1 unchanged sentence
Disclosure Controls and Procedures
−Removed: 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
−Removed: 1934, as amended ("Exchange Act")), as of August 31, 2024.
+Added: 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.
23 unchanged sentences
Scott Cordes 64 1 2017
+Added: Christopher Edgington 63 7 2024
Jon Erickson 65 3 2011
Mark Farrell 66 5 2016
−Removed: Steve Fritel 69 3 2003
Alan Holm 65 1 2013
−Removed: David Johnsrud 70 1 2012
Tracy Jones 62 5 2017
3 unchanged sentences
Daniel Schurr 60 7 2006
+Added: Trent Sherven 40 3 2024
Jerrad Stroh 55 8 2022
4 unchanged sentences
The members in each region nominate and elect the number of directors for that region as set forth in our bylaws.
−Removed: Neither management nor the incumbent directors have any control over the nominating process for directors.
+Added: In April 2025, the Board of Directors approved the formation of a Nominating Committee effective as of the date of the annual meeting of members, which is currently scheduled for December 5, 2025.
+Added: Thereafter, the Nominating Committee will nominate one or two candidates for each seat up for election at the annual meeting, which may be in addition to any candidates nominated by petition or from the floor.
+Added: The initial members of the Nominating Committee will be elected by members at the 2025 annual meeting of members, who will vote on the committee member candidates selected by the Board of Directors.
+Added: Each member of the Nominating Committee must be a Class A individual member of CHS or a member of a cooperative association member and cannot be an employee of any CHS member cooperative or current CHS director or employee.
+Added: Accordingly, 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.
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.
1 unchanged sentence
Nearly all directors also have experience serving on local cooperative association boards and all participate in a variety of agricultural and community organizations.
−Removed: Our directors complete the National Association of Corporate Directors comprehensive Director Professionalism course and earn the Certificate of Director Education.
+Added: Our directors complete a robust new director orientation and the National Association of Corporate Directors comprehensive Director Professionalism course and earn the Certificate of Director Education.
+Added: In addition, our Board of Directors has adopted a Director Continuing Education Program, which encourages directors to participate in ongoing continuing education to further strengthen their knowledge and effectiveness.
+Added: We provide learning opportunities during board meetings and other scheduled sessions, with prioritized topics of interest covered by management or outside experts.
+Added: We also support directors in attending programs provided by third parties.
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.
4 unchanged sentences
Beckman's principal occupation has been farming for more than five years.
−Removed: In partnership with his family, he raises irrigated corn and soybeans and operates a custom hog-feeding operation near Elgin, Nebraska.
+Added: In partnership with his family, he raises irrigated corn and soybeans and operates a custom hog-feeding operation in Nebraska.
Blew, First Vice Chair, has been a member of the CHS Board of Directors since 2010.
3 unchanged sentences
He holds an applied science degree in farm and ranch management from Hutchinson (Kansas) Community College.
−Removed: Blew's principal occupation has been farming for more than five years, and he farms and ranches in a family partnership in south-central Kansas.
+Added: Blew's principal occupation has been farming for more than five years, and he farms and ranches in a family partnership in Kansas.
Hal Clemensen has been a member of the CHS Board of Directors since 2019.
3 unchanged sentences
Clemensen's principal occupation has been farming for more than five years.
−Removed: He and his wife raise corn, soybeans and wheat in Brown and Spink counties in South Dakota.
+Added: He and his wife raise corn, soybeans and wheat in South Dakota.
Scott Cordes, Second Vice Chair, has been a member of the CHS Board of Directors since 2017.
5 unchanged sentences
Prior to his current occupation, he was a CHS employee from 1995 to 2016, serving as president of CHS Hedging, LLC, a commodities brokerage subsidiary of CHS from 2000 to 2016.
−Removed: He co-owns and operates a corn and soybean farm near Wanamingo, Minnesota.
+Added: He co-owns and operates a Minnesota corn and soybean farm.
+Added: Christopher Edgington has been a member of the CHS Board of Directors since 2024.
+Added: He is a member of the Capital and Government Relations committees.
+Added: He chairs Rural Development Partners and is former president of the National Corn Growers Association, former president of the Iowa Corn Promotion Board and former chair of Golden Oval Eggs.
+Added: He holds a bachelor’s degree in animal science from Iowa State University and is a graduate of the Iowa Corn I-Lead program.
+Added: Edgington’s principal occupation has been farming for more than five years.
+Added: He and his family operate a multi-generational farm in Iowa, where they raise corn and soybeans and have a custom cattle-feeding enterprise.
Jon Erickson has been a member of the CHS Board of Directors since 2011.
2 unchanged sentences
He holds a bachelor's degree in agricultural economics from North Dakota State University.
−Removed: Erickson's principal occupation has been farming for more than five years, and he raises grain and oilseed and operates a commercial Hereford-Angus cow-calf business near Minot, North Dakota.
+Added: Erickson's principal occupation has been farming for more than five years.
+Added: He raises grain and oilseed and operates a commercial Hereford-Angus cow-calf business in North Dakota.
Mark Farrell has been a member of the CHS Board of Directors since 2016.
3 unchanged sentences
Farrell's principal occupation has been farming for more than five years.
−Removed: He raises corn and soybeans in Dane County, Wisconsin .
−Removed: Steve Fritel has been a member of the CHS Board of Directors since 2003.
−Removed: He chairs the Corporate Risk Committee and is a member of the Audit Committee.
−Removed: Fritel previously served as first vice chair, second vice chair and secretary-treasurer of the Executive Committee of the Board.
−Removed: He earned an associate degree from North Dakota State College of Science.
−Removed: Fritel's principal occupation has been farming for more than five years.
−Removed: He raises spring wheat, durum wheat, soybeans, edible beans, corn and canola near Rugby, North Dakota, selling some of his edible beans to local family-owned restaurants.
−Removed: He also runs a family business providing on-farm grain storage equipment.
+Added: He raises corn and soybeans in Wisconsin .
Alan Holm, Assistant Secretary-Treasurer, has been a member of the CHS Board of Directors since 2013.
Since 2021, he has been assistant secretary-treasurer of the Executive Committee of the Board.
−Removed: He is vice chair of the Government Relations Committee and a member of the Capital Committee.
+Added: He is chair of the Capital Committee and vice chair of the Government Relations Committee.
He also serves on the board for Citizens Bank of Minnesota and is former board chair of River Region Cooperative.
1 unchanged sentence
Holm's principal occupation has been farming for more than five years.
−Removed: He raises corn, soybeans, sweet corn, peas and hay and owns and manages a cow-calf operation near Sleepy Eye, Minnesota.
−Removed: David Johnsrud has been a member of the CHS Board of Directors since 2012.
−Removed: He serves as chair of the Capital Committee and as a member of the Government Relations Committee.
−Removed: Previously, he served as board chair of AgCountry Farm Credit Services and as board chair of the Cooperative Network and on the boards of the Minnesota Farm Credit Legislative Committee, Farmers Union Oil, CHS Prairie Lakes, Mid-Minnesota Association and Minnesota State Co-op Directors Association, including terms as board secretary for Farmers Union Oil and CHS Prairie Lakes.
−Removed: Johnsrud's principal occupation has been farming for more than five years.
−Removed: He raises corn and soybeans near Starbuck, Minnesota.
+Added: He raises corn, soybeans, sweet corn, peas and hay and owns and manages a cow-calf operation in Minnesota.
Tracy Jones has been a member of the CHS Board of Directors since 2017.
2 unchanged sentences
He earned an associate degree in farm management from Kishwaukee College in Malta, Illinois.
−Removed: Jones' principal occupation has been farming for more than five years.
−Removed: He operates a fourth-generation family farm near Kirkland, Illinois, that raises corn, soybeans and wheat and feeds cattle.
+Added: Jones' principal occupation
+Added: has been farming for more than five years.
+Added: He operates a fourth-generation Illinois family farm, that raises corn, soybeans and wheat and feeds cattle.
David Kayser has been a member of the CHS Board of Directors since 2006.
−Removed: He serves as vice chair of the Corporate Risk Committee and as a member of the Governance Committee.
−Removed: Kayser is a previous director and chair of CHS Farmers Alliance and South Dakota Association of Cooperatives and former chair of the Mitchell (South Dakota) Technical College
−Removed: Foundation Board.
+Added: He serves as chair of the Corporate Risk Committee and is a member of the Governance Committee.
+Added: Kayser is a previous director and chair of CHS Farmers Alliance and South Dakota Association of Cooperatives and former chair of the Mitchell (South Dakota) Technical College Foundation Board.
Kayser's principal occupation has been farming for more than five years.
−Removed: He raises corn, soybeans and hay near Alexandria, South Dakota, and operates a cow-calf and feeder-calf business.
+Added: He raises corn, soybeans and hay and operates a cow-calf and feeder-calf business in South Dakota.
Russell Kehl, Secretary-Treasurer, has been a member of the CHS Board of Directors since 2017.
4 unchanged sentences
Kehl's primary occupation has been farming for more than five years.
−Removed: He and his family operate a farm near Quincy, Washington, that produces crops, primarily potatoes and dry beans, and includes a cow-calf herd.
−Removed: His family also owns and operates dry bean processing facilities, a custom farming business and a trucking and logistics company.
+Added: He and his family operate a Washington farm that produces crops, primarily potatoes and dry beans, and includes a cow-calf herd.
+Added: His family also owns and operates dry bean processing facilities that serve international and domestic customers, a custom farming business and a trucking and logistics company.
Anthony Rossman has been a member of the CHS Board of Directors since 2023.
4 unchanged sentences
Rossman's principal occupation has been farming for more than five years.
−Removed: He operates and manages a crop and livestock operation near Oronoco, Minnesota, and manages genetic alliances in the beef industry.
+Added: He operates and manages a crop and livestock operation in Minnesota and manages genetic alliances in the beef industry.
Daniel Schurr, Chair, has been a member of the CHS Board of Directors since 2006.
4 unchanged sentences
Schurr's principal occupation has been farming for more than five years.
−Removed: He raises corn and soybeans near LeClaire, Iowa, and operates a commercial trucking business.
+Added: He raises corn and soybeans and operates a commercial trucking business in Iowa.
+Added: Trent Sherven has been a member of the CHS Board of Directors since 2024.
+Added: He is a member of the Audit Committee and the CHS Foundation Board of Trustees.
+Added: He is a former member of the CHS SunPrairie producer board.
+Added: He earned a bachelor’s degree in math education from Minot State University and a master’s degree in educational leadership from Arizona State University.
+Added: Sherven’s principal occupation has been farming for more than five years.
+Added: He operates family farms in North Dakota, producing flax, peas and spring wheat.
Jerrad Stroh has been a member of the CHS Board of Directors since 2022.
−Removed: He is vice chair of the Audit Committee and is a member of the CHS Foundation Board of Trustees.
+Added: He is vice chair of the Audit Committee and a member of the Corporate Risk Committee.
He serves on the board of Cooperative Producers, Inc., and has completed the Nebraska Cooperative Council Director Certification Program.
+Added: He earned a bachelor’s degree in physics from Hastings College and a bachelor’s degree in mechanical engineering from Washington University.
Stroh’s principal occupation has been farming for more than five years.
−Removed: He and his family raise corn and soybeans near Juniata, Nebraska.
+Added: He and his family raise corn and soybeans in Nebraska.
Kevin Throener has been a member of the CHS Board of Directors since 2019.
4 unchanged sentences
Throener's principal occupation has been farming for more than five years.
−Removed: He and his wife and family raise corn, soybeans, alfalfa and cattle near Cogswell, North Dakota, and they also operate a beef backgrounding and finishing enterprise and a custom forage harvesting business.
+Added: 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.
−Removed: She is a member of the Corporate Risk and Government Relations committees.
−Removed: She serves on the board of the Montana Council of Cooperatives.
−Removed: She holds a real estate license and has served as a trust associate at 1st National Bank and Trust Company.
+Added: She is vice chair of the Corporate Risk Committee and a member of the Government Relations Committee.
+Added: She has served on the board of the Montana Council of Cooperatives.
+Added: 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.
Wagner's principal occupation has been farming for more than five years.
−Removed: She is a first-generation cattle and hay producer based near Hardin, Montana.
+Added: She is a first-generation cattle and hay producer based in Montana.
Director Elections and Voting
10 unchanged sentences
Region Incumbent
−Removed: Region 3 (North Dakota) Open Seat
−Removed: Region 4 (South Dakota) David Kayser
−Removed: Region 6 (Alaska, Arizona, California, Hawaii, Idaho, Nevada, Oregon, Washington and Utah) Russell Kehl
−Removed: Region 7 (Alabama, Arkansas, Florida, Georgia, Iowa, Louisiana, Mississippi, Missouri, North Carolina, South Carolina and Tennessee) Open Seat
−Removed: Region 8 (Colorado, Kansas, Nebraska, New Mexico, Oklahoma and Texas) David Beckman
+Added: Region 1 (Minnesota) Al Holm
+Added: Region 3 (North Dakota) Kevin Throener
+Added: Region 4 (South Dakota) Hal Clemensen
+Added: 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
+Added: Region 8 (Colorado, Kansas, Nebraska, New Mexico, Oklahoma and Texas) Jerrad 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;
12 unchanged sentences
Brandon Smith 45 Executive Vice President, General Counsel
−Removed: Jay Debertin has been president and chief executive officer ("CEO") of CHS since May 2017.
−Removed: Debertin joined CHS in 1984 in the petroleum division and held a variety of positions in its energy marketing operations before being named vice president of crude oil supply in 1998.
+Added: Jay Debertin has been president and chief executive officer ("CEO") of CHS since 2017.
+Added: Debertin joined CHS in 1984 in the 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.
2 unchanged sentences
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.
−Removed: Debertin serves as chair of the board for Ventura Foods, LLC, and the National Council of Farmer Cooperatives.
−Removed: He also serves on the board of directors for the Federal Reserve Bank of Minneapolis and Securian Financial.
+Added: Debertin serves as chair of the board for Ventura Foods, LLC, and also serves on the board of directors for the Federal Reserve Bank of Minneapolis, 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.
−Removed: He is responsible for enterprise transformation, marketing and communications, innovation, facilities and CHS global information technology.
+Added: He is responsible for enterprise transformation, marketing, communications, innovation, facilities and CHS global information technology.
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.
6 unchanged sentences
Richard Dusek has been executive vice president, ag retail, distribution and transportation, since November 2017.
−Removed: He leads CHS ag retail operations and wholesale distribution assets that serve as a critical channel for our core businesses, aligning
−Removed: an enterprise supply chain for energy, agronomy, animal nutrition and grain product lines to serve our owners, and driving growth and efficiency through a customer-focused solutions platform.
+Added: He leads CHS ag retail operations and wholesale distribution assets that serve as a critical channel for our core businesses, aligning an enterprise supply chain for energy, agronomy, animal nutrition and grain product lines to serve our owners, and driving growth and efficiency through a customer-focused solutions platform.
Dusek also oversees the enterprise transportation function, which includes all modes serving our product lines.
7 unchanged sentences
Griffith also serves as board chair for CHS Hedging, a commodities brokerage subsidiary of CHS, and represents CHS on the CF Nitrogen Board of Managers.
+Added: He also serves on the board of Producer Ag, LLC, a grain marketing joint venture between CHS and MKC, and on the board of CHS/MKC, LLC.
He previously chaired the North American Export Grain Association board and served on the Minneapolis Grain Exchange board of directors.
5 unchanged sentences
He is responsible for efforts across all product lines to deliver a focused and coordinated customer experience for owners and customers.
−Removed: Halvorson serves on the advisory council for Cooperative Ventures, a venture capital fund joint venture between CHS and Growmark that focuses on innovative solutions and emerging technologies that positively impact farming.
+Added: Halvorson serves on the board of Cooperative Ventures, a venture capital fund joint venture between CHS and Growmark that focuses on innovative solutions and emerging technologies that positively impact farming.
Halvorson has served on the National FFA Sponsors Board, the Agricultural Retailers Association board of directors and The Fertilizer Institute (TFI) board of directors.
3 unchanged sentences
Halvorson held various leadership roles with CHS at locations in North Dakota before becoming general manager for CHS Ag Services in Warren, Minnesota.
−Removed: Halvorson also served as vice president of farm supply for CHS country operations.
+Added: Halvorson also served as vice president of farm supply for the CHS ag retail business.
He earned a bachelor's degree in business from Concordia University.
2 unchanged sentences
In addition, he oversees sustainability at CHS, which is focused on a long-term view on people, communities, economic viability and environmental success, as well as the CHS strategic sourcing function.
−Removed: Hunhoff previously served on the board of directors for Ardent Mills.
+Added: Hunhoff serves on the board for Ventura Foods, LLC, and Together for Good, a nonprofit organization focused on stabilizing families in crisis.
+Added: He previously served on the board of directors for Ardent Mills.
+Added: He has also been chief strategy officer for CHS and spent several years in energy leadership roles, including time as senior vice president of refined fuels and vice president of propane.
He joined CHS more than 30 years ago as a petroleum specialist.
−Removed: He has also been chief strategy officer for CHS and has spent several years in energy leadership roles, including time as senior vice president of refined fuels and vice president of propane.
−Removed: He earned a bachelor's degree in marketing and business management from Southwest Minnesota State University.
−Removed: Mary Kaul-Hottinger has been executive vice president, chief human resources officer, for CHS since January 2023.
+Added: Hunhoff earned a bachelor's degree in marketing and business management from Southwest Minnesota State University.
+Added: Mary Kaul-Hottinger has been executive vice president, chief human resources officer, for CHS since January 2023, joining the organization in 2018.
Kaul-Hottinger sets direction and strategy to help CHS achieve key priorities with a focus on helping the organization attract, develop and retain high-performing and diverse talent to drive business growth and the company’s strategies.
She also has responsibility for the company’s community giving and employee volunteerism.
−Removed: Kaul-Hottinger has more than 38 years of experience in human resources.
−Removed: She joined CHS in 2018 as the senior vice president, chief human resources officer, after serving 11 years at Ecolab as vice president of human resources for Ecolab’s global businesses, where she and her team supported multiple business units with more than 30,000 employees in the Americas, Europe, the Middle East, Africa and Asia Pacific.
+Added: Kaul-Hottinger has nearly four decades of experience in human resources.
+Added: Before joining CHS, she served 11 years at Ecolab as vice president of human resources for Ecolab’s global businesses, where she and her team supported multiple business units with more than 30,000 employees in the Americas, Europe, the Middle East, Africa and Asia Pacific.
Prior to joining Ecolab in 2007, she served in human resources leadership roles supporting operating divisions at General Mills and Pillsbury.
−Removed: She also held human resources roles at Securian Financial, formerly Minnesota Life.
+Added: held human resources roles at Securian Financial, formerly Minnesota Life.
Kaul-Hottinger serves as board co-chair of Together We Grow, a consortium of major agribusiness and food interests building the workforce of tomorrow, and on the board of directors for the Greater Twin Cities United Way.
2 unchanged sentences
She leads all finance and strategic planning activities across CHS, being a key advisor to the CEO and the CHS Board of Directors.
−Removed: 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.
−Removed: She also serves on the board of directors for Cooperative Ventures, a CHS joint venture and corporate venture capital fund that focuses on innovative solutions and emerging technologies that positively impact farming.
Before joining CHS, Ms.
2 unchanged sentences
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.
+Added: 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.
2 unchanged sentences
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.
−Removed: Smith also oversees the CHS internal audit department.
+Added: In addition to overseeing the legal, compliance and government affairs departments, Mr.
+Added: 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.
9 unchanged sentences
We have adopted a code of ethics within the meaning of Item 406(b) of Regulation S-K promulgated by the SEC.
−Removed: 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.
+Added: This code of ethics applies to all 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.
−Removed: 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.
+Added: 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 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.
2 unchanged sentences
In fiscal 2025 , the Audit Committee was comprised of Mr.
−Removed: Beckman (chair from December 8, 2023, to present), Mr.
+Added: Beckman (Chair), Mr.
+Added: Stroh (Vice Chair), Mr.
Erickson, Mr.
−Removed: Fritel and Mr.
−Removed: Meyer (chair and member from September 1, 2023 to December 7, 2023), Mr.
−Removed: Rossman (from December 8, 2023, to present), Mr.
−Removed: Stroh and Mr.
−Removed: Throener, each of whom was an independent director during service on the Audit Committee.
−Removed: 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.
+Added: Throener, Mr.
+Added: Sherven (from December 6, 2024, to present) and Mr.
+Added: Fritel (from September 1, 2024, to December 5, 2024), each of whom was an independent director during service on the Audit Committee.
+Added: 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
+Added: 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.
7 unchanged sentences
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.
−Removed: However, many of our directors, including all of the Audit Committee members, are financially sophisticated and have experience or background in
−Removed: which they have had significant financial management or oversight responsibilities.
+Added: 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.
17 unchanged sentences
• Align executive rewards to quantifiable annual and long-term performance goals that drive enterprise results and provide competitive returns to our member-owners;
−Removed: • Emphasize pay for performance by linking executive performance goals to business strategy and differentiating rewards based on company and individual performance;
+Added: • Emphasize a culture of performance and accountability by linking executive performance goals to business strategy and differentiating rewards based on company and individual performance;
• Ensure compliance with government mandates and regulations.
2 unchanged sentences
Governance of Executive Compensation
−Removed: The Governance Committee and the Executive Committee of our Board of Directors have engaged a third-party consultant, Pay Governance LLC, to advise on the executive compensation program applicable to our executives, including our Named Executive Officers.
+Added: 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.
−Removed: 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.
+Added: Pay Governance 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 d ata 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.
−Removed: 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.
+Added: 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 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.
−Removed: 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.
−Removed: 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,
+Added: Our CEO is not involved with selection of the third-party consultant and does not participate in or observe Executive Committee meetings that concern CEO compensation matters.
+Added: 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 establishment,
material modification to, or amendment of incentive, bonus or other similar compensation plans in which Named Executive Officers are eligible participants.
9 unchanged sentences
Short-Term Incentive Short-term performance-based variable pay incentive for achieving predetermined annual financial and individual performance goals
−Removed: Provide a direct link between pay and annual business performance, achievement of critical business initiatives and financial results
+Added: Provide a direct link between pay and annual performance, including company financial performance, achievement of business goals, individual goals and CHS capabilities
Long-Term Incentive Long-term performance-based variable pay incentive for achieving predetermined three-year Return on Invested Capital ("ROIC") goals
16 unchanged sentences
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.
−Removed: 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 consists of 17 public companies in the agriculture, energy, food and transportation industries.
+Added: 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.
+Added: 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.
−Removed: The Board approved the following changes to the comparator group for 2024:
−Removed: • Removal of three private companies (Cargill, Koch Industries and Land O’ Lakes) due to lack of publicly disclosed pay data
−Removed: • Removal of Williams Companies due to decreased relevance in business scope
−Removed: • Addition of five companies based on industry and business mix, size and overall reasonableness for pay benchmarking
+Added: After a thorough review and consultation with Pay Governance, the Board determined the peer group continues to be appropriate for executive compensation benchmarking and approved the same comparator group for 2025:
2025 Comparator Group
3 unchanged sentences
Bayer Conagra Brands
−Removed: Hormel Foods*
Bunge Corteva
2 unchanged sentences
Kinder Morgan
−Removed: *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.
−Removed: For the Named Executive Officers excluding the CEO in 2024, target total compensation was, on average, aligned to the desired competitive range.
−Removed: Base pay, on average, was slightly below the market median while total cash compensation and total direct compensation yielded around 75 th percentile of market, on average, due to actual earned short-term incentive awards at the maximum level of performance and actual earned long-term incentive awards for the fiscal 2022-2024 performance period at the superior level of performance.
−Removed: For fiscal 2024, the CEO's base pay, target total cash compensation and target total direct compensation were set to be aligned to the desired competitive range.
−Removed: Based on a review of the market benchmarks, consideration of the CEO's outstanding sustained performance and long service, and to further emphasize performance-based incentive award opportunities, target pay was increased for fiscal 2024 primarily in the long-term incentive target award opportunity to align to our multi-year performance.
−Removed: From an actual 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.
+Added: For the Named Executive Officers excluding the CEO in 2025, target total compensation was, on average, aligned to the desired competitive range around the market median.
+Added: Actual total cash compensation, on average, was below market median due to actual earned short-term incentive awards achieved just above threshold and significantly below target.
+Added: Actual total direct compensation was above market median, on average, due to high performance in the long-term incentive awards for the fiscal 2023-2025 performance period.
+Added: For the CEO in 2025, target total cash compensation and target total direct compensation were aligned to the desired competitive range.
+Added: From an actual pay perspective, company financial performance in fiscal 2025 was below target, resulting in actual total cash compensation below market median.
+Added: Actual total direct compensation was near market median due to high performance in the long-term incentive awards for the three-year performance period ended in fiscal 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.
−Removed: The charts below illustrate the mix of base 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 group.
−Removed: The increase in the CEO's target award opportunity for the long-term incentive for performance periods beginning with the award granted in fiscal 2024 resulted in a shift to the pay mix with more of his target total compensation weighted towards long-term business performance, which aligns with our overall executive compensation objectives and market practices.
+Added: 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.
+Added: 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 of our Named Executive Officers represents a fixed element of compensation paid as a salary on a semimonthly basis.
−Removed: Salaries are generally set around the median level of market data collected through our benchmarking process against other equivalent positions of comparable companies.
+Added: Salaries are generally set around the median level of market data collected through our benchmarking
+Added: process against other equivalent positions of comparable companies.
The individual's actual salary relative to the market median is based on a number of factors, which include, but are not limited to, scope and level of responsibilities, individual skills, experience and performance.
1 unchanged sentence
Changes in salaries are determined through review of competitive market data, as well as individual performance and contribution, internal equity and other factors.
−Removed: Changes are not governed by preestablished weighting factors or a specific merit matrix.
+Added: Changes are not governed by preestablished weighting factors.
Our CEO is responsible for the annual salary review process for the other Named Executive Officers.
−Removed: The Executive Committee is responsible for the annual salary review process for our CEO.
−Removed: Debertin received an approximate 6.2% salary increase effective December 1, 2023.
−Removed: Our Board of Directors approved the increase to reward Mr.
−Removed: Debertin for exceptional performance and align his base pay relative to market considering his long tenure as CEO.
−Removed: Nelligan, Mr.
−Removed: Hunhoff, and Mr.
−Removed: Griffith received salary increases of 5%, 3.5%, 3% and 4%, respectively, to reward them for strong performance and maintain market pay competitiveness.
+Added: The Board of Directors Executive Committee is responsible for the annual salary review process for our CEO.
+Added: Due to increasingly challenging conditions in our primary markets and market benchmarking indicating the Named Executive Officers are within our desired competitive range for base salary, the Board decided not to make any changes to the CEO’s base salary for fiscal 2025, and the CEO decided the same for the other Named Executive Officers.
Overview of Performance-Based Incentive Plans
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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.
−Removed: The actual payouts for the incentive cycles ended in fiscal 2024 reflect the team's outstanding execution relative to our business strategy in key areas including revenues, earnings and capital management, which are, collectively, captured in our primary financial measure of ROIC.
+Added: Actual payouts for the incentive cycles ended in fiscal 2025 reflect the team’s ability to manage costs, maintain a strong balance sheet, and capitalize on opportunities when markets were advantageous, while navigating through a challenging commodity downturn, which are, collectively, captured in our primary financial measure of ROIC.
Short-Term Incentive Pay
−Removed: 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 based on the plan provisions, when they are hired or retire they receive awards prorated to the period of time they were eligible.
+Added: Named Executive Officers participate in the same CHS Annual Variable Pay Plan ("Annual Variable Pay Plan" or "AVP") as other management and professional employees.
Each Named Executive Officer was eligible to participate in the AVP for the entirety of fiscal 2025 .
−Removed: Target AVP award levels are set with reference to various factors including internal equity
−Removed: and competitive market compensation levels and are intended to motivate our executives by providing short-term incentive awards for the achievement of annual goals.
−Removed: For fiscal 2024, the AVP incentive was weighted 70% on enterprise-level financial performance and 30% on individual performance.
+Added: Target AVP award levels are set with reference to various factors including internal equity and competitive market compensation levels and are intended to motivate our executives by providing short-term incentive awards for the achievement of annual goals.
+Added: The target AVP award is 1.15x base salary for Named Executive Officers other than Mr.
+Added: Debertin, who has a target AVP award of 1.5x base salary.
+Added: 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.
+Added: 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.
−Removed: • The individual performance component was based on achievement of specific goals relating to areas such as business profitability, execution of strategic initiatives and/or talent acquisition, development and retention.
+Added: • 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.
−Removed: Likewise, our CEO uses a similar process for determining individual goal achievement for the other Named Executive Officers.
+Added: 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:
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It is calculated by dividing adjusted net operating profit after tax by average funded debt plus beginning equity.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: For purposes of the fiscal 2025 AVP, we defined 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, 2024 and 2025, respectively, and the total beginning of year equity as of July 31, 2024, respectively.
+Added: Further, for purposes of the fiscal 2025 AVP, we excluded the impacts of a location exit and a severance accrual as nonrecurring events.
ROIC results for fiscal 2025 were 5.7%, resulting in award payouts at 0.5x target for the financial performance component.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Short-term incentive awards that were earned under the AVP for fiscal 2024 for the Named Executive Officers are as follows:
−Removed: Name Position 2024 AVP Awards
+Added: Although adjusted net operating profit after tax decreased in fiscal 2025 from the strong results in the previous year due to the commodity cycle downturn, profitability was elevated compared to similar historical down cycles.
+Added: The less favorable market conditions negatively impacted refining margins in our Energy segment, oilseed crush margins and grain margins in our Ag segment.
+Added: 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, including record or near record volumes in a number of our product lines.
+Added: The CEO and each Named Executive Officer's individual performance was determined by the Board of Directors or the CEO, respectively, to have been successful against their individual goals;
+Added: therefore, each Named Executive Officer achieved at least target payout for the 30% individual performance component.
+Added: However, in light of the challenging operating environment that pressured financial results for fiscal 2025, the Board approved payouts with the individual performance component adjusted downward to yield overall achievement at threshold.
+Added: As a result, short-term incentive awards that were earned under the AVP for fiscal 2025 for the Named Executive Officers are as follows:
+Added: Name Position 2025 AVP Payouts
Jay Debertin President and Chief Executive Officer $ 1,506,965
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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.
−Removed: The ELTIP consists of three-year performance periods to ensure consideration
−Removed: is made for our long-term financial performance and strategic execution, with a new performance period beginning every fiscal year.
+Added: 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.
−Removed: Earned awards from the ELTIP are contributed to the Deferred Compensation Plan after the end of each performance period.
−Removed: These awards vest over an additional 28-month period following the performance period end date.
−Removed: Participants who leave CHS prior to retirement for reasons other than death or disability forfeit all unearned and unvested ELTIP award balances.
−Removed: 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.
−Removed: Debertin for performance periods beginning on or after September 1, 2021 (including the three-year ELTIP performance period ending in fiscal 2024).
−Removed: 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.
+Added: 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.
+Added: Changes to ELTIP awards granted in fiscal 2025 and beyond
+Added: 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.
+Added: The changes are summarized below:
+Added: Provision For awards granted prior to fiscal 2025 For awards granted in fiscal 2025 and beyond
+Added: Deferral Earned awards are contributed to the Deferred Compensation Plan after the end of each performance period.
+Added: Earned awards from the ELTIP are paid in cash unless the participant elects to defer all or a portion of the award.
+Added: Vesting Awards vest over an additional 28-month period following the performance period end date.
+Added: No additional vesting is required after completion of the three-year performance period.
+Added: 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.
+Added: 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.
+Added: Pro-ration of awards Award opportunity is pro-rated based upon full months of participation out of the three-year performance period.
+Added: Award opportunity is determined as of August 31 of the first year of the three-year performance period;
+Added: any earned award is paid in full.
+Added: ELTIP awards granted before fiscal 2025
For the three-year ELTIP period ended in fiscal 2025 , the ELTIP performance measure was ROIC.
−Removed: 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 is calculated by dividing adjusted net operating profit after tax by average funded debt plus total equity at the beginning of the year.
+Added: 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.
+Added: 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.
+Added: 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 2023-2025 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, 2022, 2023, 2024 and 2025, respectively, and the total beginning of year equity as of July 31, 2022, 2023 and 2024, respectively.
−Removed: Further, for purposes of calculating adjusted net operating profit for the fiscal 2022-2024 performance period, we excluded the impacts of a pension plan withdrawal liability, an impairment charge and a severance accrual as non-recurring events.
+Added: Further, for purposes of calculating adjusted net operating profit for the fiscal 2023-2025 performance period, we excluded the impacts of a location exit and a severance accrual as nonrecurring events.
Award opportunities for the fiscal 2023-2025 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.
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(1) The Superior Maximum performance level and target award multiple do not apply to the CEO;
−Removed: Business conditions in the agriculture and energy industries were favorable during the 2022-2024 performance period.
−Removed: Our ability to execute in this environment with strong operational performance resulted in ROIC of 16.1%, 16.4% and 9.5% in fiscal 2022, fiscal 2023 and fiscal 2024, respectively.
−Removed: Overall ROIC performance for the fiscal 2022-2024 performance period was 13.9%, resulting in superior maximum performance level awards equivalent to 4.0x 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.
+Added: his maximum award is capped at 2.0x target.
+Added: Business conditions in the agriculture and energy industries were favorable during the early years of the 2023-2025 performance period.
+Added: Our ability to execute with strong operational performance in both the favorable and challenging environments resulted in ROIC of 16.4%, 9.5% and 5.7% in fiscal 2023, fiscal 2024 and fiscal 2025, respectively.
+Added: Overall ROIC performance for the fiscal 2023-2025 performance period was 10.35%, resulting in above maximum performance level awards equal to approximately 2.35x 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 2023-2025 ELTIP for the Named Executive Officers are as follows:
−Removed: Name Position 2022-2024 ELTIP Award
+Added: Name Position 2023-2025 ELTIP Awards
Jay Debertin President and Chief Executive Officer $ 8,531,200
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A Named Executive Officer is fully vested in the Pension Plan after three years of vesting service.
−Removed: The Pension Plan provides for a lump sum payment of the participant’s account balance once the Named Executive Officer reaches normal retirement age (or, alternatively, for a monthly annuity for the Named Executive Officer's lifetime if elected by the Named Executive Officer).
+Added: The Pension Plan provides for a lump sum payment of the Named Executive Officer's account balance (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.
−Removed: Compensation and benefits are limited based on limits imposed by the Internal Revenue Code.
−Removed: 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.
−Removed: 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 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 vacations, paid leaves of absence and pay received if away from work due to a sickness or injury.
+Added: Compensation and benefits are governed by limits imposed by the Internal Revenue Code.
+Added: 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, 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.
+Added: The amount of pay credits added to a Named Executive Officer's account each year is a percentage of the Named Executive Officer’s eligible compensation, primarily consisting of base salary and annual 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.
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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.
−Removed: The minimum interest rate under the Pension Plan is 4.65%, and the maximum is 10%.
+Added: For fiscal 2025, the minimum interest rate under the Pension Plan was 4.65%, and the maximum was 10%.
The 401(k) Plan is a tax-qualified, defined contribution retirement plan.
−Removed: Most full-time, nonunion CHS employees are eligible to participate in the 401(k) Plan, including each Named Executive Officer.
−Removed: Participants may contribute between 1% and 50% of their pay on a pretax basis.
+Added: The Named Executive Officers are eligible to participate in the 401(k) Plan on the same basis as other eligible employees.
+Added: 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.
−Removed: 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.
Supplemental Executive Retirement Plan and CHS Inc.
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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.
−Removed: The election must occur prior to the beginning of the calendar year in which the compensation will be paid.
−Removed: During the year ended August 31, 2024, all of the Named Executive Officers were eligible to participate in the DCP.
−Removed: Debertin, Ms.
−Removed: Nelligan and Mr.
−Removed: Griffith participated in the elective portion of the DCP.
+Added: The election must occur prior to the beginning of the calendar year in which the
+Added: compensation will be paid.
+Added: During the year ended August 31, 2025, all Named Executive Officers were eligible to participate in the DCP.
+Added: Debertin and Ms.
+Added: Nelligan 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, 2025, of $176.1 million.
3 unchanged sentences
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.
−Removed: Like non-executive full-time employees, participation in some of these benefit plans varies based on each Named Executive Officer's annual benefit elections.
+Added: Like nonexecutive full-time employees, participation in some of these benefit plans varies based on each Named Executive Officer's annual benefit elections.
Additional Benefits
−Removed: Additional benefits such as executive long-term disability, executive physical examinations and limited financial and tax planning assistance are also available to our Named Executive Officers.
−Removed: These are provided as part of an overall executive rewards package that strives to be competitive and retain executive talent.
+Added: Additional benefits such as executive long-term disability, executive physical examinations, limited financial and tax planning assistance and identity theft protection and cybersecurity services are also available to our Named Executive Officers.
+Added: Named Executive Officers’ spouses are also entitled to executive physical examinations, for which we only pay the $1,500 per person participation fee.
+Added: 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.
+Added: 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
−Removed: On September 6, 2023, our Board of Directors approved an amendment to our Incentive Compensation Recovery Policy ("Recovery Policy") effective as of December 1, 2023.
−Removed: The 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 to provide general updates to the policy to reflect what we believe are best practices.
−Removed: 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 functions for CHS or any subsidiary of CHS ("Recovery Party").
+Added: The Incentive Compensation Recovery Policy ("Recovery Policy") effective as of December 1, 2023, complies with listing rule 5608 by Nasdaq and reflects what we believe are best practices.
+Added: 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 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.
2 unchanged sentences
Detrimental Conduct Policy
−Removed: On 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.
−Removed: The Detrimental Conduct Policy applies to current and former officers and employees of CHS and its affiliated companies (each a "Covered Person").
−Removed: 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 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.
+Added: The Detrimental Conduct Policy effective as of December 1, 2023, applies to current and former officers and employees of CHS and its affiliated companies (each a "Covered Person").
+Added: 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:
3 unchanged sentences
• Fraud or dishonesty resulting or intended to result in personal enrichment at our expense;
−Removed: • the commission of any felony or gross misconduct in the performance of duties that results in economic harm to us;
+Added: • Commission of any felony or gross misconduct in the performance of duties that results in economic harm to us;
• Violation of any company policies regarding substance abuse and/or illegal drug use;
1 unchanged sentence
• Knowing and willful engagement in discrimination or harassment (whether sexual or otherwise) in violation of any of our policies prohibiting discrimination and/or harassment;
−Removed: • knowingly encouraging or directing others to violate any of CHS's policies prohibiting discrimination and harassment (whether sexual or otherwise);
+Added: • Knowingly encouraging or directing others to violate any CHS policies prohibiting discrimination and harassment (whether sexual or otherwise);
• Failing to cooperate with CHS in the investigation of any potential violations of the Code of Conduct or other applicable policies.
5 unchanged sentences
Debertin is entitled to, among other things:
−Removed: • an 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;
−Removed: • a 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;
−Removed: • a target long-term incentive compensation award opportunity of 3.0x 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.
+Added: • 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;
+Added: • 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;
+Added: • Target ELTIP award opportunity of 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.
5 unchanged sentences
Debertin the following for ELTIP awards for the 2024-2026 performance period (and any ELTIP performance period thereafter):
−Removed: • a 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;
−Removed: Debertin's employment ends due to death or permanent disability (as defined in our ELTIP) or if he is employed for at least 6 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.
+Added: • 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;
+Added: Debertin's employment ends due to death or permanent disability (as defined in our ELTIP) or if he is employed for at least six 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.
3 unchanged sentences
The Nelligan Letter Agreement provides that Ms.
−Removed: Nelligan's initial target award for purposes of the Annual Variable Pay Plan will be equal to 1.15x her annual base salary on August 31 of each year.
+Added: Nelligan's target award for purposes of the Annual Variable Pay Plan will be no less 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.
4 unchanged sentences
Smith with an initial annual base salary of $570,000 and a hiring bonus in the gross amount of $1,500,000 ("Hiring Bonus").
−Removed: 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.
+Added: The Smith Letter Agreement provides for the payment of the Hiring Bonus in three installments of $400,000 paid in previous years and a final installment of $300,000 paid in 2024.
The Smith Letter Agreement provides that Mr.
−Removed: Smith's initial target award for purposes of the Annual Variable Pay Plan will be equal to 1.15x his annual base salary on August 31 of each year.
−Removed: The Smith Letter Agreement also provides that Mr.
+Added: Smith's target award for purposes of the Annual Variable Pay Plan will be no less than 1.15x his annual base salary on August 31 of each year.
+Added: The Smith Letter Agreement 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.
35 unchanged sentences
(1) Includes hiring bonus payments to Mr.
−Removed: Smith of $400,000 in 2022, $400,000 in 2023 and $300,000 in 2024.
−Removed: (2) Amounts include retention awards earned in fiscal 2022, annual variable pay awards and long-term incentive awards.
−Removed: The Board of Directors approved a retention award for certain senior officers, including each of the Named Executive Officers who were both active participants in the 2016-2018 ELTIP and active employees on the date the retention award was approved.
−Removed: Pursuant to its original terms, the retention award would generally be earned only if the participant continued active employment through January 1, 2021.
−Removed: In November 2020, our 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, 2022.
−Removed: The actual retention award value was distributed as follows in fiscal 2022:
−Removed: Debertin, $1,768,125, Mr.
−Removed: Hunhoff, $371,000 and Mr.
−Removed: Griffith, $180,400.
−Removed: Nelligan and Mr.
−Removed: Smith were not active participants in the 2016-2018 ELTIP or actively employed by us on the date the retention award was approved, they were not granted a retention award.
+Added: Smith of $400,000 in 2023 and $300,000 in 2024.
+Added: (2) Amounts include annual variable pay awards and long-term incentive awards.
T he actual annual variable pay award value was a s follows in fiscal 2 025, 2024 and 2023, respectively:
18 unchanged sentences
Griffith, $259,824, $364,125 and $228,368.
−Removed: 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 2025, 2024 and 2023, respectively:
−Removed: $0, $135,568 and $327,432;
+Added: Debertin, $0, $0 and $135,568;
Nelligan, $0, $0 and $11,113;
14 unchanged sentences
Griffith, $18,065.
−Removed: (6) For fiscal 2024, includes executive LTD, travel accident insurance, executive physical, financial planning, commemorative gift and companion travel for Mr.
−Removed: (7) For fiscal 2024, includes executive LTD, travel accident insurance, executive physical, financial planning and wellness program incentive for Ms.
−Removed: (8) For fiscal 2024, includes executive LTD, travel accident insurance and wellness program incentive for Mr.
−Removed: (9) For fiscal 2024, includes executive LTD, travel accident insurance, executive physical, financial planning, wellness program incentive, and companion travel for Mr.
−Removed: (10) For fiscal 2024, includes executive LTD, travel accident insurance, executive physical, financial planning, wellness program incentive and companion travel for Mr.
+Added: (6) For fiscal 2025 includes $47,485 in expenses paid to enhance the security of his primary residence;
+Added: also includes executive LTD, travel accident insurance, executive physical, reimbursement of participation fee for spouse executive physical, financial planning, companion travel and cybersecurity benefit for Mr.
+Added: (7) For fiscal 2025 includes executive LTD, travel accident insurance, wellness program incentive and cybersecurity benefit for Ms.
+Added: (8) For fiscal 2025 includes executive LTD, travel accident insurance, financial planning, wellness program incentive and cybersecurity benefit for Mr.
+Added: (9) For fiscal 2025 includes executive LTD, travel accident insurance, executive physical, financial planning, wellness program incentive, companion travel, and cybersecurity benefit for Mr.
+Added: (10) For fiscal 2025 includes executive LTD, travel accident insurance, executive physical, financial planning, wellness program incentive and cybersecurity benefit for Mr.
2025 Grants of Plan-Based Awards
4 unchanged sentences
8/31/2025 (2)
+Added: 3,625,000 7,250,000 14,500,000
Olivia Nelligan
2 unchanged sentences
8/31/2025 (4)
+Added: 433,125 866,250 3,465,000
Brandon Smith
2 unchanged sentences
8/31/2025 (4)
+Added: 394,982 789,964 3,159,855
Darin Hunhoff
2 unchanged sentences
8/31/2025 (4)
+Added: 392,945 785,890 3,143,560
John Griffith
2 unchanged sentences
8/31/2025 (4)
+Added: 390,000 780,000 3,120,000
(1) Represents range of possible awards under our fiscal 2025 Annual Variable Pay Plan for Mr.
4 unchanged sentences
4, including ELTIP target award opportunity at 5.0x base salary.
−Removed: Awards are measured over a three-year period and vest over an additional 28-month period.
(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.
1 unchanged sentence
Values include ELTIP target award opportunity at 1.25x base salary.
−Removed: Awards are measured over a three- year period and vest over an additional 28-month period.
−Removed: 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.
+Added: The material terms of annual variable pay and long-term incentive awards that are disclosed in the above table are described under "Compensation Discussion and Analysis" above.
2025 Pension Benefits
14 unchanged sentences
Darin Hunhoff (2)
−Removed: Executive Vice President, Energy Pension Plan
+Added: Executive Vice President, Energy
33.2500 909,508
4 unchanged sentences
24.1667 1,251,287
−Removed: Debertin and Mr.
+Added: Debertin is eligible for normal retirement in both the Pension Plan and the SERP.
+Added: Hunhoff and Mr.
Griffith are eligible for early retirement in both the Pension Plan and the SERP.
3 unchanged sentences
• A discount rate of 5.48% for the Pension Plan and 4.92% for the SERP;
−Removed: • each Named Executive Officer is assumed to retire at the earliest retirement age at which unreduced benefits are available (age 65).
+Added: • Each Named Executive Officer is assumed to retire at age 65.
The early retirement benefit under the cash balance plan formula is equal to the participant’s account balance;
1 unchanged sentence
SERP benefits are payable as a lump sum.
−Removed: 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.
−Removed: Other annuity forms are also available on an actuarial equivalent basis.
−Removed: 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.
14 unchanged sentences
(3) Includes aggregate earnings on Named Executive Officer Deferred Compensation Plan accounts from September 1, 2024, through August 31, 2025, which are not required to be reported as compensation in the Summary Compensation Table.
−Removed: Deferred Compensation Plan earnings are based on investment elections made by the Named Executive Officer from thirteen market-based notional investments and a fixed rate fund.
+Added: Deferred Compensation Plan earnings are based on investment elections made by the Named Executive Officer from 13 market-based notional investments and a fixed rate fund.
The investment returns for fiscal 2025 were as follows:
23 unchanged sentences
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:
−Removed: • The annual incentive compensation Mr.
+Added: • 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.
11 unchanged sentences
Griffith we re 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.
+Added: Also, according to the terms of the Annual Variable Pay Plan, Mr.
+Added: Hunhoff and Mr.
+Added: Griffith would receive prorated annual variable pay in the event their positions are eliminated.
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 2025 is as follows:
14 unchanged sentences
(3) Assumes an annual variable pay award at target performance for the entire fiscal year.
−Removed: There are no other severance benefits offered to our Named Executive Officers, except for up to 12 months of career transition services and government mandated benefits such as COBRA.
+Added: No other severance benefits are offered to our Named Executive Officers, except 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.
−Removed: 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.
+Added: Named Executive Officers not covered by employment agreements are not offered 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.
4 unchanged sentences
• 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 $ 79,563 .
−Removed: 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.
+Added: This calculation includes a reasonable assumption regarding the median employee's achievement of individual performance 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 $13,341,966.
• The ratio of the annual total compensation of our CEO to the median employee was 168:1.
−Removed: A new median employee was selected for 2024.
−Removed: We identified our median employee as of June 1, 2024 by analyzing the regular, bonus and overtime wages (or their equivalents) paid in the prior 12 months for the entire employee population excluding the CEO and certain international employees as permitted by the SEC de minimus exclusion rule (details below).
−Removed: We changed to this process of using the entire population instead of using a statistical sampling methodology because we believe it is a more accurate approach to identifying the median employee.
−Removed: As of June 1, 2024, our employee population consisted of approximately 10,662 individuals, 9,872 of whom were located in the United States and 790 of whom were located outside of the United States.
−Removed: This population consisted of our full-time, part-time, temporary and seasonal employees.
−Removed: From this population, we excluded 363 individuals who were located in the following countries:
−Removed: Argentina (49), Bulgaria (5), Canada (5), China (32), Hungary (18), Italy (5), Mexico (3), Romania (122), Serbia (6), Singapore (18), South Korea (3), Spain (34), Switzerland (19), Taiwan (3), Ukraine (28) and Uruguay (13).
−Removed: Excluding these employees, our employee population that was used to determine the median employee consisted of 10,299 individuals.
+Added: Instruction 2 to Item 402(u) of Regulation S-K requires identification of a median employee only once every three years, provided that there were no changes to our employee population or employee compensation arrangement that we reasonably believe would significantly affect our pay ratio disclosure.
+Added: Accordingly, we used the same median employee identified as of June 1, 2024, since we believe that there were no significant changes to our employee population or the employee compensation program that would significantly impact our fiscal 2025 pay ratio.
+Added: Similarly, there were no significant changes to the median employee’s compensation arrangements during the fiscal year that would significantly impact the pay ratio disclosure.
+Added: For more detail on how we identified the median employee, please refer to the pay ratio disclosure in our Form 10-K for fiscal year ended August 31, 2024.
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.
−Removed: 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.
+Added: 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 calculation of the ratio.
Director Compensation
Our Board of Directors met seven times during the fiscal year ended August 31, 2025.
−Removed: Each director (other than the chair of the Board) is a member of two Board committees.
+Added: Each director (other than the Board chair) is a member of two Board committees.
At a minimum, each Board committee meets during each of the Board's five regular meetings.
+Added: Changes to director compensation beginning January 1, 2025
+Added: The Board engaged a third-party consultant, Pay Governance, to conduct a benchmarking study of our peers and advise on potential changes to our director compensation program.
+Added: Based on the comprehensive analysis and recommendations, the Board approved the following changes to director compensation effective January 1, 2025:
+Added: • Increase annual retainer
+Added: • Increase per diem meeting fees
+Added: • Increase committee and board leadership premiums
+Added: • Replace director retirement contribution with performance-based compensation to eliminate the guaranteed threshold contribution amount and better align a portion of director compensation with the interests of member-owners and other CHS stakeholders and to provide CHS directors some directional pay similarities to stock-based awards granted to directors at public companies.
+Added: In addition to the changes described above, the Board approved elimination of health insurance and other benefits for directors and their dependents effective December 31, 2024.
+Added: Elimination of benefits from the director compensation package better aligns to market practices.
+Added: The annual retainer and other pay elements, as listed above, were increased to maintain a competitive total pay package.
For fiscal 2025, each non-employee director was provided compensation as follows:
−Removed: • a monthly retainer equivalent to $93,700 per year 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;
−Removed: • actual expenses and a travel allowance;
−Removed: • additional 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;
−Removed: • a 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;
−Removed: • a meeting fee of $250 for conference calls or other short virtual meetings other than regular Board meetings.
−Removed: The number of days spent at meetings other than regular Board meetings and the CHS Annual Meeting may not exceed 55 days annually for purposes of the per diem meeting fee, except that the chair of the Board is exempt from this limit.
+Added: Compensation component
+Added: September 1, 2024, through
+Added: December 31, 2024
+Added: From January 1, 2025, forward
+Added: Annual retainer, paid in monthly payments
+Added: Equivalent to $98,500 per year, paid in 12 monthly installments of $8,208.33
+Added: Equivalent to $137,500 per year, paid in 12 monthly installments of $11,458.33
+Added: Additional annual compensation for board leadership, as applicable, paid in monthly payments
+Added: Paid monthly:
+Added: $24,000 annual for the chair,
+Added: $9,000 annual for the first vice chair and secretary-treasurer,
+Added: $9,000 annual for all Board committee chairs, and
+Added: $6,000 annual for members of the Executive Committee who are not eligible for other premiums
+Added: Paid monthly:
+Added: $30,000 annual for the chair,
+Added: $10,000 annual for the first vice chair and secretary-treasurer,
+Added: $10,000 annual for all Board committee chairs, and
+Added: $6,000 annual for members of the Executive Committee who are not eligible for other premiums
+Added: 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
+Added: Meeting fee for conference calls or other short virtual meetings other than regular Board meetings
+Added: $250/partial day
+Added: $300/partial day
+Added: 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
+Added: The number of days spent at meetings other than regular Board meetings and the CHS 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.
−Removed: The non-employee director compensation package was determined based on the market analysis of director compensation conducted for the Governance Committee by Mercer (U.S.), a global compensation consulting firm, in fiscal 2019.
−Removed: Each year thereafter, market updates have been provided by Mercer, and annual adjustments have been considered.
−Removed: Effective as of January 1, 2024, our Board of Directors approved increasing annual director compensation from $93,700 to $98,500, increasing the first vice chair and secretary-treasurer additional annual compensation from $6,000 to $9,000 and increasing the additional annual compensation for members of the Executive Committee who are not eligible for other premiums from $3,000 to $6,000.
−Removed: Further, directors are eligible to participate in the Deferred Compensation Plan.
−Removed: Other than direct contributions, 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.
+Added: For performance periods beginning with fiscal 2025 and beyond, the Board approved a new performance-based compensation plan for directors.
+Added: This performance-based compensation plan replaces the director retirement contribution described below in the Director Deferred Compensation Plan section.
+Added: The directors' performance-based compensation plan provides the opportunity for a director to receive compensation 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-year performance period.
−Removed: Deferred Compensation Plan credits are based on ROIC performance results, as detailed on the following pages.
The amounts paid to our Board of Directors are subject to the Recovery Policy.
Director Retirement and Health Care Benefits
−Removed: Members of our Board of Directors were eligible for certain retirement and health care benefits in fiscal 2024 based on their election date.
−Removed: 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.
+Added: Members of our Board of Directors were eligible for certain retirement and health care benefits through December 31, 2024, based on their election date.
+Added: 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:
4 unchanged sentences
Retirement benefits are funded by a rabbi trust, with a balance of $7.1 million as of August 31, 2025.
−Removed: Directors and their eligible dependents were eligible to participate in our medical, dental and vision plans in fiscal 2024.
−Removed: We paid 100% of the premium for each director and their eligible dependents while the director was actively serving on
+Added: Directors and their eligible dependents were eligible to participate in our medical, dental and vision plans through December 31, 2024.
+Added: 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.
+Added: 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
4 unchanged sentences
Clemensen, Mr.
−Removed: Erickson, Mr.
+Added: Edgington, Mr.
Johnsrud, Mr.
−Removed: Meyer and Mr.
−Removed: In addition to any voluntary director deferrals, the company may also credit a retirement contribution to each director's Deferred Compensation Plan.
−Removed: The fiscal 2024 credit to each director's retirement plan account was based on the following ROIC performance goals for fiscal years 2022-2024:
+Added: 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.
+Added: The fiscal 2025 credit to each director's retirement plan account was based on the following ROIC performance goals for the performance period spanning fiscal years 2023-2025:
Performance Level Amount Credited* CHS Three-Year ROIC Goal
1 unchanged sentence
$100,000 12.0%
+Added: $50,000 10.0%
*The amount credited for the fiscal 2023-2025 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.
−Removed: Actual ROIC performance for the fiscal 2022-2024 performance period was 13.9% and, accordingly, $100,000 was credited for fiscal 2024 to each director's retirement plan account under the Deferred Compensation Plan, except $66,667 was credited for newly elected director Mr.
−Removed: Rossman and $8,333 was credited for former director Mr.
−Removed: This amount is reflected in the Director Compensation table.
+Added: Actual ROIC performance for the fiscal 2023-2025 performance period was 10.35% and, accordingly, $58,753 (approximately 2 .35x target amount) was credited for fiscal 2025 to each director's retirement plan account under the Deferred Compensation Plan, except $39,168 was credited for newly elected directors Mr.
+Added: Edgington and Mr.
+Added: Sherven, and $8,333 was credited for former directors Mr.
+Added: Fr itel and Mr.
+Added: These amounts are reflected in the Director Compensation table.
Upon leaving our Board of Directors during fiscal 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.
−Removed: Directors who joined our Board of Directors during fiscal 2024 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.
+Added: Directors who joined our Board of Directors during fiscal 2025 received credit for that partial fiscal year based on the actual ROIC performance for the
+Added: performance period 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.
Benefits are funded in a rabbi trust.
2 unchanged sentences
Name Fees Earned or Paid in Cash (1) Change in Pension Value and Nonqualified Deferred Compensation Earnings (2) All Other Compensation (3) Total
+Added: Alan Holm $162,917 $— $66,245 $229,162
+Added: Anthony Rossman 149,000 — 69,293 218,293
+Added: Chris Edgington 105,925 — 39,687 145,612
+Added: Clinton Blew 165,167 — 69,293 234,460
+Added: Cortney Wagner 139,400 — 59,397 198,797
+Added: Daniel Schurr 171,900 — 66,250 238,150
David Beckman 153,600 — 66,256 219,856
−Removed: Blew 143,900 2,198 129,659 275,757
+Added: David Kayser 139,267 — 70,459 209,726
Hal Clemensen 152,167 — 66,314 218,481
−Removed: Scott Cordes 128,150 — 100,670 228,820
+Added: Jerrad Stroh 152,650 — 69,814 222,464
+Added: Kevin Throener 157,567 — 69,408 226,975
Jon Erickson 147,350 — 66,452 213,802
Mark Farrell 136,800 — 60,342 197,142
+Added: Russell Kehl 156,867 — 68,685 225,552
+Added: Scott Cordes 148,750 — 59,536 208,286
+Added: Tracy Jones 145,567 — 67,098 212,665
+Added: Trent Sherven 120,675 — 39,811 160,486
Steve Fritel 40,083 — 32,251 72,334
−Removed: Alan Holm 127,400 — 120,630 248,030
David Johnsrud 37,833 — 9,007 46,840
−Removed: Tracy Jones 127,900 — 126,547 254,447
−Removed: David Kayser 113,650 2,473 129,869 245,992
−Removed: Russell Kehl 136,150 — 127,875 264,025
−Removed: Perry Meyer 36,733 — 15,129 51,862
−Removed: Anthony Rossman 93,975 — 86,725 180,700
−Removed: Daniel Schurr 149,900 17,699 122,721 290,320
−Removed: Jerrad Stroh 126,400 — 130,201 256,601
−Removed: Kevin Throener 129,650 — 129,879 259,529
−Removed: Cortney Wagner 125,733 — 100,399 226,132
(1) Of this amount, the following directors deferred the succeeding amounts to the Deferred Compensation Plan:
1 unchanged sentence
Clemensen, $28,000;
−Removed: Erickson, $8,000;
+Added: Edgington, $23,100;
Fritel, $23,400;
1 unchanged sentence
Kehl, $34,000;
−Removed: Meyer, $4,000;
Throener, $12,000.
(2) This column represents both changes in pension value and above-market earnings on deferred compensation.
−Removed: 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.
+Added: Change in pension value is the aggregate change in the actuarial present value of the director's benefit under their 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.
2 unchanged sentences
Blew, $(291);
−Removed: Fritel, $1,988;
Kayser, $(8,063);
Schurr, $(4,651);
+Added: Fritel, $(12,051).
+Added: Negative values are not reflected in the sum reported in this column.
Above-market earnings represent earnings exceeding 120% of the Federal Reserve long-term rate on applicable funds as determined by the IRS.
No directors had above-market earnings during fiscal 2025.
−Removed: (3) All other compensation includes health insurance premiums, travel accident insurance and related companion travel expenses for trips made with a director on CHS business.
+Added: (3) All other compensation includes health insurance premiums through December 31, 2024, travel accident insurance and related 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.
−Removed: The health insurance premiums paid were less than $25,000 for each director, other than Mr.
−Removed: Stroh and Mr.
−Removed: Throener, for whom we paid health insurance premiums of $29,260, $26,148, $29,260, $27,476, $29,260 and $29,260, respectively.
−Removed: All other compensation also includes fiscal 2024 director retirement plan Deferred Compensation Plan contributions of $100,000 for each director, except for newly elected director Mr.
−Removed: Rossman, $66,667;
−Removed: and for former director, Mr.
−Removed: Meyer, $8,333.
+Added: All other compensation also includes fiscal 2025 director retirement contributions to the Deferred Compensation Plan of $58,753 for each director, except for newly elected directors Mr.
+Added: Edgington and Mr.
+Added: Sherven, $39,168;
+Added: and for former directors, Mr.
+Added: Fritel and Mr.
+Added: Johnsrud, $8,333.
+Added: All other compensation also includes director retirement payment of $15,500 for Mr.
+Added: Fritel from the director defined benefit retirement plan (explained above for directors elected prior to September 1, 2011).
Compensation Committee Interlocks and Insider Participation
2 unchanged sentences
During fiscal 2025, the members of the Executive Committee were Messrs.
−Removed: Schurr (chair), Blew (first vice chair), Cordes (second vice chair), Holm and Kehl, and the members of the Governance Committee were Mr.
−Removed: Jones (chair), Mr.
−Removed: Kehl (vice chair), and Messrs.
−Removed: Blew, Cordes, Farrell and Kayser.
−Removed: During fiscal 2024, 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
−Removed: that had any executive officer who also served on the Executive Committee, the Governance Committee or our Board of Directors.
+Added: Schurr (chair), Blew (first vice chair), Cordes (second vice chair), Holm and Kehl, and the members of the Governance Committee were Messrs.
+Added: Jones (chair), Kehl (vice chair), Blew, Cordes, Farrell and Kayser.
+Added: 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.
1 unchanged sentence
See Item 13, Certain Relationships and Related Transactions, and Director Independence , of this Annual Report on Form 10-K for directors, including Messrs.
−Removed: Cordes, Clemensen, Erickson, Fritel, Johnsrud, Jones, Kayser, Kehl, Rossman, Throener and Schurr who were a party to related-person transactions.
+Added: 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
18 unchanged sentences
Scott Cordes (3)
+Added: Christopher Edgington — * — *
Jon Erickson — * — *
Mark Farrell 3,000 * — *
−Removed: Steven Fritel — * — *
Alan Holm — * — *
−Removed: David Johnsrud — * 1,650 *
Tracy Jones — * — *
3 unchanged sentences
Daniel Schurr — * — *
+Added: Trent Sherven — * — *
Jerrad Stroh — * — *
22 unchanged sentences
Scott Cordes $ 213,900 $ 2
−Removed: Jon Erickson 422,186 5,083
+Added: Chris Edgington 2,508,062 8,239
+Added: Steve Fritel 299,172 519
David Johnsrud 2,474,385 28,027
2 unchanged sentences
Russell Kehl 15,452,990 42,328
−Removed: Perry Meyer 588,041 2,334
Anthony Rossman 1,874,348 7,559
Kevin Throener 1,808,674 25,430
−Removed: Clemensen Farms, Inc., which is owned by our director Hal Clemensen, entered into two crop input loans with CHS Capital in November 2022 ("2022 Clemensen Loans") and one crop input loan in November 2023 ("2023 Clemensen Loan").
−Removed: The 2022 Clemensen Loans have an interest rate of 0% per annum, and mature in February 2025.
−Removed: The 2023 Clemensen Loan has an interest rate of 0% per annum and matures in February 2025.
−Removed: The largest aggregate amount of principal outstanding under the 2022 Clemensen Loans during the year ended August 31, 2024, was $148,902, and the balance on August 31, 2024, was $109,147.
−Removed: The largest aggregate amount of principal outstanding under the 2023 Clemensen Loan during the year ended August 31, 2024, and the balance outstanding on August 31, 2024, was $57,256.
−Removed: During the year ended August 31, 2024, no principal or interest was paid on the 2022 Clemensen Loans or the 2023 Clemensen Loan.
−Removed: Jones Farm Partnership, which is owned by our director Tracy Jones, entered into three 2024 crop inputs loans with CHS Capital in January 2024 ("Jones Loans").
−Removed: The Jones Loans accrue interest at the rates of 5.0%, 1.9% and 0% per annum, payable upon maturity in January 2025.
−Removed: The largest aggregate amount of principal outstanding under the Jones Loans during the year ended August 31, 2024, and the balance on August 31, 2024 was $804,852.
−Removed: During the year ended August 31, 2024, no principal or interest was paid on the Jones Loans.
−Removed: Our director David Kayser entered into a crop input loan with CHS Capital in December 2021 with a maturity date of January 2025 ("Kayser Loan").
−Removed: The Kayser Loan accrues interest at the rate of 1.9% per annum, payable upon maturity.
−Removed: The largest aggregate amount of principal outstanding under the Kayser Loan during the year ended August 31, 2024 and the balance on August 31, 2024, was $140,000.
−Removed: During the year ended August 31, 2024, no principal or interest was paid on the Kayser Loan.
−Removed: Kehl Farms, LLC, which is owned by our director Russell Kehl, entered into three 2024 crop inputs loans with CHS Capital in April 2024 with a maturity date of March 2025 ("Kehl Loans").
−Removed: The Kehl Loans accrue interest at the rates of 11.4%, 5.0% and 1.9% per annum.
−Removed: During the year ended August 31, 2024, $1,425 in interest was paid on the Kehl Loans.
−Removed: The largest aggregate amount of principal outstanding under the Kehl Loans during the year ended August 31, 2024, and the balance on August 31, 2024, was $6,848,732.
−Removed: In December 2021, our director Kevin Throener entered into two crop inputs loans with CHS Capital with a maturity date in December 2024 ("Throener Loans").
−Removed: The Throener Loans accrue interest at the rates of 1.9% per annum.
−Removed: The largest aggregate amount of principal outstanding under the Throener Loan during the year ended August 31, 2024, and the balance on August 31, 2024, was $250,000.
−Removed: During the year ended August 31, 2024, no principal or interest was paid on the Throener Loans.
+Added: Trent Sherven 2,344,240 17,415
+Added: Clemensen Farms, Inc., which is owned by our director Hal Clemensen, had crop input loans with CHS Capital ("Clemensen Loans”) during the year ended August 31, 2025.
+Added: The Clemensen Loans have interest rates ranging from 0.0% per annum to 8.75% per annum, and mature in February 2026.
+Added: The largest aggregate amount of principal outstanding under the Clemensen Loans during the year ended August 31, 2025 was $210,424, which was also the outstanding balance on August 31, 2025.
+Added: During the year ended August 31, 2025, principal payments of $166,403 were made, all of which related to loans originated for the 2024 crop year.
+Added: No interest payments were made during the year ended August 31, 2025.
+Added: Jones Farm Partnership, which is owned by our director Tracy Jones, had crop input loans with CHS Capital ("Jones Loans") during the year ended August 31, 2025.
+Added: The Jones Loans have interest rates ranging from 1.9% per annum to 4.25% per annum, and mature in January 2026.
+Added: The largest aggregate amount of principal outstanding under the Jones Loans during the year ended August 31, 2025 was $805,009, and the balance on August 31, 2025 was $721,530.
+Added: During the year ended August 31, 2025, principal payments of $805,009 and interest payments of $20,163 were made, all of which related to loans originated for the 2024 crop year.
+Added: Our director David Kayser had a crop input loan with CHS Capital ("Kayser Loan") during the year ended August 31, 2025.
+Added: The Kayser Loan has an interest rate of 1.9% per annum, and matures in January 2026.
+Added: The largest aggregate amount of principal outstanding under the Kayser Loan during the year ended August 31, 2025 was $140,000, and the balance on August 31, 2025 was $100,000.
+Added: During the year ended August 31, 2025, principal payments of $140,000 and interest payments of $2,179 were made, all of which related to loans originated for the 2024 crop year.
+Added: Kehl Farms, LLC, which is owned by our director Russell Kehl, had crop input loans with CHS Capital ("Kehl Loans") during the year ended August 31, 2025.
+Added: The Kehl Loans have interest rates ranging from 1.9% per annum to of 10.7% per annum, and mature in March 2026.
+Added: The largest aggregate amount of principal outstanding under the Kehl Loans during the year ended August 31, 2025 was $7,682,122, which was also the outstanding balance on August 31, 2025.
+Added: During the year ended August 31, 2025, principal payments of $7,196,701 and interest payments of $439,802 were made, all of which related to loans originated for the 2024 crop year.
+Added: Our director Anthony Rossman had a crop input loan with CHS Capital (“Rossman Loan”) during the year ended August 31, 2025.
+Added: The Rossman Loan has an interest rate of 1.9% per annum, and matures in January 2026.
+Added: The largest aggregate amount of principal outstanding under the Rossman Loan during the year ended August 31, 2025 was $337,937, and the balance on August 31, 2025 was $316,922.
+Added: During the year ended August 31, 2025, principal payments of $36,267 and interest payments of $2,265 were made, all of which related to loans originated for the 2024 and 2025 crop years.
+Added: Our director Kevin Throener had crop input loans with CHS Capital ("Throener Loans") during the year ended August 31, 2025.
+Added: The Throener Loans have interest rates ranging from 1.9% per annum to 4.25% per annum, and mature in January 2026.
+Added: The largest aggregate amount of principal outstanding under the Throener Loans during the year ended August 31, 2025 was $366,284, which was also the outstanding balance on August 31, 2025.
+Added: During the year ended August 31, 2025, principal payments of $250,000 and interest payments of $2,077 were made, all of which related to loans originated for the 2024 crop year.
+Added: Our director Trent Sherven had a crop input loan with CHS Capital (“Sherven Loan”) during the year ended August 31, 2025.
+Added: The Sherven Loan has an interest rate of 2.7% per annum, and matures in January 2026.
+Added: The largest aggregate amount of principal outstanding under the Sherven Loan during the year ended August 31, 2025 was $165,359, and the balance on August 31, 2025, was $140,163.
+Added: During the year ended August 31, 2025, principal payments of $165,359 and interest payments of $4,397 were made, all of which related to loans originated for the 2024 crop year.
The terms of these financing arrangements were provided pursuant to financing programs widely available to our qualified customers.
17 unchanged sentences
Neither the Board of Directors nor management of CHS participates in the nomination process.
−Removed: Accordingly, we have no nominating committee.
−Removed: The following directors satisfy the definition of director independence set forth in the rules of The Nasdaq:
+Added: Accordingly, for fiscal year 2025, we had no nominating committee.
+Added: Please see Part III of Item 10 for further detail regarding our newly established Nominating Committee.
+Added: The following directors satisfy the definition of director independence set forth in the rules of Nasdaq:
Independent Directors
−Removed: David Beckman Steve Fritel Daniel Schurr
−Removed: Blew Alan Holm Jerrad Stroh
−Removed: Hal Clemensen David Kayser Kevin Throener
−Removed: Jon Erickson Russell Kehl Cortney Wagner
−Removed: Mark Farrell Anthony Rossman
−Removed: Further, although we do not need to rely upon an exemption for the Board of Directors as a whole, we are exempt pursuant to The Nasdaq rules from The Nasdaq director independence requirements as they relate to the makeup of the Board of Directors as a whole and the makeup of the committee performing the functions of a compensation committee.
−Removed: The Nasdaq exemption applies to cooperatives that are structured to comply with relevant state law and federal tax law and that do not have a publicly traded class of common stock.
+Added: David Beckman Alan Holm Trent Sherven
+Added: Blew David Kayser Jerrad Stroh
+Added: Hal Clemensen Russell Kehl Kevin Throener
+Added: Jon Erickson Anthony Rossman Cortney Wagner
+Added: Mark Farrell Daniel Schurr
+Added: Further, although we do not need to rely upon an exemption for the Board of Directors as a whole, we are exempt pursuant to Nasdaq rules from Nasdaq director independence requirements as they relate to the makeup of the Board of Directors as a whole and the makeup of the committee performing the functions of a compensation committee.
+Added: exemption applies to cooperatives that are structured to comply with relevant state law and federal tax law and that do not have a publicly traded class of common stock.
All of the members of our Audit Committee are independent.
−Removed: All of the members of our Governance Committee and Executive Committee (the committees of our Board of Directors that perform the equivalent functions of a compensation committee) are independent other than Mr.
+Added: All members of our Governance Committee and Executive Committee (the committees of our Board of Directors that perform the equivalent functions of a compensation committee) are independent other than Mr.
Cordes and Mr.
22 unchanged sentences
(1) Includes fees for audit of annual financial statements and reviews of the related quarterly financial statements and certain statutory audits.
−Removed: (2) Includes fees for employee benefit plan audits, due diligence on acquisitions and internal control and system audit procedures.
+Added: (2) Includes fees for agreed-upon and audit procedures for regulatory filings, greenhouse gas limited assurance and internal control and system audit procedures.
(3) Includes fees related to tax compliance, tax advice and tax planning.
−Removed: (4) Includes fees related to other professional services performed.
+Added: (4) Includes fees for the annual license fee for accounting and disclosure software.
In accordance with the CHS Inc.
−Removed: Audit Committee Charter, as amended, our Audit Committee adopted the following policies and procedures for the approval of the engagement of an independent registered public accounting firm for audit, review or attest services and for preapproval of certain permissible nonaudit services, all to ensure auditor independence.
+Added: Audit Committee Charter, as amended, our Audit Committee adopted the following policies and procedures for approval of engagement of an independent registered public accounting firm for audit, review or attest services and for preapproval of certain permissible nonaudit services, all to ensure auditor independence.
Our independent registered public accounting firm will provide audit, review and attest services only at the direction of, and pursuant to engagement fees and terms approved by our Audit Committee.
103 unchanged sentences
Supplemental Executive Retirement Plan (2024 Restatement) .
+Added: (Incorporated by reference to our Form 10-K for the year ended August 31, 2024, filed November 6, 2024).
10.3 CHS Inc.
43 unchanged sentences
Deferred Compensation Plan Master Plan Document (2024 Restatement).
+Added: (Incorporated by reference to our Form 10-K for the year ended August 31, 2024, filed November 6, 2024).
+Added: 10.8A First Amendment of CHS Inc.
+Added: Deferred Compensation Plan (2024 Restatement).
+Added: (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2025, filed July 9, 2025).
10.9 Beneficiary Designation Form for the CHS Inc.
150 unchanged sentences
10.26F Fourteenth Amendment and Restated Receivables Purchase Agreement, dated as of August 28, 2024, by and among Cofina Funding, LLC, as seller, CHS Inc., as servicer.
+Added: (Incorporated by reference to our Form 10-K for the year ended August 31, 2024, filed November 6, 2024).
+Added: 10.26G Fifteenth Amendment and Restated Receivables Purchase Agreement, dated as of August 27, 2025, by and among Cofina Funding, LLC, as seller, CHS Inc., as servicer.
+Added: (*) ( ^)
10.27 Performance Guaranty, dated as of July 22, 2016, executed by CHS Inc.
36 unchanged sentences
and CHS Capital, LLC, as sellers, and CHS Inc., as agent for the sellers.
+Added: (Incorporated by reference to our Form 10-K for the year ended August 31, 2024, filed November 6, 2024).
+Added: 10.29C Amendment No.
+Added: 3 to Master Framework Agreement, dated as of August 27, 2025 (the "Framework Agreement"), by and among Coöperatieve Rabobank, U.A., New York Branch, a Dutch coöperatieve acting through its New York Branch, as buyer, CHS Inc.
+Added: and CHS Capital, LLC, as sellers, and CHS Inc., as agent for the sellers.
+Added: (*) ( ^)
10.30 1996 SIFMA Master Repurchase Agreement, dated as of September 4, 2018, between CHS Inc.
31 unchanged sentences
Incentive Compensation Recovery Policy.
+Added: (Incorporated by reference to our Form 10-K for the year ended August 31, 2024, filed November 6, 2024).
101.INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
7 unchanged sentences
(**) Portions of Exhibits 2.1 and 10.17 have been omitted pursuant to a confidential treatment order under the Exchange Act.
+Added: (^) Portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K.
(+) Indicates management contract or compensatory plan or arrangement.
18 unchanged sentences
Hal Clemensen
−Removed: David Johnsrud
+Added: Christopher Edgington
Anthony Rossman
+Added: Trent Sherven
Kevin Throener
90 unchanged sentences
Income before income taxes 614,772 1,097,787 2,007,779
−Removed: Income tax (benefit) expense ( 4,872 ) 107,655 132,116
+Added: Income tax expense (benefit) 16,777 ( 4,872 ) 107,655
Net income 597,995 1,102,659 1,900,124
55 unchanged sentences
Other, net 13 ( 9 ) ( 106 ) — — ( 2,852 ) 1,582 ( 1,372 )
−Removed: Net income (loss) — — — — — 1,900,438 ( 314 ) 1,900,124
+Added: Net income — — — — — 1,102,319 340 1,102,659
Other comprehensive loss, net of tax — — — — ( 31,147 ) — — ( 31,147 )
31 unchanged sentences
Provision for current expected credit losses 6,136 5,631 ( 15,624 )
−Removed: Gain/recovery on sale of business — 300 ( 13,083 )
Deferred taxes ( 38,744 ) ( 109,846 ) ( 6,429 )
10 unchanged sentences
Expenditures for major maintenance ( 271,380 ) ( 22,748 ) ( 217,413 )
−Removed: Proceeds from sale of business — 64 73,152
+Added: Proceeds from sale and maturity of investments 513,305 — —
Purchases of investments — ( 500,179 ) —
Changes in CHS Capital notes receivable, net ( 169,072 ) ( 100,184 ) ( 203,843 )
+Added: Business acquisitions, net of cash acquired ( 237,174 ) — —
Other investing activities, net ( 22,137 ) ( 15,533 ) 5,942
24 unchanged sentences
As a cooperative, CHS is owned by farmers and ranchers and member cooperatives ("members") across the United States.
−Removed: 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 ("The Nasdaq").
+Added: 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").
See Note 12, Equities , for more detailed information.
4 unchanged sentences
Basis of Presentation
−Removed: The consolidated financial statements include the accounts of CHS and all our subsidiaries and limited liability companies in which we have control.
+Added: The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.
+Added: GAAP") and include the accounts of CHS, all our subsidiaries and limited liability companies in which we have control.
The effects of all significant intercompany transactions have been eliminated.
−Removed: The notes to our consolidated financial statements refer to our Energy, Ag and Nitrogen Production reportable segments, as well as our Corporate and Other category, which represents an aggregation of individually immaterial operating segments.
+Added: The notes to our consolidated financial statements refer to our Energy, Ag, and Nitrogen Production reportable segments, as well as our Corporate and Other category, which represents an aggregation of individually immaterial operating segments and other business activities.
The Nitrogen Production reportable segment consists of our investment in CF Industries Nitrogen, LLC ("CF Nitrogen"), and allocated expenses.
1 unchanged sentence
Use of Estimates
−Removed: The preparation of financial statements in conformity with U.S.
−Removed: GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
+Added: Preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
We base our estimates on assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
18 unchanged sentences
Improvements to Reportable Segment Disclosures , which enhances the disclosures required for operating segments in our annual and interim consolidated financial statements.
−Removed: This ASU is effective on a retrospective basis for our annual reporting beginning in fiscal 2025 and for interim period reporting beginning in fiscal 2026.
−Removed: We are currently evaluating the impact of adopting this ASU on our consolidated financial statements.
+Added: This ASU was effective for our annual period ended on August 31, 2025, and has been applied retrospectively to all periods presented.
+Added: The adoption of this guidance did not have a material impact on our financial statements, although it did result in expanded reportable segment disclosures, which are included in Note 14, Segment Reporting .
+Added: Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
6 unchanged sentences
We are currently evaluating the impact of adopting this ASU on our consolidated financial statements.
+Added: In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software .
+Added: This ASU amends the criteria for recognizing and capitalizing costs related to internal-use software by replacing the previous project stage model with a principles-based framework.
+Added: Under this ASU, costs are capitalized when management has authorized and committed to funding a software project, and it is probable that the project will be completed and the software used as intended.
+Added: This ASU is effective for our annual reporting for fiscal 2029 on either a prospective, retrospective or modified prospective transition method.
+Added: We are currently evaluating the impact of adopting this ASU on our consolidated financial statements.
Note 2 Revenues
10 unchanged sentences
For the majority of our contracts with customers, control transfers to customers at a point in time when goods and/or services have been delivered, as that is generally when legal title, physical possession and risks and rewards of ownership of the goods and/or services transfer to the customer.
−Removed: In limited arrangements, control transfers over time as the customer simultaneously receives and consumes the benefits of the service as we complete our performance obligation(s).
+Added: In limited arrangements, control transfers over time as the customer simultaneously
+Added: receives and consumes the benefits of the service as we complete our performance obligation(s).
Revenue is recognized as the transaction price we expect to be entitled to in exchange for transferring goods or services to a customer, excluding amounts collected on behalf of third parties.
10 unchanged sentences
Disaggregation of Revenues
−Removed: The following table presents revenues recognized under ASC Topic 606, disaggregated by reportable segment, as well as the amount of revenues recognized under ASC Topic 815, Derivatives and Hedging ("ASC Topic 815"), and other applicable accounting guidance for the years ended August 31, 2024, 2023 and 2022.
+Added: The following table presents revenues recognized under ASC Topic 606, disaggregated by business, as well as the amount of revenues recognized under ASC Topic 815, Derivatives and Hedging ("ASC Topic 815"), and other applicable accounting guidance for the years ended August 31, 2025, 2024 and 2023.
Other applicable accounting guidance primarily includes revenues recognized under ASC Topic 470 and ASC Topic 842, Leases ("ASC Topic 842"), that fall outside the scope of ASC Topic 606.
Year ended August 31, 2025
−Removed: Reportable Segment* ASC Topic 606 ASC Topic 815 Other Guidance Total Revenues
+Added: ASC Topic 606 ASC Topic 815 Other Guidance Total Revenues
(Dollars in thousands)
4 unchanged sentences
Year ended August 31, 2024
−Removed: Reportable Segment* ASC Topic 606 ASC Topic 815 Other Guidance Total Revenues
+Added: ASC Topic 606 ASC Topic 815 Other Guidance Total Revenues
(Dollars in thousands)
4 unchanged sentences
Year ended August 31, 2023
−Removed: Reportable Segment* ASC Topic 606 ASC Topic 815 Other Guidance Total Revenues
+Added: ASC Topic 606 ASC Topic 815 Other Guidance Total Revenues
(Dollars in thousands)
3 unchanged sentences
Total revenues $ 18,830,814 $ 26,707,249 $ 51,941 $ 45,590,004
−Removed: *Our Nitrogen Production reportable segment represents an equity method investment that records earnings and allocated expenses but not revenues.
Less than 1% of revenues accounted for under ASC Topic 606 included within the table above are recorded over time and relate primarily to service contracts.
17 unchanged sentences
The allowance for expected credit losses is based on our best estimate of expected credit losses in existing receivable balances and is determined using historical write-off experience, adjusted for various industry and regional data and current expectations of future credit losses.
−Removed: Receivables from related parties are disclosed in Note 18, Related Party Transactions .
+Added: We have material receivables from related parties that are disclosed in Note 18, Related Party Transactions .
No third-party customer accounted for more than 10% of the total receivables balance as of August 31, 2025 or 2024.
5 unchanged sentences
Notes receivable from commercial borrowers are collateralized by various combinations of mortgages, personal property, accounts and notes receivable, inventories and assignments of certain regional cooperatives' capital stock.
−Removed: These loans are primarily originated in the states of Minnesota and North Dakota.
+Added: These loans are primarily originated in the states of Illinois, Minnesota, North Dakota, and Montana.
CHS Capital also has loans receivable from producer borrowers that are collateralized by various combinations of growing crops, livestock, inventories, accounts receivable, personal property and supplemental mortgages and are primarily originated in the same states as the commercial notes, as well as South Dakota.
1 unchanged sentence
The long-term notes receivable are included in other assets on our Consolidated Balance Sheets.
−Removed: As of August 31, 2024 and 2023, commercial notes represented 18 % and 15 %, respectively, and producer notes represented 82 % and 85 %, respectively, of total CHS Capital notes receivable.
+Added: As of August 31,
+Added: 2025 and 2024, commercial notes represented 24 % and 18 %, respectively, and producer notes represented 76 % and 82 %, respectively, of total CHS Capital notes receivable.
CHS Capital has commitments to extend credit to customers if there are no violations of any contractually established conditions.
6 unchanged sentences
Recoveries of previously charged off amounts increase the allowance for loan losses.
−Removed: No significant amounts of CHS Capital notes were past due as of August 31, 2024 or 2023, and the allowance for loan losses related to CHS Capital notes were no t material as of either date.
+Added: No significant amounts of CHS Capital notes were past due as of August 31, 2025 or 2024, and the allowance for loan losses related to CHS Capital notes were not material as of either date.
Interest Income
7 unchanged sentences
Concessions vary by program and borrower.
−Removed: Concessions may include interest rate reductions, term extensions, payment deferrals or the acceptance of additional collateral in lieu of payments.
+Added: Concessions may include interest rate reductions, term extensions, payment deferrals or acceptance of additional collateral in lieu of payments.
In limited circumstances, principal may be forgiven.
3 unchanged sentences
For the years ended August 31, 2025 and 2024, CHS Capital sold $ 48.8 million and $ 47.9 million of notes receivable, respectively, to various counterparties under a master participation agreement.
−Removed: The sales resulted in the removal of notes receivable from the Consolidated Balance Sheets.
+Added: The sales resulted in removal of notes receivable from the Consolidated Balance Sheets.
CHS Capital has no retained interests in the transferred notes receivable, other than collection and administrative services.
Proceeds from sales of notes receivable have been included in investing activities in the Consolidated Statements of Cash Flows.
−Removed: Fees received related to the servicing of notes receivable are recorded in other income in the Consolidated Statements of Operations.
+Added: Fees received related to servicing notes receivable are recorded in other income in the Consolidated Statements of Operations.
We consider the fees received adequate compensation for services rendered and, accordingly, have recorded no servicing asset or liability.
6 unchanged sentences
The financing is collateralized by future crops, land and physical assets of the farmers, carries a local market interest rate and settles when the farmer's crop is harvested and sold.
−Removed: No significant troubled debt restructurings occurred during the years ended August 31, 2024, 2023 and 2022, and no third-party customer or borrower accounted for more than 10% of the total receivables balance as of August 31, 2024 or 2023.
+Added: No significant troubled debt restructurings occurred during the
+Added: years ended August 31, 2025, 2024 and 2023, and no third-party customer or borrower accounted for more than 10% of the total receivables balance as of August 31, 2025 or 2024.
Note 4 Inventories
17 unchanged sentences
all other inventories of nongrain products purchased for resale are valued on the first-in, first-out ("FIFO") and average cost methods.
−Removed: As of August 31, 2024 and 2023, we valued approximately 18 % and 16 %, respectively, of inventories, primarily crude oil and refined fuels within our Energy segment, using the lower of cost, determined on the LIFO method, or net realizable value.
+Added: As of both August 31, 2025 and 2024, we valued approximately 18 % of inventories, primarily crude oil and refined fuels within our Energy segment, using the lower of cost, determined on the LIFO method, or net realizable value.
If the FIFO method of accounting had been used, inventories would have been higher than the reported amount by $ 361.1 million and $ 456.3 million as of August 31, 2025 and 2024, respectively.
12 unchanged sentences
Short-Term Investments
−Removed: Our short-term investments balance is comprised of time deposits with a maturity of greater than 90 days and less than 12 months at the date of acquisition.
+Added: Our short-term investments balance was comprised of time deposits with a maturity of greater than 90 days and less than 12 months at the date of acquisition.
Margin and Related Deposits
13 unchanged sentences
Ardent Mills, LLC 237,052 234,021
+Added: Producer Ag, LLC 46,507 15,274
Other equity method investments 361,171 338,139
2 unchanged sentences
Joint ventures and other investments in which we have significant ownership and influence but not control are accounted for in our consolidated financial statements using the equity method of accounting.
−Removed: Our significant equity method investments consist of CF Nitrogen and Ventura Foods, LLC ("Ventura Foods"), which are summarized below.
+Added: Our significant equity method investments consist of CF Nitrogen, Ventura Foods, LLC ("Ventura Foods"), Ardent Mills, LLC ("Ardent Mills"), and Producer Ag, LLC ("Producer Ag"), which are summarized below.
In addition to the recognition of our share of income from our equity method investments, our equity method investments are evaluated for indicators of other-than-temporary impairment on an ongoing basis in accordance with U.S.
6 unchanged sentences
Patronage dividends are recorded as a reduction to cost of goods sold at the time qualified written notices of allocation are received.
−Removed: Investments in debt and equity instruments are carried at amounts that approximate fair values.
We have a $ 2.5 billion investment in CF Nitrogen, a strategic venture with CF Industries Holdings, Inc.
2 unchanged sentences
Our purchases under the supply agreement are based on prevailing market prices and we receive semiannual cash distributions (in January and July of each year) from CF Nitrogen via our membership interest.
−Removed: These distributions are based on actual volumes purchased from CF Nitrogen under the strategic venture and will have the effect of reducing our investment to
−Removed: zero over 80 years on a straight-line basis.
+Added: These distributions are based on actual volumes purchased from CF Nitrogen under the strategic venture and will have the effect of reducing our investment to zero over 80 years on a straight-line basis.
We account for this investment using the hypothetical liquidation at book value method, recognizing our share of the earnings and losses of CF Nitrogen as equity income from investments in our Nitrogen Production segment based on our contractual claims on the entity's net assets pursuant to the liquidation provisions of the CF Nitrogen Limited Liability Company Agreement, adjusted for the semiannual cash distributions.
14 unchanged sentences
Ventura Foods
−Removed: We have a 50 % interest in Ventura Foods, a joint venture with Mitsui & Co., that produces and distributes edible oil-based products.
−Removed: We account for Ventura Foods as an equity method investment and our share of the results of Ventura Foods is included in Corporate and Other.
+Added: We have a 50 % interest in Ventura Foods, a joint venture with Mitsui & Co., Ltd., that produces and distributes edible oil-based products.
+Added: We account for Ventura Foods as an equity method investment, and our share of the results of this equity method investment is included in Corporate and Other.
The following tables provide aggregate summarized financial information for our equity method investment in Ventura Foods for balance sheets as of August 31, 2025 and 2024, and statements of operations for the 12 months ended August 31, 2025, 2024 and 2023:
11 unchanged sentences
140,644 108,021 203,136
+Added: Ardent Mills and Producer Ag
+Added: We have a 12 % interest in Ardent Mills, which is a joint venture with Cargill, Incorporated ("Cargill"), and Conagra Brands, Inc., and is the largest flour miller in the United States.
+Added: In addition, we have a noncontrolling interest of approximately 57 % in Producer Ag, a grain marketing joint venture with Mid-Kansas Cooperative ("MKC").
+Added: On October 10, 2025, we announced our mutual agreement with MKC to start the process of ending our joint venture in Producer Ag.
+Added: We account for Ardent Mills and Producer Ag as equity method investments.
+Added: Our share of the results of Ardent Mills is included in Corporate and Other and our share of the results of Producer Ag is included in our Ag segment.
+Added: The following tables provide aggregate summarized financial information for our equity method investments in Ardent Mills and Producer Ag for balance sheets as of August 31, 2025 and 2024, and statements of operations for the 12 months ended August 31, 2025, 2024 and 2023:
+Added: (Dollars in thousands)
+Added: Current assets $ 1,603,603 $ 1,691,684
+Added: Noncurrent assets 1,866,372 1,873,003
+Added: Current liabilities 920,154 1,004,793
+Added: Noncurrent liabilities 568,130 576,582
+Added: 2025 2024 2023
+Added: (Dollars in thousands)
+Added: Net sales $ 4,907,214 $ 5,069,558 $ 5,052,575
+Added: Gross profit 724,579 652,933 723,299
+Added: Net earnings 433,331 366,272 421,752
+Added: Earnings attributable to CHS Inc.
+Added: 86,560 59,867 51,633
Our investments in other equity method investees are not significant in relation to our consolidated financial statements, either individually or in the aggregate.
5 unchanged sentences
Machinery and equipment 8,750,348 8,223,650
−Removed: Office equipment and other 548,368 498,430
+Added: Computer software, office equipment and other 570,834 548,368
Construction in progress 853,263 859,039
3 unchanged sentences
Property, plant and equipment are stated at cost less accumulated depreciation and amortization.
−Removed: Depreciation and amortization are provided on the straight-line method by charges to operations at rates based on the expected useful lives of individual or groups of assets (generally 15 to 20 years for land improvements, 20 to 40 years for buildings, five to 20 years for machinery and equipment, and three to 10 years for office equipment and other).
+Added: Depreciation and amortization are provided on the straight-line method by charges to operations at rates based on the expected useful lives of individual or groups of assets (generally 15 to 20 years for land improvements;
+Added: 20 to 40 years for buildings;
+Added: five to 20 years for machinery and equipment;
+Added: and three to 10 years for computer software, office equipment and other).
Expenditures for maintenance and minor repairs and renewals are expensed.
2 unchanged sentences
Depreciation expense, including amortization of finance lease assets, for the years ended August 31, 2025, 2024 and 2023, was $ 546.6 million, $ 474.8 million and $ 457.9 million, respectively.
+Added: Included in the depreciation amount for the year ended August 31, 2025 is $ 21.4 million due to closure of our Superior, Wisconsin, grain facility and the shortening of its useful life.
Property, plant and equipment and other long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable in accordance with U.S.
3 unchanged sentences
An impairment loss would be measured as the amount by which the carrying value of the asset or asset group exceeds its fair value.
−Removed: No significant impairments were identified during fiscal 2024 , fiscal 2023 or fiscal 2022.
−Removed: We have asset retirement obligations with respect to certain of our refineries and other assets due to various legal obligations to clean and/or dispose of the component parts at the time they are retired.
−Removed: In most cases, these assets can be used for extended and indeterminate periods of time if they are properly maintained and/or upgraded.
−Removed: It is our practice and current intent to maintain refineries and related assets and to continue making improvements to those assets based on technological advances.
−Removed: As a result, we believe our refineries and related assets have indeterminate lives 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.
−Removed: When a date or range of dates can reasonably be estimated for the retirement of any component part of a refinery or other asset, we estimate the cost of performing the retirement activities and record a liability for the fair value of that future cost.
−Removed: 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.
−Removed: Based on our estimates of timing, cost and probability of removal, these obligations are not material.
+Added: No significant impairments were identified during fiscal years 2025 , 2024 or 2023.
+Added: We have other assets we may be obligated to dismantle at the end of the corresponding lease terms subject to the lessor's discretion for which we have recorded an asset retirement obligation.
+Added: Based on our estimates of the timing, cost and probability of removal, this obligation is not material.
Note 8 Other Assets
11 unchanged sentences
Total other assets $ 1,430,142 $ 1,047,970
−Removed: Goodwill and Other Intangible Assets
−Removed: Goodwill represents the excess of cost over the fair value of identifiable assets acquired.
−Removed: Goodwill is assessed for impairment on an annual basis as of July 31, either by first assessing qualitative factors to determine whether a quantitative goodwill impairment test is necessary or by proceeding directly to the quantitative test.
+Added: Goodwill represents the excess of cost over the fair value of identifiable assets and liabilities acquired in a business combination.
+Added: Goodwill is assessed for impairment on an annual basis in the fourth quarter, either by first assessing qualitative factors to determine whether a quantitative goodwill impairment test is necessary or by proceeding directly to the quantitative test.
The quantitative test may be required more frequently if triggering events or other circumstances occur that could indicate impairment.
Goodwill is assessed for impairment at the reporting unit level, which has been determined to be our operating segments or one level below our operating segments in certain instances.
−Removed: There were no changes in the net carrying amount of goodwill during fiscal 2024 or fiscal 2023.
No goodwill has been allocated to our Nitrogen Production segment, which consists of a single investment accounted for under the equity method of accounting and allocated expenses.
−Removed: No goodwill impairments were identified as a result of our annual goodwill analyses performed as of July 31, 2024, 2023 or 2022.
+Added: No goodwill impairments were identified as a result of our annual goodwill analyses performed during the fiscal years 2025, 2024 or 2023.
Management will continue to monitor the results and projected cash flows for each of our businesses to assess whether any reserves or impairments may be necessary in the future.
+Added: There were no changes in the net carrying amount of goodwill for the year ended August 31, 2024.
+Added: Changes in the net carrying amount of goodwill for the year ended August 31 , 2025 , by segment, are as follows:
+Added: Energy Ag Corporate
+Added: and Other Total
+Added: (Dollars in thousands)
+Added: Balances, August 31, 2024 $ 9,458 $ 159,944 $ 10,574 $ 179,976
+Added: Goodwill acquired during the period — 59,465 — 59,465
+Added: Balances, August 31, 2025 $ 9,458 $ 219,409 $ 10,574 $ 239,441
+Added: Goodwill of $ 59.5 million, acquired during the second quarter of fiscal 2025, was related to our acquisition of West Central Ag Services ("WCAS"), see Note 20, Acquisitions, for additional information related to the acquisition.
+Added: Other Intangible Assets
Intangible assets subject to amortization primarily include customer lists, trademarks and noncompete agreements and are amortized over their respective useful lives (ranging from two to 30 years).
9 unchanged sentences
Total intangible assets $ 159,940 $ ( 65,526 ) $ 94,414 $ 97,440 $ ( 55,335 ) $ 42,105
+Added: Intangible assets of $ 62.5 million, acquired during the second quarter of fiscal 2025, were related to our acquisition of WCAS, see Note 20, Acquisitions, for additional information related to the acquisition.
Intangible asset amortization expense for the years ended August 31, 2025, 2024 and 2023, was $ 10.1 million, $ 6.9 million and $ 6.7 million, respectively.
5 unchanged sentences
Activity related to capitalized major maintenance costs at our refineries for the years ended August 31, 2025, 2024 and 2023, is summarized below:
+Added: Beginning of Year Cost
Deferred Amortization Balance at
4 unchanged sentences
Within our Energy segment, major maintenance activities are regularly performed at our Laurel, Montana, and McPherson, Kansas, refineries.
−Removed: Major maintenance activities are the planned and required shutdowns of refinery processing units, which include replacement or overhaul of equipment that has experienced decreased efficiency in resource conversion.
+Added: Major maintenance activities are planned, require shutdowns of refinery processing units and include replacement or overhaul of equipment that has experienced decreased efficiency in resource conversion.
Because major maintenance activities are performed to extend the life, increase the capacity and/or improve the safety or efficiency of refinery processing assets, we follow the deferral method of accounting for major maintenance activities.
4 unchanged sentences
The deferral method also results in classification of related cash outflows as investing activities in our Consolidated Statements of Cash Flows, whereas expensing these costs as incurred would result in classifying the cash outflows as operating activities.
−Removed: Repair, maintenance and related labor costs are expensed as incurred and are included in operating cash flows.
+Added: Repair, maintenance and related labor costs not associated with major maintenance activities are expensed as incurred and are included in operating cash flows.
Note 9 Notes Payable and Long-Term Debt
11 unchanged sentences
The credit facility provides a committed amount of $ 2.8 billion that expires on April 21, 2028.
−Removed: There were no borrowings outstanding on this facility as of August 31, 2024.
+Added: There were $ 180.0 million borrowings outstanding on this facility as of August 31 , 2025 and no borrowings outstanding as of August 31, 2024.
We also maintain certain uncommitted bilateral facilities to support our working capital needs.
−Removed: In addition to our facilities referenced above, our international subsidiaries have lines of credit with $ 162.7 million outstanding as of August 31, 2024.
+Added: In addition to our facilities referenced above, our international subsidiaries have lines of credit with $ 329.5 million and $ 162.7 million outstanding as of August 31, 2025 and 2024, respectively.
CHS Capital Notes Payable
5 unchanged sentences
The Securitization Facility consists of a committed portion with a maximum availability of $ 850.0 million and an uncommitted portion with a maximum availability of $ 250.0 million.
−Removed: As of August 31, 2024, total availability under the Securitization Facility was $ 778.4 million, of which no amount was utilized.
+Added: As of August 31 , 2025 , total availability under the Securitization Facility was $ 802.6 million, of which $ 296.0 million amount was utilized.
+Added: As of August 31, 2024, no amount was utilized.
We also have a repurchase facility ("Repurchase Facility").
−Removed: Under the Repurchase Facility, we can obtain repurchase agreement financing up to $ 200.0 million for certain eligible receivables and notes receivables of the Originators.
−Removed: No balance was outstanding under the Repurchase Facility as of August 31, 2024.
+Added: Under the Repurchase Facility, we can obtain repurchase agreement financing for certain eligible receivables and notes receivables of the Originators.
+Added: As of August 31 , 2025 , maximum availability under the Repurchase Facility was $ 250.0 million of which $ 159.7 million was utilized.
+Added: As of August 31, 2024, no amount was utilized.
On August 27, 2025, we amended both the Securitization and Repurchase Facilities to extend the terms of the facilities to August 26, 2026.
1 unchanged sentence
The total commitments under the program were $ 100.0 million;
−Removed: however, no amounts were borrowed under these commitments as of August 31, 2024.
+Added: however, no amounts were borrowed under these commitments as of August 31, 2025 and 2024, respectively.
CHS Capital borrows funds under short-term notes issued as part of a surplus funds program.
Borrowings under this program are unsecured and are due upon demand.
−Removed: Borrowings under these notes totaled $ 143.7 million as of August 31, 2024.
+Added: Borrowings under these notes totaled $ 112.5 million and $ 143.7 million as of August 31, 2025 and 2024, respectively.
Long-Term Debt
−Removed: During the year ended August 31, 2024, we repaid approximately $ 366.1 million of long-term debt consisting of scheduled debt maturities and optional prepayments.
−Removed: On April 18, 2024, we entered into a Note Purchase Agreement to borrow $ 700.0 million of long-term debt in the form of notes;
−Removed: the funding of these notes took place on July 16, 2024.
+Added: We repaid approximately $ 331.6 million and $ 366.1 million, respectively, of long-term debt consisting of scheduled debt maturities and optional prepayments during the years ended August 31 , 2025 and 2024.
Amounts included in long-term debt on our Consolidated Balance Sheets as of August 31, 2025 and 2024, are presented in the table below:
1 unchanged sentence
3.85 % unsecured notes $ 80 million face amount, due in fiscal 2025
−Removed: $ 80,000 $ 80,000
3.80 % unsecured notes $ 100 million face amount, due in fiscal 2025
−Removed: 100,000 100,000
4.58 % unsecured notes $ 150 million face amount, due in fiscal 2025
−Removed: 150,000 150,000
4.82 % unsecured notes $ 80 million face amount, due in fiscal 2026
13 unchanged sentences
5.84 % unsecured notes $ 150 million face amount, due in fiscal 2032
+Added: 150,000 150,000
3.58 % unsecured notes $ 65 million face amount, due in fiscal 2033
3 unchanged sentences
5.93 % unsecured notes $ 150 million face amount, due in fiscal 2034
+Added: 150,000 150,000
3.73 % unsecured notes $ 115 million face amount, due in fiscal 2036
3 unchanged sentences
6.05 % unsecured notes $ 150 million face amount, due in fiscal 2037
+Added: 150,000 150,000
6.13 % unsecured notes $ 250 million face amount, due in fiscal 2039
+Added: 250,000 250,000
Private placement debt 1,783,000 2,113,000
6.85 % unsecured term loan from cooperative and other banks, due in fiscal 2026 (a)
−Removed: 1,000 366,000
Term loan — 1,000
−Removed: Finance lease liabilities 49,511 49,235
+Added: Finance lease liabilities (Note 19) 55,198 49,511
Deferred financing costs ( 3,894 ) ( 4,562 )
4 unchanged sentences
(a) Borrowings are variable under the agreement and bear interest at a base rate plus an applicable margin.
−Removed: As of August 31, 2024, the fair value of our long-term debt is estimated to be $ 2.1 billion based on quoted market prices of similar debt (a Level 2 fair value measurement based on the classification hierarchy of ASC Topic 820, Fair Value Measurement ).
−Removed: On October 29, 2024, we amended our 10-year term loan facility (the “Facility”).
−Removed: The amendment reduced the size of the Facility to $ 300.0 million, and converted it into a revolving loan, which can be paid down and readvanced in an amount up to the referenced $ 300.0 million until October 29, 2025.
+Added: As of August 31, 2025 and 2024, the fair values of our long-term debt were estimated to be $ 1.8 billion and $ 2.1 billion, respectively, based on quoted market prices of similar debt (a Level 2 fair value measurement based on the classification hierarchy of ASC Topic 820, Fair Value Measurement ).
+Added: We have a $ 300.0 million revolving term loan facility (the “Facility”) which can be paid down and readvanced in an amount up to the referenced $ 300.0 million until October 29, 2026.
On October 29, 2026, the total funded loan balance outstanding reverts to a nonrevolving term loan that is payable on October 29, 2029.
−Removed: The Facility does have an option to extend the revolving period for an additional year at our choosing.
−Removed: Any extension would not change the final payable date of October 29, 2029.
−Removed: There was $ 1.0 million outstanding under this facility as of August 31, 2024.
−Removed: Long-term debt outstanding as of August 31, 2024, has aggregate maturities, excluding fair value adjustments and finance leases (see Note 19, Leases , for a schedule of minimum future lease payments under finance leases), as follows:
+Added: There was no balance outstanding under this Facility as of August 31, 2025 and $ 1.0 million as of August 31, 2024.
+Added: Long-term debt outstanding as of August 31, 2025, has aggregate maturities, excluding finance leases (see Note 19, Leases , for a schedule of minimum future lease payments under finance leases), as follows:
(Dollars in thousands)
17 unchanged sentences
GAAP and such amounts recognized for federal and state income tax purposes, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.
−Removed: The provision for (benefit from) income taxes for the years ended August 31, 2024, 2023 and 2022 is as follows:
+Added: The provision for income taxes (benefit from) for the years ended August 31, 2025, 2024 and 2023 is as follows:
2025 2024 2023
9 unchanged sentences
Total $ 16,777 $ ( 4,872 ) $ 107,655
−Removed: Domestic income before income taxes was $ 1.0 billion, $ 2.0 billion and $ 1.8 billion for the years ended August 31, 2024, 2023 and 2022, respectively.
−Removed: Foreign income (loss) before income taxes was $ 66.9 million, $ 55.4 million and ($ 4.9 ) million for the years ended August 31, 2024, 2023 and 2022, respectively.
+Added: Domestic income before income taxes was $ 610.6 million, $ 1.0 billion and $ 2.0 billion for the years ended August 31, 2025, 2024 and 2023, respectively.
+Added: Foreign income before income taxes was $ 4.1 million, $ 66.9 million and $ 55.4 million for the years ended August 31, 2025, 2024 and 2023, respectively.
Deferred tax assets and liabilities as of August 31, 2025 and 2024, are as follows:
11 unchanged sentences
Total deferred tax assets 852,610 804,251
+Added: Net deferred tax assets $ 13,950 $ —
Deferred tax liabilities:
3 unchanged sentences
Lease right of use assets 56,250 51,872
+Added: Software costs 58,121 —
Total deferred tax liabilities 838,660 807,465
4 unchanged sentences
If our estimates prove inaccurate, adjustments to the valuation allowances may be required in the future with gains or losses being charged to income in the period such determination is made.
−Removed: Our McPherson refinery's gross state tax credit carryforwards for income tax were approximately $ 115.3 million and $ 116.6 million as of August 31, 2024 and 2023, respectively.
+Added: Our McPherson refinery's gross state tax credit carryforwards for income tax were approximately $ 116.3 million and $ 115.3 million
+Added: as of August 31, 2025 and 2024, respectively.
The refinery's valuation allowance on Kansas state credits is necessary due to the limited amount of taxable income generated in Kansas by the combined group on an annual basis.
8 unchanged sentences
statutory rate ( 3.3 ) 1.4 ( 0.2 )
−Removed: Intercompany transfer of business assets — — ( 0.1 )
Increase in unrecognized tax benefits 2.8 2.7 —
3 unchanged sentences
Effective tax rate 2.7 % ( 0.4 ) % 5.4 %
−Removed: Primary drivers of fiscal 2024 income tax benefit were decreased nonpatronage earnings compared to fiscal 2023, recognition of research and development tax credits and the current Domestic Production Activities Deduction ("DPAD") benefit.
−Removed: Primary drivers of the fiscal 2023 and 2022 income tax expense were increased nonpatronage earnings and other nondeductible items, which were partially offset by the current DPAD benefit.
+Added: Primary drivers of fiscal 2025 income tax expense were decreased patronage deductions, compared to fiscal 2024, that was partially offset by the current Domestic Production Activities Deduction ("DPAD") benefit.
+Added: Primary drivers of the fiscal 2024 income tax benefit were decreased nonpatronage earnings, recognition of research and development tax credits and the DPAD benefit.
We file income tax returns in the U.S.
2 unchanged sentences
Fiscal years 2017 and 2019 remain subject to examination for certain issues.
+Added: In addition to the current fiscal year, fiscal years 2021 through 2024 remain open and subject to examination by the relevant taxing authorities.
Reserves are recorded against unrecognized tax benefits when we believe certain fully supportable tax return positions are likely to be challenged and we may or may not prevail.
14 unchanged sentences
We recognize interest and penalties related to unrecognized tax benefits in our provision for income taxes.
−Removed: We recognized benefits of $ 2.1 million, $ 0.8 million and $ 0.7 million for interest and penalties related to unrecognized tax benefits in our Consolidated Statements of Operations for the years ended August 31, 2024, 2023 and 2022, respectively, and a related $ 6.2 million and $ 3.7 million interest payable on our Consolidated Balance Sheets as of August 31, 2024 and 2023, respectively.
+Added: We recognized the expense of $ 9.5 million, and benefits of $ 2.1 million and $ 0.8 million for interest and penalties related to unrecognized tax benefits in our Consolidated Statements of Operations for the years ended August 31, 2025, 2024 and 2023, respectively, and a related $ 15.8 million and $ 6.2 million interest payable on our Consolidated Balance Sheets as of August 31, 2025 and 2024, respectively.
+Added: In December 2021, the Organization for Economic Cooperation and Development (the "OECD") introduced a framework known as Pillar Two, aimed at ensuring large multinational enterprises pay a minimum 15% level of tax on income earned in each jurisdiction in which they operate.
+Added: The OECD also issued administrative guidance, including transition rules and safe harbor provisions to support implementation of the global minimum tax.
+Added: Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions where we operate.
+Added: We have assessed our potential exposure to Pillar Two income taxes.
+Added: Based on this assessment, there was no material impact on our consolidated financial statements for fiscal 2025.
+Added: We will continue to monitor and evaluate any potential future implications for our consolidated financial reporting.
+Added: On July 4, 2025, H.R.1 - One Big Beautiful Bill (the "Bill") was enacted into law.
+Added: The Bill provides for significant U.S.
+Added: tax law changes and modifications including making permanent the Qualified Business Income Deduction.
+Added: The Qualified Business Income Deduction contains specific provisions for agricultural and horticultural cooperatives similar to the former Domestic Production Activities Deduction.
+Added: Prior to enactment of the Bill, the Qualified Business Income Deduction was set to sunset on December 31, 2025.
+Added: Although there is no effect on the current year’s financial statements, making the Qualified Business Income Deduction permanent may provide significant future income tax benefits to the Company.
Note 12 Equities
2 unchanged sentences
The cash portion of the qualified patronage distribution, if any, is determined annually by the Board of Directors, with the balance issued in the form of qualified and/or nonqualified capital equity certificates.
−Removed: Total patronage distributions for fiscal 2024 are estimated to be $ 659.7 million, with the qualified cash portion estimated to be $ 300.0 million, estimated qualified equity distributions of $ 77.3 million and estimated nonqualified equity distributions of $ 282.4 million.
+Added: Total patronage distributions for fiscal 2025, to be paid in fiscal 2026, are estimated to be $ 229.1 million, with the qualified cash portion estimated to be $ 30.0 million, estimated qualified equity distributions of $ 55.0 million and estimated nonqualified equity distributions of $ 144.1 million.
The following table presents estimated patronage distributions for the year ending August 31, 2025, and actual patronage distributions for the years ended August 31, 2024, 2023 and 2022:
5 unchanged sentences
Annual net earnings from patronage or other sources may be added to the unallocated capital reserve or, upon action by the Board of Directors, may be allocated to members in the form of nonpatronage equity certificates.
−Removed: The Board of Directors authorized, in accordance with our bylaws, that 10 % of the earnings from patronage business for fiscal 2024, 2023 and 2022 be added to our capital reserves.
+Added: The Board of Directors authorized, in accordance with our bylaws, that 35 % of the earnings from patronage business for fiscal 2025 and 10% for fiscal 2024 and 2023 be added to our capital reserves.
Redemptions of outstanding equity are at the discretion of the Board of Directors.
1 unchanged sentence
In accordance with authorization from the Board of Directors, we expect total redemptions related to the year ended August 31, 2025, which will be distributed in fiscal 2026, to be approximately $ 90.0 million.
−Removed: This amount is classified as a current liability on our August 31, 2024, Consolidated Balance Sheet.
+Added: This amount is classified as a current liability on our August 31, 2025 Consolidated Balance Sheets.
During the years ended August 31, 2025, 2024 and 2023, we redeemed in cash, outstanding owners' equities in accordance with authorization from the Board of Directors, in the amounts of $ 287.7 million, $ 355.9 million and $ 495.8 million, respectively.
Preferred Stock
−Removed: The following is a summary of our outstanding preferred stock as of August 31, 2024, all shares of which are listed on the Global Select Market of The Nasdaq:
+Added: As of August 31, 2025, the Board of Directors had not authorized the issuance of any preferred shares that were not outstanding.
+Added: The following is a summary of our outstanding preferred stock as of August 31, 2025, all shares of which are listed on the Global Select Market of Nasdaq:
Nasdaq Symbol Issuance Date Shares Outstanding Redemption Value Net Proceeds (a) Dividend Rate
17 unchanged sentences
We made dividend payments on our preferred stock of $ 168.7 million during each of the years ended August 31, 2025, 2024 and 2023.
−Removed: As of August 31, 2024, the Board of Directors had not authorized the issuance of any preferred shares that were not outstanding.
−Removed: The following is a summary of dividends per share by series of preferred stock for the years ended August 31, 2024 and 2023:
−Removed: Years Ended August 31,
−Removed: Nasdaq Symbol 2024 2023
−Removed: (Dollars per share)
+Added: The following is a summary of the annual dividends per share by series of preferred stock for the years ended August 31, 2025, 2024 and 2023:
+Added: Nasdaq Symbol Annual Dividend Per Share
8% Cumulative Redeemable CHSCP $ 2.00
28 unchanged sentences
Amounts reclassified out 12,129 ( 15,507 ) 859 ( 2,519 )
−Removed: Total other comprehensive loss, before tax ( 29,265 ) ( 337 ) ( 9,022 ) ( 38,624 )
+Added: Total other comprehensive income (loss), before tax ( 5,331 ) 1,314 ( 7,235 ) ( 11,252 )
Tax effect 1,726 ( 328 ) 24 1,422
−Removed: Other comprehensive loss, net of tax ( 22,048 ) ( 255 ) ( 8,844 ) ( 31,147 )
+Added: Other comprehensive income (loss), net of tax ( 3,605 ) 986 ( 7,211 ) ( 9,830 )
Balance as of August 31, 2025, net of tax
1 unchanged sentence
Amounts reclassified from accumulated other comprehensive income (loss) were related to pension and other postretirement benefits, cash flow hedges and foreign currency translation adjustments.
−Removed: Pension and other postretirement reclassifications include amortization of net actuarial loss, prior service credit and transition amounts and are recorded as cost of goods sold and marketing, general and administrative expenses (see Note 13, Benefit Plans , for further information).
+Added: Pension and other postretirement reclassifications, which include amortization of net actuarial loss, prior service credit and transition amounts, are recorded as cost of goods sold and marketing, general and administrative expenses (see Note 13, Benefit Plans , for further information).
As described in Note 15, Derivative Financial Instruments and Hedging Activities , amounts reclassified from accumulated other comprehensive loss for cash flow hedges are recorded in cost of goods sold.
68 unchanged sentences
Amortization of prior service (credit) costs ( 199 ) ( 178 ) ( 149 ) 47 114 114 445 445 445
−Removed: Settlement of retiree obligations (a) — — — — — ( 307 ) — — —
Total recognized in other comprehensive loss (income) $ 3,222 $ 21,558 $ 12,551 $ 1,917 $ 3,821 $ 1,151 $ 118 $ 4,206 $ 195
−Removed: (a) Reflects amounts reclassified from accumulated other comprehensive loss (income) to net earnings .
E stimated amortization in fiscal 2026 from accumulated other comprehensive loss into net periodic benefit cost is as follows:
18 unchanged sentences
A significant assumption for pension costs and obligations is the discount rate.
−Removed: We use a full-yield curve approach by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.
+Added: We use a full-yield curve approach by applying the specific spot rates along the yield curve used in determination of the benefit obligation to the relevant projected cash flows.
The discount rate reflects the rate at which the associated benefits could be effectively settled as of the measurement date.
45 unchanged sentences
Fixed income securities:
−Removed: Other investments 31,298 93,763 — 125,061
Common/collective trust at net asset value (1)
— — — 426,785
+Added: Marketable securities 28,079 85,685 — 113,764
Partnership and joint venture interests measured at net asset value (1)
6 unchanged sentences
Fixed income securities:
−Removed: Other investments 25,143 86,315 — 111,458
Common/collective trust at net asset value (1)
— — — 464,611
+Added: Marketable securities 31,298 93,763 — 125,061
Partnership and joint venture interests measured at net asset value (1)
5 unchanged sentences
Common/collective trusts.
−Removed: Common/collective trusts primarily consist of equity and fixed income funds and are valued using other significant observable inputs, including quoted prices for similar investments, interest rates, prepayment speeds,
−Removed: credit risks, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with pricing procedures approved by the trust, etc.
+Added: Common/collective trusts primarily consist of equity and fixed income funds and are valued
+Added: using other significant observable inputs, including quoted prices for similar investments, interest rates, prepayment speeds, credit risks, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with pricing procedures approved by the trust, etc.
Common/collective trust investments can be redeemed daily and without restriction.
3 unchanged sentences
The fixed income funds provide exposure to U.S., international and emerging market debt securities.
−Removed: Other investments.
−Removed: Other investments are comprised primarily of investments in U.S.
+Added: Marketable securities.
+Added: Marketable securities are comprised primarily of investments in U.S.
Treasury securities which are valued using quoted market prices and classified within Level 1, as well as various government agency obligations and corporate, foreign government and municipal issue fixed income marketable securities, which are valued using institutional bond or broker quotes along with various other market and industry inputs and classified within Level 2.
9 unchanged sentences
We provide a wide variety of products and services, 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.
−Removed: We define our operating segments in accordance with ASC Topic 280, Segment Reporting , to reflect the manner in which our chief operating decision maker, our Chief Executive Officer, evaluates performance and allocates resources in managing the business.
−Removed: We have aggregated those operating segments into three reportable segments:
+Added: We define our operating segments in accordance with ASC Topic 280, Segment Reporting , and have three reportable segments:
Energy, Ag and Nitrogen Production.
+Added: This reflects the manner in which our chief operating decision maker ("CODM"), our Chief Executive Officer, evaluates performance and allocates resources in managing the business.
+Added: The primary measure of segment profit or loss used by our CODM to regularly evaluate financial performance, make key operating decisions and determine resource allocation of and among each operating segment is Income before Income Taxes ("IBIT").
+Added: Our CODM regularly receives discrete financial information, including IBIT, that compares actual results to the prior period, current period budget and current period forecast by each reportable segment.
+Added: We have identified our significant segment expenses as cost of goods sold ("COGS") and marketing, general and administrative expenses ("MG&A").
+Added: Total assets is not a measure by which the CODM assesses our performance or allocates resources, and asset information is therefore not included within our segment reporting disclosures.
Our Energy segment produces and provides primarily for the wholesale distribution of petroleum products and transportation of those products.
−Removed: Our Ag segment purchases and further processes or resells grain and oilseed originated by our ag retail (formerly referred to as country operations) business, by our member cooperatives and by third parties;
+Added: Our Ag segment purchases and further processes or resells grain and oilseed originated by our ag retail business, by our member cooperatives and by third parties;
serves as a wholesaler and retailer of crop inputs;
4 unchanged sentences
Commodity Futures Trading Commission-regulated futures commission merchant ("FCM") for commodities hedging and financial services related to crop production.
−Removed: Our nonconsolidated investments in Ventura Foods and Ardent Mills, LLC ("Ardent Mills") are also included in our Corporate and Other category.
+Added: Our nonconsolidated investments in Ventura Foods and Ardent Mills are also included in our Corporate and Other category.
+Added: All other nonconsolidated investments are included in our Energy and Ag segments.
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.
+Added: Capital expenditures and depreciation and amortization are presented in the table below before allocations from Corporate and Other to each reportable segment in alignment with reporting received by the CODM.
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.
−Removed: 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.
−Removed: Additionally, our agronomy business generally experiences higher volumes and revenues during the spring planting season.
+Added: For example, in our Ag
+Added: 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.
+Added: 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, demand and international trade relationships.
1 unchanged sentence
Other energy products, such as propane, generally experience higher volumes and revenues during the winter heating and fall crop-drying seasons.
−Removed: Our revenues, assets and cash flows can be significantly affected by global market prices for commodities such as petroleum products, natural gas, grain, oilseed, crop nutrients and flour.
+Added: Our revenues, assets and cash flows can be significantly affected by global market prices for commodities such as petroleum products, natural gas, grain, oilseed, crop nutrients, edible oils and flour.
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.
−Removed: Commodity prices are affected by a wide range of factors beyond our control, including weather, crop damage due to plant disease or insects, drought, availability and adequacy of supply, availability of reliable rail and river transportation networks, outbreaks of disease, government regulations and policies, global trade disputes, wars and civil unrest, and general political and economic conditions.
−Removed: While our revenues and operating results are derived primarily from businesses and operations that are wholly-owned or subsidiaries and limited liability companies in which we have a controlling interest, a portion of our business operations are conducted through companies in which we hold ownership interests of 50% or less or do not control the operations.
+Added: Commodity prices are affected by a wide range of factors beyond our control, including weather;
+Added: crop damage due to plant disease or insects;
+Added: availability and adequacy of supply;
+Added: demand variability;
+Added: availability of reliable rail, river, truck and ocean transportation networks;
+Added: outbreaks of disease;
+Added: government regulations and policies;
+Added: global trade disputes;
+Added: wars and civil unrest;
+Added: and general political and economic conditions.
+Added: While our revenues and operating results are derived primarily from businesses and operations that are wholly-owned or subsidiaries and limited liability companies in which we have a controlling interest, a portion of our business operations are conducted through companies in which we do not have a controlling interest or do not control the operations.
We account for these investments primarily using the equity method of accounting, wherein we record our proportionate share of income or loss reported by the entity as equity income from investments, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations.
−Removed: In our Ag segment, this includes our 50 % interest in TEMCO, LLC ("TEMCO") and our 50 % interest in Producer Ag, LLC ("Producer Ag").
+Added: In our Ag segment, this includes our approximate 57 % noncontrolling interest in Producer Ag.
+Added: On October 10, 2025, we announced our mutual agreement with MKC to start the process of ending our joint venture with Producer Ag.
In our Nitrogen Production segment, this consists of our approximate 8.38 % membership interest (based on product tons) in CF Nitrogen.
4 unchanged sentences
Segment information for the years ended August 31, 2025, 2024 and 2023, is presented in the tables below.
−Removed: Energy Ag Nitrogen Production Corporate
+Added: Energy Ag Nitrogen Production Total Reportable Segments Corporate
and Other Reconciling
4 unchanged sentences
Revenues, net of intersegment revenues $ 7,635,033 $ 27,748,481 $ — $ 35,383,514 $ 79,094 $ — $ 35,462,608
−Removed: Operating earnings (loss) 403,854 241,327 ( 71,530 ) 10,707 — 584,358
+Added: Cost of goods sold (a)
+Added: 7,339,336 26,985,759 1,673 34,326,768 ( 974 ) — 34,325,794
+Added: Marketing, general and administrative expenses 313,402 602,104 68,290 983,796 62,263 — 1,046,059
Interest expense ( 6,103 ) 94,580 69,094 157,571 17,278 ( 28,770 ) 146,079
1 unchanged sentence
Equity (income) losses from investments 408 ( 89,162 ) ( 294,944 ) ( 383,698 ) ( 185,967 ) — ( 569,665 )
−Removed: Income before income taxes $ 429,053 $ 342,677 $ 151,235 $ 174,822 $ — $ 1,097,787
−Removed: Capital expenditures $ 204,151 $ 426,291 $ — $ 178,321 $ — $ 808,763
+Added: (Loss) income before income taxes $ ( 7,042 ) $ 245,660 $ 159,541 $ 398,159 $ 216,613 $ — $ 614,772
+Added: Capital expenditures (b) $ 533,570 $ 336,328 $ — $ 869,898 $ 130,057 $ — $ 999,955
Depreciation and amortization $ 352,348 $ 243,098 $ — $ 595,446 $ 55,980 $ — $ 651,426
−Removed: Total assets as of August 31, 2024
−Removed: $ 4,262,974 $ 7,279,846 $ 2,544,530 $ 4,627,725 $ — $ 18,715,075
−Removed: Energy Ag Nitrogen Production Corporate
+Added: Energy Ag Nitrogen Production Total Reportable Segments Corporate
and Other Reconciling
4 unchanged sentences
Revenues, net of intersegment revenues $ 8,766,495 $ 30,416,859 $ — $ 39,183,354 $ 77,875 $ — $ 39,261,229
−Removed: Operating earnings (loss) 1,071,492 346,137 ( 73,828 ) ( 301 ) — 1,343,500
+Added: Cost of goods sold (a)
+Added: 8,041,588 29,478,231 138 37,519,957 ( 10,055 ) — 37,509,902
+Added: Marketing, general and administrative expenses 321,053 697,301 71,392 1,089,746 77,223 — 1,166,969
Interest expense ( 16,773 ) 61,982 61,942 107,151 22,027 ( 25,114 ) 104,064
2 unchanged sentences
Income before income taxes $ 429,053 $ 342,677 $ 151,235 $ 922,965 $ 174,822 $ — $ 1,097,787
−Removed: Capital expenditures $ 204,003 $ 308,690 $ — $ 51,829 $ — $ 564,522
+Added: Capital expenditures (b) $ 226,899 $ 426,291 $ — $ 653,190 $ 178,321 $ — $ 831,511
Depreciation and amortization $ 343,962 $ 178,400 $ — $ 522,362 $ 47,529 $ — $ 569,891
−Removed: Total assets as of August 31, 2023
−Removed: $ 4,313,240 $ 7,095,283 $ 2,577,391 $ 4,971,504 $ — $ 18,957,418
−Removed: Energy Ag Nitrogen Production Corporate
+Added: Energy Ag Nitrogen Production Total Reportable Segments Corporate
and Other Reconciling
4 unchanged sentences
Revenues, net of intersegment revenues $ 10,096,913 $ 35,425,204 $ — $ 45,522,117 $ 67,887 $ — $ 45,590,004
−Removed: Operating earnings (loss) 633,832 588,070 ( 55,600 ) ( 37,216 ) — 1,129,086
+Added: Cost of goods sold (a) 8,718,224 34,501,163 1,693 43,221,080 ( 7,341 ) — 43,213,739
+Added: Marketing, general and administrative expenses 307,197 577,904 72,135 957,236 75,529 — 1,032,765
Interest expense 7,672 71,115 60,090 138,877 31,487 ( 32,922 ) 137,442
−Removed: Other (income) expense ( 3,474 ) ( 46,277 ) 11,487 9,559 4,945 ( 23,760 )
+Added: Other income ( 19,456 ) ( 88,061 ) — ( 107,517 ) ( 37,536 ) 32,922 ( 112,131 )
Equity (income) losses from investments 7,833 ( 48,725 ) ( 394,678 ) ( 435,570 ) ( 254,020 ) — ( 689,590 )
Income before income taxes $ 1,075,443 $ 411,808 $ 260,760 $ 1,748,011 $ 259,768 $ — $ 2,007,779
−Removed: Capital expenditures $ 116,136 $ 203,851 $ — $ 34,457 $ — $ 354,444
+Added: Capital expenditures (b) $ 421,416 $ 308,690 $ — $ 730,106 $ 51,829 $ — $ 781,935
Depreciation and amortization $ 329,021 $ 166,982 $ — $ 496,003 $ 43,518 $ — $ 539,521
+Added: (a) Cost of goods sold is presented net of intersegment cost of goods sold.
+Added: (b) Includes amounts related to acquisition of property, plant and equipment and expenditures for major maintenance.
We have international sales, which are predominantly in our Ag segment.
5 unchanged sentences
South America 355,951 515,177 378,021
−Removed: Europe, Middle East and Africa (EMEA) 693,454 930,052 1,093,974
−Removed: Asia Pacific (APAC) 1,175,751 905,754 1,286,218
−Removed: Total $ 39,261,229 $ 45,590,004 $ 47,791,666
−Removed: (a) Revenues in North America are substantially all attributed to revenues from the United States.
−Removed: Tangible long-lived assets include our property, plant and equipment, finance lease assets and capitalized major maintenance costs.
−Removed: The following table presents tangible long-lived assets by geographical region based on physical location:
−Removed: (Dollars in thousands)
−Removed: United States $ 5,330,168 $ 5,088,366
−Removed: International 70,306 70,384
+Added: Europe, Middle East and Africa 541,848 693,454 930,052
+Added: Asia Pacific 452,697 1,175,751 905,754
Total $ 35,462,608 $ 39,261,229 $ 45,590,004
+Added: (a) Revenues in North America are substantially all attributed to the United States.
+Added: T he Company had approximately $ 6.1 billion and $ 5.6 billion in tangible long-lived assets as of August 31 , 2025 and 2024, respectively, with substantially all long-lived assets located within the United States.
Note 15 Derivative Financial Instruments and Hedging Activities
−Removed: We enter into various derivative instruments to manage our exposure to movements primarily associated with agricultural and energy commodity prices and, to a lesser degree, foreign currency exchange rates and interest rates.
+Added: We enter into various derivative instruments to manage our exposure to movements primarily associated with agricultural and energy commodity prices and, to a lesser degree, foreign currency exchange rates.
Except for certain cash-settled swaps related to future crude oil purchases and refined product sales, which are accounted for as cash flow hedges, our derivative instruments represent economic hedges of price risk for which hedge accounting under ASC Topic 815 is not applied.
33 unchanged sentences
The amount of long-term derivative liabilities recorded on our Consolidated Balance Sheets as of August 31, 2025 and 2024, was $ 1.7 million and $ 6.0 million, respectively.
−Removed: The following table sets forth the pretax (losses) gains on derivatives not accounted for as hedging instruments that have been included in our Consolidated Statements of Operations for the years ended August 31, 2024, 2023 and 2022:
+Added: The following table sets forth the pretax gains (losses) on derivatives not accounted for as hedging instruments that have been included in our Consolidated Statements of Operations for the years ended August 31, 2025, 2024 and 2023:
Derivative Type Location of
4 unchanged sentences
Foreign exchange derivatives Marketing, general and administrative expenses 3,651 ( 2,897 ) ( 530 )
−Removed: Other derivatives Other income — — 2,057
Total $ 64,805 $ ( 29,391 ) $ ( 392,365 )
7 unchanged sentences
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.
−Removed: 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.
+Added: For commodities where there is no liquid derivative contract, risk is managed through 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.
2 unchanged sentences
The amount of margin required varies by commodity and is set by the applicable exchange at its sole discretion.
−Removed: If the market price
−Removed: relative to a short futures position increases, an additional margin deposit would be required.
+Added: 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.
10 unchanged sentences
We evaluate counterparty exposure by reviewing contracts and adjusting the values to reflect potential nonperformance.
−Removed: 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 the current market prices.
+Added: 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 the 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.
−Removed: 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.
+Added: Regarding our use of derivatives, we transact in exchange traded instruments or enter into OTC 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.
9 unchanged sentences
Crop nutrients (tons) 29 32 73 14
−Removed: Ocean freight (metric tons) — — 40 —
Natural gas (MMBtu) 180 — 2,350 500
6 unchanged sentences
agricultural products compared to the same products offered by alternative sources of world supply.
−Removed: The notional amount of our foreign exchange derivative contracts was $ 1.5 billion and $ 1.9 billion as of August 31, 2024 and 2023.
+Added: The notional amount of our foreign exchange derivative contracts was $ 1.7 billion and $ 1.5 billion as of August 31, 2025 and 2024, respectively.
Derivatives Designated as Cash Flow Hedging Strategies
11 unchanged sentences
Other current assets $ 5,197 $ 5,226 Other current liabilities $ 1,786 $ 2,781
−Removed: The following table presents the pretax losses recorded in other comprehensive income relating to cash flow hedges for the years ended August 31, 2024, 2023 and 2022:
+Added: The following table presents the pretax gains (losses) recorded in other comprehensive income relating to cash flow hedges for the years ended August 31, 2025, 2024 and 2023:
2025 2024 2023
7 unchanged sentences
ASC Topic 820, Fair Value Measurement, defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
−Removed: We determine fair values of derivative instruments and certain other assets, based on the fair value hierarchy established in ASC Topic 820, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
+Added: We determine fair values of derivative instruments and certain other assets, based on the fair value hierarchy established in ASC Topic 820, which requires an entity to maximize use of observable inputs and minimize use of unobservable inputs when measuring fair value.
Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances.
5 unchanged sentences
forward commodity contracts with a fixed-price component;
−Removed: and other OTC derivatives whose values are determined with inputs that are based on exchange traded prices, adjusted for location-specific
−Removed: inputs that are primarily observable in the market or can be derived principally from, or corroborated by, observable market data.
+Added: and other OTC derivatives whose values are determined with inputs that are based on exchange traded prices, adjusted for location-specific inputs that are primarily observable in the market or can be derived principally from, or corroborated by, observable market data.
Values are generated from unobservable inputs that are supported by little or no market activity and that are a significant component of the fair value of the assets or liabilities.
4 unchanged sentences
The lowest level of input is considered Level 3.
−Removed: Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy levels.
+Added: Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect classification of fair value assets and liabilities within the fair value hierarchy levels.
Recurring fair value measurements as of August 31, 2025 and 2024, are as follows:
6 unchanged sentences
Commodity derivatives $ 3,153 $ 132,535 $ — $ 135,688
−Removed: Foreign currency derivatives — 9,029 — 9,029
+Added: Foreign exchange derivatives — 43,527 — 43,527
Segregated investments and marketable securities 34,303 135,675 — 169,978
−Removed: Time deposits — 500,921 — 500,921
Other assets 110,532 — — 110,532
1 unchanged sentence
Commodity derivatives $ 1,110 $ 166,798 $ — $ 167,908
−Removed: Foreign currency derivatives — 24,476 — 24,476
+Added: Foreign exchange derivatives — 11,771 — 11,771
Total $ 1,110 $ 178,569 $ — $ 179,679
6 unchanged sentences
Commodity derivatives $ 2,454 $ 168,481 $ — $ 170,935
−Removed: Foreign currency derivatives — 32,402 — 32,402
+Added: Foreign exchange derivatives — 9,029 — 9,029
Segregated investments and marketable securities 15,069 136,258 — 151,327
+Added: Time deposits — 500,921 — 500,921
Other assets 83,008 — — 83,008
1 unchanged sentence
Commodity derivatives $ 1,641 $ 222,943 $ — $ 224,584
−Removed: Foreign currency derivatives — 13,799 — 13,799
+Added: Foreign exchange derivatives — 24,476 — 24,476
Total $ 1,641 $ 247,419 $ — $ 249,060
−Removed: Commodity and foreign currency derivatives.
+Added: Commodity and foreign exchange derivatives.
Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified within Level 1.
4 unchanged sentences
Our segregated investments and marketable securities and other assets are comprised primarily of investments in U.S.
−Removed: Treasury securities, money market funds, various government agencies, time deposits and rabbi trust assets.
−Removed: Treasury securities and money market funds are valued using quoted market prices and classified within Level 1.
−Removed: Investments in various government agency obligations, time deposits and rabbit trust assets are valued using quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and classified within Level 2.
+Added: Treasury securities, common stock, money market funds, various government agencies, time deposits and rabbi trust assets.
+Added: Treasury securities, common stock and money market funds are valued using quoted market prices and classified within Level 1.
+Added: Investments in various government agency obligations, time deposits and rabbi trust assets are valued using quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and classified within Level 2.
Note 17 Commitments and Contingencies
22 unchanged sentences
Our long-term unconditional purchase obligations primarily relate to pipeline and grain handling take-or-pay and throughput agreements and are not recorded on our Consolidated Balance Sheets.
−Removed: As of August 31, 2024, minimum future payments required under long-term commitments that are noncancelable and that third
−Removed: parties have used to secure financing for facilities that will provide contracted goods, are as follows:
+Added: As of August 31, 2025, minimum future payments required under long-term commitments that are noncancelable and that third parties have used to secure financing for facilities that will provide contracted goods, are as follows:
Payments Due by Period
4 unchanged sentences
Note 18 Related Party Transactions
−Removed: We purchase and sell grain and other agricultural commodity products from certain equity investees , primarily CF Nitrogen, Ventura Foods, Ardent Mills, TEMCO and Producer Ag.
+Added: We purchase and sell grain and other agricultural commodity products from certain equity investees , primarily CF Nitrogen, Ventura Foods, Ardent Mills, TEMCO, LLC and Producer Ag.
Sales to and purchases from related parties for the years ended August 31, 2025, 2024 and 2023, are as follows:
7 unchanged sentences
Due to related parties 130,416 113,081
+Added: The amounts due from related parties associated with grain sales to Producer Ag were $ 153.6 million and $ 208.6 million, as of August 31 , 2025 and 2024, respectively.
+Added: These sales have 90-day payment terms and outstanding amounts due to CHS from Producer Ag are classified as trade receivables on our Consolidated Balance Sheets.
+Added: There are no material past-due amounts arising from these sales as of August 31, 2025.
+Added: On October 10, 2025, we announced our mutual agreement with MKC to start the process of ending our joint venture in Producer Ag.
As a cooperative, we are owned by farmers and ranchers and member cooperatives, which are referred to as members.
60 unchanged sentences
Right of use asset modifications 25,475 12,277 28,614
−Removed: Maturities of lease liabilities by fiscal year as of August 31, 2024, were as follows:
+Added: Maturities of lease liabilities by fiscal year as of August 31 , 2025 , are as follows:
August 31 , 2025
12 unchanged sentences
Long-term obligations $ 44,751 $ 170,604
+Added: Note 20 Acquisitions
+Added: On January 2, 2025, we completed our acquisition of WCAS, a cooperative based in Ulen, Minnesota, that offers grain and agronomy services at locations in west-central Minnesota.
+Added: The cash purchase price was $ 322.6 million, which includes $ 108.0 million for working capital.
+Added: Prior to completing this acquisition, we also held a 50 % ownership interest in Central Plains Ag Services ("CPAS"), a joint venture between CHS and WCAS that operates in eastern North Dakota and is now a wholly owned subsidiary of CHS.
+Added: By acquiring WCAS and the remaining 50 % ownership of CPAS, we were able to expand our grain and agronomy platforms in west-central Minnesota and eastern North Dakota, as well as add value for our owners.
+Added: The acquisition-date fair value of the previous equity interest in CPAS was $ 28.9 million and is included in the measurement of consideration transferred.
+Added: Allocation of the purchase price for this transaction resulted in $ 59.5 million for goodwill, which is nondeductible for tax purposes, and $ 62.5 million for definite-lived intangible assets.
+Added: As this acquisition is not considered to have a material impact on our financial statements, pro forma results of operations are not presented.
+Added: The acquisition resulted in fair value measurements that are not on a recurring basis and did not have a material impact on our consolidated results of operations.
+Added: Purchase accounting has been finalized and the fair values assigned to the net assets acquired are as follows:
+Added: (Dollars in thousands)
+Added: Cash $ 85,464
+Added: Other current assets 350,754
+Added: Property, plant and equipment 137,713
+Added: Goodwill 59,465
+Added: Other intangible assets 62,500
+Added: Other noncurrent assets 8,109
+Added: Current liabilities ( 316,474 )
+Added: Noncurrent liabilities ( 37,075 )
+Added: Total net assets acquired
+Added: Operating results for WCAS are included in our Consolidated Statements of Operations from the day of the acquisition on January 2, 2025, through August 31, 2025, including revenues and income before income taxes of $ 266.6 million and $ 10.6 million, respectively.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.