chscp-20250827

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 27, 2025

CHS Inc.

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 001-36079

Minnesota

41-0251095

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

5500 Cenex Drive

Inver Grove Heights,

Minnesota

55077

(Address of principal executive offices, including zip code)

(651)

355-6000

(Registrant's telephone number, including area code)

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

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

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

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

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

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


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

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

Emerging growth company ☐

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

Item 1.01 Entry into a Material Definitive Agreement.

Securitization Facility Amendment

On August 27, 2025, CHS Inc. (the "Company") entered into a Fifteenth Amendment (the "Receivables Purchase Agreement Amendment"), by and among Cofina Funding, LLC ("Cofina Funding"), an indirect subsidiary of the Company, as seller, the Company, as servicer, and, solely with respect to Section 9 of the Receivables Purchase Agreement Amendment, as the performance guarantor, each of the conduit purchasers, committed purchasers and purchaser agents set forth on the signature pages thereto and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch), as administrative agent ("MUFG"), to that certain Amended and Restated Receivables Purchase Agreement, dated as of July 18, 2017, by and among Cofina Funding, the Company, the purchasers and the purchaser agents party thereto and MUFG (as previously amended, the "Receivables Purchase Agreement"). The Receivables Purchase Agreement Amendment further amends and restates the Receivables Purchase Agreement to add BBVA via joinder to the Receivables Purchase Agreement and other Transaction Documents as a Committed Purchaser (as defined in the Receivables Purchase Agreement) and a Purchaser Agent (as defined in the Receivables Purchase Agreement) and extend the term of the Company’s receivables and loans securitization facility provided under the Receivables Purchase Agreement to August 26, 2026, unless terminated earlier pursuant to the terms of the Receivables Purchase Agreement.

Repurchase Facility Amendment

On August 27, 2025, the Company entered into an Omnibus Amendment No. 3 (the "Omnibus Amendment"), by and among Coöperatieve Rabobank U.A., New York Branch, a Dutch coöperatieve acting through its New York Branch ("Rabobank"), as buyer, the Company and CHS Capital, LLC, a Minnesota limited liability company ("CHS Capital"), as sellers, the Company, as agent for the sellers and solely for purposes of Section 7.3 of the Omnibus Amendment, as guarantor, to that certain Master Framework Agreement, dated July 11, 2023, by and among Rabobank, the Company and CHS Capital (as previously amended, the "Framework Agreement"). The Omnibus Amendment extends the scheduled term of the Company’s repurchase financing facility under the Framework Agreement to August 26, 2026 and increases the Funding Limit (as defined in the Framework Agreement) from $200 million to $250 million.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the information set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

SIGNATURES

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

CHS Inc.

Date: August 29, 2025

By:

/s/ Olivia Nelligan

Olivia Nelligan

Executive Vice President, Chief Financial Officer and Chief Strategy Officer

CHS Inc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation