S-8

As filed with the Securities and Exchange Commission on April 3, 2024

Registration No. 333–

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

CHS Inc.

(Exact name of registrant as specified in its charter)

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)

CHS Inc. Deferred Compensation Plan

(Full title of the plan)

Brandon Smith

Executive Vice President and General Counsel

CHS Inc.

5500 Cenex Drive Inver Grove Heights, Minnesota 55077

(651) 355–6000

(Name, address and telephone number,

including area code, of agent for service)

Copy to:

Anthony W. Epps

Dorsey & Whitney LLP

1400 Wewatta Street, Suite 400

Denver, Colorado 80202-5549

(303) 352–1109

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer þ Smaller reporting company ☐ 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 7(a)(2)(B) of the Exchange Act.o

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in "Item 1. Plan Information" and "Item 2. Registrant Information and Employee Plan Annual Information" of Form S-8 will be sent or given to participants of the Plan, as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registration of Additional Securities

CHS Inc. ("CHS") has previously registered $100,000,000 of Deferred Compensation Obligations under the Plan pursuant to a Registration Statement on Form S-8 (Registration No. 333–212440) filed with the Commission on July 8, 2016 and $100,000,000 of Deferred Compensation Obligations under the Plan pursuant to a Registration Statement on Form S-8 (Registration No. 333–264154) filed with the Commission on April 6, 2022. Under this Registration Statement, CHS is registering an additional $200,000,000 of Deferred Compensation Obligations under the Plan in accordance with the Plan provisions.

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by CHS with the Commission, are incorporated by reference in this Registration Statement:

(a) our Annual Report on Form 10-K for the fiscal year ended August 31, 2023;

(b) our Quarterly Reports on Form 10-Q for the quarterly periods ended November 30, 2023, and February 29, 2024; and

(c) our Current Reports on Form 8-K filed on September 6, 2023, November 7, 2023, November 8, 2023, December 7, 2023, December 11, 2023, January 10, 2024, January 12, 2024, April 2, 2024, and April 3, 2024 (except for any portions of such Current Reports on Form 8-K furnished pursuant to Item 2.02 and/or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission).

All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold (except for any portion furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or any other portion deemed to have been "furnished" rather than "filed" in accordance with the Commission’s rules) shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

The securities offered hereby are Deferred Compensation Obligations of CHS, which are being offered to eligible employees and directors of CHS and its participating affiliates under the Plan. The Plan permits participants to defer, in accordance with the terms of the Plan, base salary, bonuses and director fees (each, a "Cash Deferral"). The amount of compensation to be deferred by each participant will be based on elections by each participant under the terms of the Plan.

CHS may be required to credit amounts on behalf of its directors depending on CHS’s achievement of performance metrics determined by the board of directors of CHS in its discretion. CHS may also be required to credit amounts to a participant’s account in accordance with employment or other agreements entered into between the participant and CHS. In addition, CHS may, but is not required to, credit any amount it desires to any participant’s account. CHS may also credit

amounts to a participant’s account to make up for certain limits applicable to the CHS 401(k) plan or other qualified plan for the Plan year or for such other purposes as determined by the Plan committee in its sole discretion. All such amounts may: (1) be smaller or larger than the amount credited to any other participant; (2) be zero, even though one or more other participants receive a contribution from CHS; and (3) differ from the amount credited to such participant in the preceding Plan year. The Plan is an unfunded plan, and CHS is not required to set aside any funds or otherwise provide any mechanism for paying the credited amounts at any time amounts are credited to a participant’s account.

The deferred amounts described above (including the Cash Deferrals and additional amounts credited by CHS to a participant’s account) will be credited with earnings and investment gains and losses by assuming that the amount was invested in one or more investment alternatives selected by the participant in accordance with the terms of the Plan. The deemed investment alternatives include various investment funds with different degrees of risk and a fixed interest alternative. These deemed investment alternatives are merely measuring tools to determine the value of the participant’s account, and CHS is not required to invest any amounts as a result of these elections.

CHS’s obligations to make payments under the Plan are unsecured obligations of CHS and are subject to the claims of general creditors of CHS. These obligations will rank equally with other unsecured and unsubordinated indebtedness of CHS from time to time outstanding. All amounts payable to participants under the Plan are denominated in U.S. dollars and will be payable on the date or dates selected by each participant in accordance with the terms of the Plan or on such other date or dates as specified in the Plan. Rights to payment under the Plan are not convertible into another security of CHS.

CHS reserves the right to amend the Plan prospectively at any time, including the right to terminate the Plan completely. No amendment will reduce a participant’s account balance as of the date of such amendment. In no event will CHS be responsible for any decline in a participants’ account balance as a result of the selection, discontinuation, addition, substitution, crediting or debiting of one or more investment alternatives.

A participant’s rights or the rights of any other person to receive payment of Deferred Compensation Obligations under the Plan may not be sold, assigned, transferred, pledged, garnished or encumbered, except by a written designation of a beneficiary under the Plan.

The foregoing summarizes the material terms and provisions of the Deferred Compensation Obligations. It is not a complete legal description of the Deferred Compensation Obligations and is qualified in its entirety by reference to the Plan.

Item 5. Interests of Named Experts and Counsel.

Certain legal matters in connection with the Deferred Compensation Obligations to which this Registration Statement relates have been passed upon by Brandon Smith, Executive Vice President and General Counsel of CHS. Mr. Smith is eligible to participate in the Plan.

Item 6. Indemnification of Directors and Officers.

Section 308A.325 of the Minnesota Cooperative Law provides that a cooperative may eliminate or limit the personal liability of a director of a cooperative for monetary damages for breach of fiduciary duty as a director in the cooperative's articles of incorporation, provided, however, that the articles may not eliminate or limit the liability of a director for:

•a breach of the director’s duty of loyalty to the cooperative or its members;

•acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law;

•a transaction from which the director derived an improper personal benefit; or

•an act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.

Article IX of our Articles of Incorporation, as amended to date, eliminates or limits the personal liability of our directors to the greatest extent permitted under Minnesota law.

Article VI of our Bylaws, as amended to date, provides that we shall indemnify each person who is or was a director, officer, manager, employee or agent of CHS, and any person serving at the request of CHS as a director, officer, manager, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred to the fullest extent to which such directors, officers, managers, employees or agents of a cooperative may be indemnified under the law of the State of Minnesota or any amendments thereto or substitutions therefor.

We maintain directors' and officers' liability insurance that covers certain liabilities and expenses of our directors and officers and covers CHS for reimbursement of payments to our directors and officers in respect of such liabilities and expenses.

Insofar as the foregoing provisions permit indemnification for liability arising under the Securities Act, we have been informed that, in the opinion of the Commission, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Description
4.1	CHS Inc. Deferred Compensation Plan Master Plan Document (2023 Restatement). (Incorporated by reference to our Form 10-Q for the quarterly period ended February 28, 2023, filed April 5, 2023).
4.2	Beneficiary Designation Form for the CHS Inc. Deferred Compensation Plan. (Incorporated by reference to our Form 10-K for the fiscal year ended August 31, 2009, filed November 10, 2009).
4.3	New Plan Participants 2011 Plan Agreement and Election Form for the CHS Inc. Deferred Compensation Plan. (Incorporated by reference to our Registration Statement on Form S-8 (Registration No. 333-177326), filed October 14, 2011).
5.1	Opinion of Brandon Smith (Executive Vice President and General Counsel of CHS). (*)
23.1	Consent of Brandon Smith (Executive Vice President and General Counsel of CHS)(included in Exhibit 5.1). (*)
23.2	Consent of PricewaterhouseCoopers LLP. (*)
24.1	Power of Attorney. (*)
107	Filing Fee Table. (*)

(*) Filed herewith.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Inver Grove Heights, State of Minnesota, on the 3rd day of April, 2024.

CHS Inc.
By:	/s/ Olivia Nelligan
	Olivia Nelligan
	Executive Vice President, Chief Financial Officer and Chief Strategy Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 3rd day of April, 2024.

Signature	Title
/s/ Jay D. Debertin	President and Chief Executive Officer (principal executive officer)
Jay D. Debertin
/s/ Olivia Nelligan	Executive Vice President, Chief Financial Officer and Chief Strategy Officer (principal financial officer)
Olivia Nelligan
/s/ Daniel Lehmann	Senior Vice President Finance, Corporate Controller and Chief Accounting Officer (principal accounting officer)
Daniel Lehmann
*	Chair of the Board of Directors
Daniel Schurr
*	Director
David Beckman
*	Director
Clinton J. Blew
*	Director
Hal Clemensen
*	Director
Scott A. Cordes
*	Director
Jon Erickson
*	Director
Mark Farrell
*	Director
Steve Fritel

*	Director
Alan Holm
*	Director
David Johnsrud
*	Director
Tracy G. Jones
*	Director
David R. Kayser
*	Director
Russell A. Kehl
*	Director
Anthony Rossman
*	Director
Jerrad Stroh
*	Director
Kevin Throener
*	Director
Cortney Wagner

*By	/s/ Olivia Nelligan
	Olivia Nelligan Attorney-in-fact

EXHIBIT INDEX

Exhibit Number	Description
4.1	CHS Inc. Deferred Compensation Plan Master Plan Document (2023 Restatement). (Incorporated by reference to our Form 10-Q for the quarterly period February 28, 2023, filed April 5, 2023).
4.2	Beneficiary Designation Form for the CHS Inc. Deferred Compensation Plan. (Incorporated by reference to our Form 10-K for the fiscal year ended August 31, 2009, filed November 10, 2009).
4.3	New Plan Participants 2011 Plan Agreement and Election Form for the CHS Inc. Deferred Compensation Plan. (Incorporated by reference to our Registration Statement on Form S-8 (Registration No. 333-177326), filed October 14, 2011).
5.1	Opinion of Brandon Smith (Executive Vice President and General Counsel of CHS). (*)
23.1	Consent of Brandon Smith (Executive Vice President and General Counsel of CHS)(included in Exhibit 5.1). (*)
23.2	Consent of PricewaterhouseCoopers LLP. (*)
24.1	Power of Attorney. (*)
107	Filing Fee Table. (*)

(*) Filed herewith.

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

CHS Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Other	Deferred Compensation Obligations (1)	457(h)	$200,000,000 (2)	100%	$200,000,000	$0.0001476	$29,520
Total Offering Amounts					$200,000,000		$29,520
Total Fee Offsets							—
Total Fee Due							$29,520

(1) The deferred compensation obligations to which this registration statement (this "Registration Statement") relates (the "Deferred Compensation Obligations") arise under the CHS Inc. Deferred Compensation Plan, as amended and restated (the "Plan"), and are unsecured obligations of CHS Inc. ("we," "us" or "CHS") to pay deferred compensation in the future in accordance with the terms of the Plan.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the "Securities Act"). The amount of Deferred Compensation Obligations registered is based on an estimate of the amount of compensation that may be deferred under the Plan.

EX-5.1

Exhibit 5.1

April 3, 2024

CHS Inc.

5500 Cenex Drive

Inver Grove Heights, MN 55077

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

I am the Executive Vice President and General Counsel of CHS Inc., a Minnesota cooperative corporation ("CHS"). I am delivering this opinion in connection with the registration under the Securities Act of 1933, as amended, of $200,000,000 of deferred compensation obligations ("Deferred Compensation Obligations") of CHS. The Deferred Compensation Obligations will be offered to eligible employees and directors of CHS and its participating affiliates under the CHS Inc. Deferred Compensation Plan, as amended and restated (the "Plan"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated by the Securities and Exchange Commission in connection with the Registration Statement on Form S-8 that relates to the proposed offering of the Deferred Compensation Obligations pursuant to the Plan (the "Registration Statement").

I have examined such documents and have reviewed such questions of law as I have considered necessary and appropriate for the purposes of the opinions set forth below. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to me as copies. I have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to my opinions, I have relied upon certificates of officers of CHS and of public officials.

Based on the foregoing, I am of the opinion that the Deferred Compensation Obligations, when created in accordance with the terms of the Plan, will be valid and binding obligations of CHS, except as limited by (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

To the extent that the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), pertain to provisions of the Plan, such provisions comply with the ERISA requirements.

My opinions expressed above are limited to the laws of the State of Minnesota and the federal laws of the United States of America.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Kind regards,

/s/ Brandon Smith

Brandon Smith

Executive Vice President and General Counsel

CHS Inc.

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 8, 2023 relating to the financial statements and financial statement schedule, which appears in CHS Inc.’s Annual Report on Form 10-K for the year ended August 31, 2023.

/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota

April 3, 2024

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jay D. Debertin, Olivia Nelligan, and Daniel Lehmann and each of them, their true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, and any and all amendments (including post-effective amendments) thereto, relating to the CHS Inc. Deferred Compensation Plan, as amended and restated, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or the substitutes for such attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed on the 3rd day of April, 2024, by the following persons:

Signature	Title
/s/ Jay D. Debertin	President and Chief Executive Officer
Jay D. Debertin	(principal executive officer)
/s/ Olivia Nelligan	Executive Vice President, Chief Financial Officer and Chief Strategy Officer
Olivia Nelligan	(principal financial officer)
/s/ Daniel Lehmann	Senior Vice President Finance, Corporate Controller and Chief Accounting Officer
Daniel Lehmann	(principal accounting officer)
/s/ Daniel Schurr	Chair of the Board of Directors
Daniel Schurr
/s/ David Beckman	Director
David Beckman
/s/ Clinton J. Blew	Director
Clinton J. Blew
/s/ Hal Clemensen	Director
Hal Clemensen
/s/ Scott A. Cordes	Director
Scott A. Cordes
/s/ Jon Erickson	Director
Jon Erickson
/s/ Mark Farrell	Director
Mark Farrell
/s/ Steven Fritel	Director
Steve Fritel

Exhibit 24.1

Signature	Title
/s/ Alan Holm	Director
Alan Holm
/s/ David Johnsrud	Director
David Johnsrud
/s/ Tracy G. Jones	Director
Tracy G. Jones
/s/ David R. Kayser	Director
David R. Kayser
/s/ Russell A. Kehl	Director
Russell A. Kehl
/s/ Anthony Rossman	Director
Anthony Rossman
/s/ Jerrad Stroh	Director
Jerrad Stroh
/s/ Kevin Throener	Director
Kevin Throener
/s/ Cortney Wagner	Director
Cortney Wagner