards are payable to other participants;

•Two times Mr. Debertin's base salary plus two times his target annual incentive compensation, payable in three equal installments with the first installment payable 60 days following termination and the second and third installments payable on the first and second anniversary dates of termination, respectively; and

•Health and welfare benefits continuation for two years following termination.

The Nelligan Letter Agreement provides for severance in the event Ms. Nelligan's employment is terminated by us without cause or by her with "good reason" in the amount of one year of base pay and prorated annual variable pay, payable as a lump sum.

The Smith Letter Agreement provides for severance in the event Mr. Smith's employment is terminated by us without cause or by him with "good reason" in the amount of one year of base pay and prorated annual variable pay, payable as a lump sum.

During fiscal ~~2024~~2025, Mr. Hunhoff and Mr. Griffith were covered by a broad-based employee severance program that provides executives with a lump sum payment of 26 weeks of pay, plus one week of pay per year of service, with a 12-month cap, in the event their positions are eliminated. Also, according to the terms of the Annual Variable Pay Plan, Mr. Hunhoff and Mr. Griffith would receive prorated annual variable pay in the event their positions are eliminated.

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The severance pay that the Named Executive Officers would have been entitled to in the specific events noted above, in each case, as of the last business day of fiscal ~~2024~~2025 is as follows:

Name

Position

Severance Pay Amount

(Dollars)

Jay Debertin (1)(2)

President and Chief Executive Officer

7,~~306~~289,~~448~~912

Olivia Nelligan (3)

Executive Vice President, Chief Financial Officer and Chief Strategy Officer

1,489,950

Brandon Smith (3)

Executive Vice President, General Counsel

1,358,738

Darin Hunhoff

Executive Vice President, Energy

592,440

Darin Hunhoff (3)

Executive Vice President, Energy

1,327,550

John Griffith

Executive Vice President, Ag Business and CHS Hedging

444,000

John Griffith (3)

Executive Vice President, Ag Business and CHS Hedging

1,173,600

(1) Includes the value of health and welfare benefits based on current monthly rates.

(2) For purposes of calculating the prorated portion of Mr. Debertin's unpaid annual variable pay award for the fiscal year in which the termination occurred, assumes an annual variable pay award at target performance for the entire fiscal year.

(3) Assumes an annual variable pay award at target performance for the entire fiscal year.

~~There~~No ~~are no~~ other severance benefits are offered to our Named Executive Officers, except ~~for~~ up to 12 months of career transition services and government mandated benefits such as COBRA. Except as otherwise set forth above, the method of payment would be a lump sum. Named Executive Officers not covered by employment agreements are not offered ~~any~~ special postretirement health and welfare benefits that are not offered to other similarly situated (i.e., age and service) salaried employees. The compensation payable to the Named Executive Officers is subject to the Recovery Policy and the Detrimental Conduct Policy, as applicable.

CEO Pay Ratio

The following pay ratio and supporting information compares the annual total compensation of our CEO to our median employee, as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K promulgated by the SEC. For fiscal ~~2024~~2025:

•The median employee's compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K promulgated by the SEC, was $8679,~~345~~563. This calculation includes a reasonable assumption regarding the median employee's achievement of individual performance ~~goals~~ for a portion of the annual incentive award based on historical performance.

•The annual total compensation of our CEO, as reported in the Summary Compensation Table set forth above, was $1513,~~775~~341,~~064~~966.

•The ratio of the annual total compensation of our CEO to the median employee was ~~183~~168:1.

AInstruction ~~new~~2 ~~median~~to ~~employee~~Item ~~was~~402(u) ~~selected~~of ~~for~~Regulation ~~2024.~~S-K Werequires ~~identified~~identification ~~our~~of a median employee asonly ofonce ~~June~~every 1three years, ~~2024~~provided bythat ~~analyzing~~there ~~the~~were ~~regular,~~no ~~bonus~~changes ~~and~~to ~~overtime~~our ~~wages~~employee (population or ~~their~~employee ~~equivalents)~~compensation ~~paid~~arrangement inthat ~~the~~we ~~prior~~reasonably 12believe ~~months~~would ~~for~~significantly affect our pay ratio disclosure. Accordingly, we used the ~~entire~~same median employee ~~population~~identified ~~excluding~~as ~~the~~of ~~CEO~~June ~~and~~1, ~~certain~~2024, ~~international~~since ~~employees~~we asbelieve ~~permitted~~that bythere were no significant changes to our employee population or the ~~SEC~~employee decompensation ~~minimus~~program ~~exclusion~~that ~~rule~~would ~~(details~~significantly ~~below)~~impact our fiscal 2025 pay ratio. WeSimilarly, ~~changed~~there towere ~~this~~no ~~process~~significant ofchanges ~~using~~to the ~~entire~~median ~~population~~employee’s ~~instead~~compensation ofarrangements ~~using~~during athe ~~statistical~~fiscal ~~sampling~~year ~~methodology~~that ~~because~~would wesignificantly ~~believe~~impact itthe ispay aratio disclosure. For more ~~accurate~~detail ~~approach~~on tohow ~~identifying~~we identified the median employee, please refer to the pay ratio disclosure in our Form 10-K for fiscal year ended August 31, 2024.

AsIn ofadopting ~~June~~the 1,pay ~~2024,~~ratio ~~our employee population consisted of approximately 10~~rule,~~662~~ ~~individuals, 9,872 of whom were located in~~ the ~~United~~SEC ~~States~~expressly ~~and~~sought ~~790~~to ofprovide ~~whom~~flexibility ~~were~~to ~~located~~each ~~outside~~company ofto determine the ~~United~~methodology ~~States.~~that ~~This~~best ~~population~~suits ~~consisted~~its ofown ~~our~~facts ~~full-time, part-time, temporary~~ and ~~seasonal employees~~circumstances. ~~From~~Our ~~this~~pay ~~population,~~ratio weshould ~~excluded~~not ~~363~~be ~~individuals~~compared ~~who~~to ~~were~~other ~~located~~companies' inpay ~~the following countries: Argentina (49)~~ratios, ~~Bulgaria~~because ~~(5),~~it ~~Canada~~is ~~(5),~~based ~~China~~on ~~(32),~~a ~~Hungary~~methodology ~~(18),~~specific ~~Italy~~to ~~(5)~~us, ~~Mexico~~and ~~(3),~~certain ~~Romania~~material ~~(122)~~assumptions, ~~Serbia~~adjustments ~~(6), Singapore (18), South Korea (3), Spain (34), Switzerland (19), Taiwan (3), Ukraine (28)~~ and ~~Uruguay~~estimates ~~(13).~~have ~~Excluding~~been ~~these~~made ~~employees,~~in ~~our~~calculation ~~employee~~of ~~population that was used to determine~~ the ~~median employee consisted of 10,299 individuals~~ratio.

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In adopting the pay ratio rule, the SEC expressly sought to provide flexibility to each company to determine the methodology that best suits its own facts and circumstances. Our pay ratio should not be compared to other companies' pay ratios, because it is based on a methodology specific to us, and certain material assumptions, adjustments and estimates have been made in the calculation of the ratio.

Director Compensation

Overview

Our Board of Directors met seven times during the fiscal year ended August 31, ~~2024~~2025. Each director (other than the Board chair ~~of the Board~~) is a member of two Board committees. At a minimum, each Board committee meets during each of the Board's five regular meetings. ~~For fiscal 2024, each non-employee director was provided compensation as follows:~~

•aChanges ~~monthly retainer equivalent~~ to ~~$93,700~~director ~~per~~compensation ~~year~~beginning ~~from September 1, 2023, through December 31, 2023, and equivalent to $98,500 per year from~~ January 1, ~~2024, through August 31, 2024, paid in 12 monthly payments;~~2025

~~•actual~~The ~~expenses~~Board ~~and~~engaged a ~~travel~~third-party ~~allowance;~~consultant, Pay Governance, to conduct a benchmarking study of our peers and advise on potential changes to our director compensation program. Based on the comprehensive analysis and recommendations, the Board approved the following changes to director compensation effective January 1, 2025:

•~~additional~~Increase annual compensation, as applicable, for board leadership, including $24,000 for the chair of the Board, $9,000 for the first vice chair and the secretary-treasurer, $9,000 for all Board committee chairs, and $6,000 for members of the Executive Committee who are not eligible for other premiums;retainer

•aIncrease per diem meeting ~~fee of $500 plus actual expenses and travel allowance for each day spent at meetings other than regular Board meetings and the CHS Annual Meeting; and~~fees

•aIncrease ~~meeting~~committee ~~fee~~and ofboard ~~$250~~leadership ~~for conference calls or other short virtual meetings other than regular Board meetings.~~premiums

~~The~~•Replace ~~number~~director ofretirement ~~days~~contribution ~~spent~~with atperformance-based ~~meetings~~compensation ~~other~~to ~~than~~eliminate ~~regular Board meetings and~~ the ~~CHS~~guaranteed ~~Annual~~threshold ~~Meeting~~contribution ~~may~~amount ~~not~~and ~~exceed~~better 55align ~~days~~a ~~annually~~portion ~~for purposes~~ of ~~the~~director ~~per~~compensation ~~diem~~with ~~meeting fee, except that~~ the ~~chair~~interests of ~~the~~member-owners ~~Board~~and isother ~~exempt~~CHS ~~from~~stakeholders ~~this~~and ~~limit.~~to ~~There~~provide isCHS nodirectors ~~cap~~some ondirectional ~~meeting~~pay ~~fees~~similarities ~~permitted~~to ~~for~~stock-based ~~conference~~awards ~~calls~~granted orto ~~other~~directors ~~short~~at ~~virtual~~public ~~meetings~~companies.

~~The~~In ~~non-employee~~addition ~~director~~to ~~compensation package was determined based on~~ the ~~market~~changes ~~analysis~~described ofabove, ~~director compensation conducted for~~ the ~~Governance~~Board ~~Committee~~approved byelimination ~~Mercer~~of ~~(U.S.),~~health ainsurance ~~global~~and ~~compensation~~other ~~consulting~~benefits ~~firm,~~for indirectors ~~fiscal 2019. Each year thereafter, market updates have been provided by Mercer,~~ and ~~annual~~their ~~adjustments~~dependents ~~have~~effective ~~been~~December ~~considered. Effective as of January 1~~31, 2024,. ~~our~~Elimination ~~Board~~ of ~~Directors~~benefits ~~approved~~from ~~increasing~~the ~~annual~~ director compensation ~~from~~package ~~$93,700~~better aligns to ~~$98,500,~~market ~~increasing~~practices. ~~the~~The ~~first~~annual ~~vice~~retainer ~~chair~~ and ~~secretary-treasurer~~other ~~additional~~pay ~~annual~~elements, ~~compensation~~as ~~from~~listed $6above,~~000~~ towere ~~$9,000~~increased ~~and~~to ~~increasing~~maintain ~~the~~a ~~additional~~competitive ~~annual~~total ~~compensation~~pay ~~for members of the Executive Committee who are not eligible for other premiums from $3,000 to $6,000~~package.

~~Further,~~For ~~directors~~fiscal ~~are eligible to participate in the Deferred Compensation Plan. Other than direct contributions~~2025, contributions to a retirement plan account in the Deferred Compensation Plan are made based on our three-year ROIC performance, with ROIC defined in the same manner as for the ELTIP. Driven by our unique cooperative structure, we believe that using the ROIC performance metric for this purpose aligns the interests of our directors with the interests of our management and member-owners. The ROIC performance goal levels are established and approved by our Board of Directors prior to each ~~three~~non-~~year~~employee ~~performance~~director ~~period.~~was ~~Deferred~~provided ~~Compensation~~compensation ~~Plan credits are based on ROIC performance results,~~ as ~~detailed on the following pages.~~follows:

The amounts paid to our Board of Directors are subject to the Recovery Policy.


Compensation component	September 1, 2024, through December 31, 2024	From January 1, 2025, forward
Annual retainer, paid in monthly payments	Equivalent to $98,500 per year, paid in 12 monthly installments of $8,208.33	Equivalent to $137,500 per year, paid in 12 monthly installments of $11,458.33
Additional annual compensation for board leadership, as applicable, paid in monthly payments	Paid monthly: $24,000 annual for the chair, $9,000 annual for the first vice chair and secretary-treasurer, $9,000 annual for all Board committee chairs, and $6,000 annual for members of the Executive Committee who are not eligible for other premiums	Paid monthly: $30,000 annual for the chair, $10,000 annual for the first vice chair and secretary-treasurer, $10,000 annual for all Board committee chairs, and $6,000 annual for members of the Executive Committee who are not eligible for other premiums
Per diem meeting fee, plus actual expenses and travel allowance for each day spent at meetings other than regular Board meetings and the CHS Annual Meeting	$500/day	$600/day
Meeting fee for conference calls or other short virtual meetings other than regular Board meetings	$250/partial day	$300/partial day
Participation in medical, dental and vision plans	Directors and their eligible dependents could participate at no cost to the director	Directors and their eligible dependents are no longer eligible to participate

~~Director~~The ~~Retirement~~number of days spent at meetings other than regular Board meetings and ~~Health~~the ~~Care~~CHS ~~Benefits~~Annual Meeting may not exceed 55 days annually for purposes of the per diem meeting fee, except the Board chair is exempt from this limit. There is no cap on meeting fees permitted for conference calls or other short virtual meetings.

Members of our Board of Directors were eligible for certain retirement and health care benefits in fiscal 2024 based on their election date.

Directors elected prior to September 1, 2011 participate in a defined benefit retirement plan that provides for a monthly benefit for the director's lifetime, beginning at age 60. Benefits are immediately vested, and the monthly benefit is determined according to the following formula: $250 times years of service on the Board (up to a maximum of 15 years). Under no event will the benefit payment be payable for less than 120 months. Payment is made to the retired director's beneficiary in the event of the director's death before 120 payments are made. Effective August 31, 2011, future accruals under the director retirement plan were frozen. Retirement benefits are funded by a rabbi trust, with a balance of $7.2 million as of August 31, 2024.

Directors and their eligible dependents were eligible to participate in our medical, dental and vision plans in fiscal 2024. We paid 100% of the premium for each director and their eligible dependents while the director was actively serving on

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For performance periods beginning with fiscal 2025 and beyond, the Board approved a new performance-based compensation plan for directors. ~~Directors~~This ~~who~~performance-based ~~departed~~compensation plan replaces the ~~Board~~director ~~before~~retirement ~~September~~contribution 1,described ~~2024~~below ~~and~~in ~~prior~~the toDirector ~~Medicare~~Deferred ~~eligibility~~Compensation ~~were~~Plan ~~eligible~~section. The directors' performance-based compensation plan provides the opportunity for a director to ~~continue~~receive ~~participation~~compensation inbased on our ~~medical~~three-year ~~plan~~ROIC performance, ~~along~~ with ~~their~~ROIC ~~eligible~~defined ~~dependents,~~in ~~with~~the ~~premiums~~same ~~paid~~manner upas tofor ~~100%~~the ELTIP. Driven by ~~CHS~~our ~~depending~~unique oncooperative structure, we believe that using the ~~director's~~ROIC ~~years~~performance metric for this purpose aligns the interests of ~~service~~our todirectors with the interests of our management and member-owners. The ROIC performance goal levels are established and approved by our Board of Directors prior to each three-year performance period.

The amounts paid to our Board of Directors are subject to the Recovery Policy.

Director Retirement and Health Care Benefits

Members of our Board of Directors were eligible for certain retirement and health care benefits through December 31, 2024, based on their election date.

Directors elected prior to September 1, 2011, participated in a defined benefit retirement plan that provides for a monthly benefit for the director's lifetime, beginning at age 60. Benefits are immediately vested, and the monthly benefit is determined according to the following formula: $250 times years of service on the Board (up to a maximum of 15 years). Under no event will the benefit payment be payable for less than 120 months. Payment is made to the retired director's beneficiary in the event of the director's death before 120 payments are made. Effective August 31, 2011, future accruals under the director retirement plan were frozen. Retirement benefits are funded by a rabbi trust, with a balance of $7.1 million as of August 31, 2025.

Directors and their eligible dependents were eligible to participate in our medical, dental and vision plans through December 31, 2024. We paid 100% of the premium for each director and their eligible dependents while the director was actively serving on the Board. Directors who departed the Board before September 1, 2024, and prior to Medicare eligibility were eligible to continue participation in our medical plan, along with their eligible dependents, with premiums paid up to 100% by CHS depending on the director's years of service to the Board. Directors who were participating in CHS medical coverage as of September 1, 2024 and leave the Board before reaching age 65 with at least six years of service are eligible to receive a payment of $37,000 per year until the exiting director reaches age 65 or is deceased.

Director Deferred Compensation Plan

Directors are eligible to participate in the Deferred Compensation Plan. Each participating director may elect to defer up to 100% of his or her monthly director fees into the Deferred Compensation Plan. This must be done prior to the beginning of the calendar year in which the fees will be earned, or in the case of newly elected directors, upon election to the Board. During fiscal ~~2024~~2025, the following directors deferred Board fees pursuant to the Deferred Compensation Plan: Mr. Beckman, Mr. Clemensen, Mr. ~~Erickson~~Edgington, Mr. Fritel, Mr. Johnsrud, Mr. Kehl, ~~Mr. Meyer~~ and Mr. Throener.

In addition to any voluntary director deferrals, for performance periods beginning prior to fiscal 2025, the company may also credit a retirement contribution to each director's Deferred Compensation Plan. The fiscal ~~2024~~2025 credit to each director's retirement plan account was based on the following ROIC performance goals for the performance period spanning fiscal years ~~2022~~2023-~~2024~~2025:

Performance Level	Amount Credited*	CHS Three-Year ROIC Goal
Superior Maximum	$100,000	912.70%
Maximum	$50,000	710.70%
Target	$25,000	68.75%

*The amount credited for the fiscal ~~2022~~2023-~~2024~~2025 performance period was required to be mathematically interpolated when results occurred between the superior performance, maximum and target ROIC performance levels. If results had been less than the target ROIC performance level, the amount credited would have been $25,000.

Actual ROIC performance for the fiscal ~~2022~~2023-~~2024~~2025 performance period was 1310.935% and, accordingly, $~~100~~58,~~000~~753 (approximately 2.35x target amount) was credited for fiscal ~~2024~~2025 to each director's retirement plan account under the Deferred Compensation Plan, except $6639,~~667~~168 was credited for newly elected ~~director~~directors Mr. ~~Rossman~~Edgington and Mr. Sherven, and $8,333 was credited for former ~~director~~directors Mr. ~~Meyer~~Fritel and Mr. ~~This~~Johnsrud. ~~amount~~These isamounts are reflected in the Director Compensation table.

Upon leaving our Board of Directors during fiscal ~~2024~~2025, a director's credit for that partial fiscal year is the target amount ($25,000) prorated through the end of the month in which the director departs. Directors who joined our Board of Directors during fiscal ~~2024~~2025 received credit for that partial fiscal year based on the actual ROIC performance for the ~~performance period ending in fiscal 2024, prorated from the first of the month following the month in which the director joined our Board of Directors to the end of the fiscal year.~~

Benefits are funded in a rabbi trust. The Deferred Compensation Plan rabbi trust balance reported elsewhere in this Annual Report on Form 10-K includes amounts deferred by the directors.

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~~2024~~performance ~~Director~~period ~~Compensation~~ending in fiscal 2025, prorated from the first of the month following the month in which the director joined our Board of Directors to the end of the fiscal year.

Name	Fees Earned or Paid in Cash (1)	Change in Pension Value and Nonqualified Deferred Compensation Earnings (2)	All Other Compensation (3)	Total
	(Dollars)
David Beckman	$125,275	$—	$120,220	$245,495
Clinton J. Blew	143,900	2,198	129,659	275,757
Hal Clemensen	135,150	—	120,653	255,803
Scott Cordes	128,150	—	100,670	228,820
Jon Erickson	109,150	—	120,557	229,707
Mark Farrell	115,150	—	101,419	216,569
Steve Fritel	131,150	1,988	120,459	253,597
Alan Holm	127,400	—	120,630	248,030
David Johnsrud	123,400	—	117,692	241,092
Tracy Jones	127,900	—	126,547	254,447
David Kayser	113,650	2,473	129,869	245,992
Russell Kehl	136,150	—	127,875	264,025
Perry Meyer	36,733	—	15,129	51,862
Anthony Rossman	93,975	—	86,725	180,700
Daniel Schurr	149,900	17,699	122,721	290,320
Jerrad Stroh	126,400	—	130,201	256,601
Kevin Throener	129,650	—	129,879	259,529
Cortney Wagner	125,733	—	100,399	226,132

Benefits are funded in a rabbi trust. The Deferred Compensation Plan rabbi trust balance reported elsewhere in this Annual Report on Form 10-K includes amounts deferred by the directors.

~~(1)~~2025 OfDirector ~~this amount, the following directors deferred the succeeding amounts to the Deferred~~ Compensation ~~Plan: Mr. Beckman, $13,000; Mr. Clemensen, $16,000; Mr. Erickson, $8,000; Mr. Fritel, $70,200; Mr. Johnsrud, $24,000; Mr. Kehl, $28,000; Mr. Meyer, $4,000; and Mr. Throener, $10,000.~~

(2) This column represents both changes in pension value and above-market earnings on deferred compensation. Change in pension value is the aggregate change in the actuarial present value of the director's benefit under his retirement program, and nonqualified earnings, if applicable. The change in pension value will vary by director based on several factors including age, service, pension benefit elected (lump sum or annuity), discount rate and mortality factor used to calculate the benefit due. Future accruals under the plan were frozen as of August 31, 2011, as stated above. The following directors had the following changes in pension values during fiscal 2024: Mr. Blew, $2,198; Mr. Fritel, $1,988; Mr. Kayser, $2,473; and Mr. Schurr, $17,699.


Name	Fees Earned or Paid in Cash (1)	Change in Pension Value and Nonqualified Deferred Compensation Earnings (2)	All Other Compensation (3)	Total
	(Dollars)
Alan Holm	$162,917	$—	$66,245	$229,162
Anthony Rossman	149,000	—	69,293	218,293
Chris Edgington	105,925	—	39,687	145,612
Clinton Blew	165,167	—	69,293	234,460
Cortney Wagner	139,400	—	59,397	198,797
Daniel Schurr	171,900	—	66,250	238,150
David Beckman	153,600	—	66,256	219,856
David Kayser	139,267	—	70,459	209,726
Hal Clemensen	152,167	—	66,314	218,481
Jerrad Stroh	152,650	—	69,814	222,464
Kevin Throener	157,567	—	69,408	226,975
Jon Erickson	147,350	—	66,452	213,802
Mark Farrell	136,800	—	60,342	197,142
Russell Kehl	156,867	—	68,685	225,552
Scott Cordes	148,750	—	59,536	208,286
Tracy Jones	145,567	—	67,098	212,665
Trent Sherven	120,675	—	39,811	160,486
Steve Fritel	40,083	—	32,251	72,334
David Johnsrud	37,833	—	9,007	46,840

~~Above-market~~(1) ~~earnings~~Of ~~represent~~this ~~earnings~~amount, ~~exceeding~~the ~~120%~~following ofdirectors deferred the ~~Federal~~succeeding ~~Reserve~~amounts ~~long-term~~to ~~rate~~the onDeferred ~~applicable~~Compensation ~~funds~~Plan: asMr. ~~determined~~Beckman, by$12,000; ~~the~~Mr. ~~IRS~~Clemensen, $28,000; Mr. NoEdgington, ~~directors~~$23,100; ~~had~~Mr. ~~above-market~~Fritel, ~~earnings~~$23,400; ~~during~~Mr. ~~fiscal~~Johnsrud, ~~2024~~$8,000; Mr. Kehl, $34,000; and Mr. Throener, $12,000.

(32) ~~All~~This ~~other~~column ~~compensation~~represents ~~includes~~both ~~health~~changes ~~insurance~~in ~~premiums,~~pension ~~travel~~value ~~accident insurance~~ and ~~related~~above-market ~~companion~~earnings ~~travel~~on ~~expenses~~deferred ~~for~~compensation. ~~trips~~Change ~~made~~in ~~with~~pension avalue ~~director~~is onthe ~~CHS~~aggregate ~~business.~~change ~~Total~~in ~~amounts~~the ~~vary~~actuarial ~~primarily~~present ~~due~~value toof the ~~variations~~director's inbenefit ~~health~~under ~~insurance~~their ~~premiums,~~retirement ~~which~~program ~~are~~and ~~due~~nonqualified toearnings, ~~the~~if ~~number~~applicable. ofThe ~~dependents~~change ~~covered.~~in ~~The~~pension ~~health~~value ~~insurance~~will ~~premiums~~vary ~~paid~~by ~~were~~director ~~less~~based ~~than~~on ~~$25~~several factors,~~000~~ ~~for~~including ~~each~~age, ~~director~~service, ~~other~~pension ~~than~~benefit ~~Mr.~~elected ~~Blew,~~(lump ~~Mr.~~sum ~~Jones~~or annuity), ~~Mr.~~discount ~~Kayser,~~rate ~~Mr.~~and ~~Kehl,~~mortality ~~Mr.~~factor ~~Stroh~~used ~~and~~to Mrcalculate the benefit due. ~~Throener,~~Future ~~for~~accruals ~~whom~~under wethe ~~paid~~plan ~~health~~were ~~insurance~~frozen ~~premiums~~as of ~~$29~~August 31,~~260~~ 2011, ~~$26~~as stated above. The following directors had the following changes in pension values during fiscal 2025: Mr. Blew,~~148,~~ $29(291); Mr. Kayser,~~260,~~ $27(8,~~476~~063); Mr. Schurr, $29(4,~~260~~651); and Mr. Fritel, $29(12,~~260,~~051). ~~respectively~~Negative values are not reflected in the sum reported in this column.

~~All~~Above-market ~~other~~earnings ~~compensation~~represent ~~also~~earnings ~~includes~~exceeding ~~fiscal~~120% ~~2024~~of ~~director~~the ~~retirement~~Federal ~~plan~~Reserve ~~Deferred~~long-term ~~Compensation~~rate ~~Plan~~on ~~contributions~~applicable offunds ~~$100,000~~as ~~for~~determined ~~each~~by ~~director,~~the ~~except for newly elected director Mr~~IRS. ~~Rossman,~~No ~~$66,667;~~directors ~~and~~had ~~for~~above-market ~~former~~earnings ~~director,~~during ~~Mr.~~fiscal ~~Meyer, $8,333~~2025.

~~Compensation~~(3) ~~Committee~~All ~~Interlocks~~other compensation includes health insurance premiums through December 31, 2024, travel accident insurance and ~~Insider~~related ~~Participation~~companion travel expenses for trips made with a director on CHS business. Total amounts vary primarily due to the variations in health insurance premiums, which are due to the number of dependents covered.

~~Our~~All ~~Board~~other ofcompensation ~~Directors~~also ~~does~~includes ~~not~~fiscal ~~have~~2025 adirector ~~compensation~~retirement ~~committee.~~contributions ~~The~~to ~~Executive Committee performs~~ the ~~equivalent~~Deferred ~~functions~~Compensation Plan of a$58,753 ~~compensation~~for ~~committee~~each ~~with~~director, ~~respect~~except tofor ~~our~~newly ~~CEO,~~elected ~~and~~directors ~~the~~Mr. ~~Governance~~Edgington ~~Committee~~and ~~performs~~Mr. ~~the~~Sherven, ~~equivalent~~$39,168; ~~functions~~and offor aformer ~~compensation committee~~directors, ~~other~~Mr. ~~than~~Fritel ~~with~~and ~~respect~~Mr. toJohnsrud, ~~our CEO~~$8,333.

~~During~~All ~~fiscal~~other ~~2024,~~compensation ~~the~~also ~~members~~includes ofdirector ~~the~~retirement ~~Executive~~payment ~~Committee~~of ~~were Messrs. Schurr (chair)~~$15,500 ~~Blew~~for ~~(first~~Mr. ~~vice~~Fritel ~~chair),~~from ~~Cordes (second vice chair), Holm and Kehl, and~~ the ~~members~~director ofdefined ~~the~~benefit ~~Governance~~retirement ~~Committee~~plan ~~were Mr. Jones~~ (~~chair),~~explained ~~Mr.~~above ~~Kehl~~for ~~(vice~~directors ~~chair),~~elected ~~and~~prior ~~Messrs.~~to ~~Blew,~~September ~~Cordes~~1, ~~Farrell and Kayser. During fiscal 2024, no executive officer of CHS served on the compensation committee (or other board committee performing equivalent functions~~2011) ~~or board of directors of any other entity~~ .

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~~that~~Compensation ~~had any executive officer who also served on the Executive~~ Committee, ~~the~~Interlocks ~~Governance~~and ~~Committee~~Insider or our Board of Directors. None of the directors who served as a member of the Executive Committee or Governance Committee during fiscal 2024 are, or have been, officers or employees of CHS, other than Mr. Cordes, who was an employee of CHS Hedging until 2016.Participation

~~See~~ Our ~~Item~~Board ~~13,~~of ~~Certain~~Directors ~~Relationships~~does ~~and~~not ~~Related~~have ~~Transactions,~~a ~~and~~compensation ~~Director~~committee. ~~Independence,~~The ofExecutive ~~this~~Committee ~~Annual~~performs ~~Report~~the onequivalent ~~Form~~functions ~~10-K~~of ~~for~~a ~~directors,~~compensation ~~including~~committee ~~Messrs.~~with ~~Cordes,~~respect ~~Clemensen,~~to ~~Erickson,~~our ~~Fritel~~CEO, ~~Johnsrud,~~and ~~Jones,~~the ~~Kayser,~~Governance ~~Kehl,~~Committee ~~Rossman,~~performs ~~Throener~~the ~~and~~equivalent ~~Schurr~~functions ~~who~~of ~~were~~ a ~~party~~compensation committee, other than with respect to ~~related-person~~our ~~transactions~~CEO.

During fiscal 2025, the members of the Executive Committee were Messrs. Schurr (chair), Blew (first vice chair), Cordes (second vice chair), Holm and Kehl, and the members of the Governance Committee were Messrs. Jones (chair), Kehl (vice chair), Blew, Cordes, Farrell and Kayser. During fiscal 2025, no executive officer of CHS served on the compensation committee (or other board committee performing equivalent functions) or board of directors of any other entity that had any executive officer who also served on the Executive Committee, the Governance Committee or our Board of Directors. None of the directors who served as a member of the Executive Committee or Governance Committee during fiscal 2025 are, or have been, officers or employees of CHS, other than Mr. Cordes, who was an employee of CHS Hedging until 2016.

See Item 13, Certain Relationships and Related Transactions, and Director Independence, of this Annual Report on Form 10-K for directors, including Messrs. Clemensen, Cordes, Edgington, Erickson, Fritel, Holm, Johnsrud, Jones, Kayser, Kehl, Rossman, Throener, Sherven and Schurr who were a party to related-person transactions.

Compensation Committee Report

The Executive Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee with respect to our CEO) and the Governance Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee, other than with respect to our CEO) have each reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K promulgated by the SEC with management and, based on such review and discussions, the Executive Committee and the Governance Committee each recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

Respectfully submitted,

Executive Committee

Daniel Schurr, Chair

Clinton J. Blew

Scott Cordes

Alan Holm

Russell Kehl

Governance Committee

Tracy Jones, Chair

Clinton J. Blew

Scott Cordes

Mark Farrell

David Kayser

Russell Kehl

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial ownership of our equity securities by each member of our Board of Directors, each of our Named Executive Officers and all members of our Board of Directors and executive officers as a group as of October 15, 2025, is shown below. Except as indicated in the footnotes to the following table, each person has sole voting and investment power with respect to all shares attributable to such person.

Title of Class

8% Cumulative RedeemablePreferred Stock

Class B Cumulative Redeemable Preferred Stock

Name of Beneficial Owner

Amount ofBeneficial Ownership

% of Class (1)

Amount ofBeneficial Ownership

% of Class (2)

Directors:

(Shares)

David Beckman

—

Clinton J. Blew

—

Hal Clemensen

—

Scott Cordes (3)

—

14,850

Christopher Edgington

—

Jon Erickson

—

Mark Farrell

3,000

—

Steven Fritel

—

Alan Holm

—

David Johnsrud

—

1,650

Tracy Jones

—

David Kayser

—

630

Russell Kehl

—

Anthony Rossman

—

Daniel Schurr

—

Trent Sherven

—

Jerrad Stroh

—

Kevin Th

Filing Compare · CHS INC