UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October 13~~ November 12, 2024

BENSON HILL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39835

85-3374823

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1001 North Warson Rd, Ste 300

St. Louis, Missouri 63132

(Address of principal executive offices)

(314) 222-8218

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common stock, $0.0001 par value

BHIL

The Nasdaq Stock Market LLC

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

Emerging growth company x

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

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~October~~November 1312, 2024, ~~J. Stephan Dolezalek notified~~ Benson Hill, Inc. (the “Company”) ofissued ~~his~~a ~~decision~~press torelease ~~resign~~reporting asthe afinancial ~~member~~results of the ~~Board~~Company offor ~~Directors of~~ the ~~Company~~quarter ~~(the~~ended ~~“Board”)~~September 30, ~~effective~~2024. asA copy of ~~such~~the ~~date.~~press ~~Mr. Dolezalek’s~~release ~~decision~~is toattached ~~resign~~hereto ~~was~~as ~~not~~Exhibit 99.1 ~~the~~and ~~result~~is ofincorporated ~~any~~herein ~~disagreement~~in ~~between~~its Mrentirety by reference. ~~Dolezalek~~ ~~and~~In ~~the~~conjunction ~~Company,~~with ~~its~~the ~~management~~press release, the ~~Board~~Company orhas ~~any~~posted ~~committee~~a ~~thereof,~~shareholder orletter ~~with~~to ~~respect~~its towebsite ~~any~~(bensonhill.com) ~~matter~~and ~~relating~~a tocopy of the ~~Company’s~~shareholder ~~operations,~~letter ~~policies~~is orattached ~~practices~~hereto as Exhibit 99.2 and is incorporated herein in its entirety by reference.

Limitation on Incorporation by Reference. The ~~Board~~information ~~expresses~~furnished ~~its~~in ~~appreciation~~this ~~for~~Item 2.02, Mrincluding the press release attached hereto as Exhibit 99.1 and the shareholder letter attached hereto as Exhibit ~~Dolezalek’s~~99.2, ~~service~~shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing made by the Company ~~and~~under ~~his~~the ~~contributions~~Securities toAct of 1933, as amended, or the ~~Board~~Exchange Act, except as set forth by specific reference in such a filing. In addition, information contained on, or accessible through, our website is not a part of and is not incorporated by reference in this Current Report on Form 8-K.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release and shareholder letter attached as Exhibits 99.1 and 99.2 hereto, the press release and shareholder letter contain forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release and shareholder letter, respectively, regarding these forward-looking statements.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Press Release, dated November 12 , 2024
99.2						Shareholder Letter, dated November 12, 2024
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

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

BENSON HILL, INC. By: /s/ Susan Keefe Name: Susan Keefe Title: Chief Financial Officer

Date: ~~October~~November 1512, 2024

Filing Compare · Benson Hill, Inc.