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): September 14, 2022
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 7.01 Regulation FD Disclosure.
Representatives of CHS Inc. (“CHS”) will be participating in upcoming meetings with CHS’s member–owners and others. Among other topics, CHS representatives will discuss the 2022 fiscal year patronage and equity redemption determinations that were recently made by the CHS Board of Directors. A summary of those determinations are as follows: (1) 10.0% of the earnings from patronage business for the fiscal year ended August 31, 2022 (“Fiscal 2022”) will be added to CHS’s capital reserves, (2) $500.0 million of CHS’s Fiscal 2022 patronage–sourced earnings is intended to be paid in cash to its member–owners during the fiscal year ending August 31, 2023 (“Fiscal 2023”) and (3) $500.0 million in cash is intended to be distributed in Fiscal 2023 in the form of equity redemptions. Additional details will be available after Fiscal 2022 year–end results are filed on CHS’s Annual Report on Form 10–K for Fiscal 2022, including the amount of Fiscal 2022 patronage equity certificates that will be distributed.
Pursuant to General Instruction B.2. to Form 8–K, the information set forth in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Form 8–K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall otherwise be expressly set forth by specific reference in such filing.
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: September 14, 2022 | By: | /s/ Olivia Nelligan | ||||||||||||
| Olivia Nelligan | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||