CHS INC — Regulatory Filings 2021

Sep 15, 2021

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 15, 2021

CHS Inc.

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 001 - 36079

Minnesota — (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 2021 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, 2021 (“ Fiscal 2021” ) will be added to CHS’s capital reserves, (2) $50.0 million of CHS’s Fiscal 2021 patronage–sourced earnings will be paid in cash to its member–owners during the fiscal year ending August 31, 2022 (“ Fiscal 2022” ) and (3) $100.0 million in cash is intended to be distributed in Fiscal 2022 in the form of equity redemptions, $70.0 million of which is intended to be distributed to association members and $30.0 million of which is intended to be distributed to individual producer members or their estates. Additional details will be available after fiscal 2021 year–end results are filed on CHS’s Form 10–K, including the amount of nonqualified Fiscal 2021 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.

/s/ Olivia Nelligan
Olivia Nelligan
Executive Vice President and Chief Financial Officer