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CHS INC

For the period ended Aug 31, 2026. Filed Nov 4, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Nov 4, 2026

CHSCL$24.53+0.9%Stored close · as of Nov 9, 2026

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Contents

Item 11. Executive Compensation

Compensation Discussion and Analysis

Executive Compensation

This Compensation Discussion and Analysis describes the material elements of compensation awarded to each of the following executive officers ("Named Executive Officers") during the year ended August 31, 2026:

NamePosition
Jay DebertinPresident and Chief Executive Officer
Olivia NelliganExecutive Vice President, Chief Financial Officer and Chief Strategy Officer
Brandon SmithExecutive Vice President, General Counsel
Darin HunhoffExecutive Vice President, Energy
John GriffithExecutive Vice President, Ag Business and CHS Hedging

Our executive compensation program is designed to align executive pay with our operational objectives and long-term business strategy. This Compensation Discussion and Analysis explains the objectives and principles of our executive compensation and benefit programs and the compensation decisions affecting our CEO and other Named Executive Officers for fiscal 2026.

Compensation Philosophy and Objectives

The CHS executive compensation philosophy focuses on these key objectives:

Provide market-competitive compensation and benefit programs to attract and retain exceptional talent who demonstrate the CHS capabilities and are committed to the long-term success of CHS;

Align executive rewards to quantifiable annual and long-term performance goals that drive enterprise results and provide competitive returns to our member-owners;

Emphasize a culture of performance and accountability by linking executive performance goals to business strategy and differentiating rewards based on company and individual performance; and

Ensure compliance with government mandates and regulations.

Our overall compensation philosophy and practices are grounded in our commitment to fair and equitable pay. This includes a regular review of employee compensation as well as compensation practices.

Governance of Executive Compensation

The Governance Committee and the Executive Committee of the Board of Directors engage an independent compensation consultant, Pay Governance LLC ("Pay Governance"), to advise on executive compensation matters, including compensation for our Named Executive Officers.

The Executive Committee oversees the design and administration of the CEO's compensation. Pay Governance provides the Executive Committee with market data, analyses and guidance regarding compensation matters for our CEO. The Executive Committee recommends CEO compensation actions to the Board of Directors and approves annual and long-term incentive awards for the CEO. The Board of Directors has final authority over the CEO's compensation. There are no formal policies governing the allocation of pay mix other than maintaining competitiveness with the external market and alignment with our compensation philosophy and objectives. The CEO is not involved in the selection of Pay Governance and does not participate in or observe Executive Committee discussions regarding CEO compensation.

The Governance Committee assists the Board of Directors in overseeing executive compensation governance matters, 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. The Governance Committee also annually recommends incentive plan goals applicable to Named Executive Officers and other eligible employees, subject to final approval by the Board of Directors.

For the other Named Executive Officers, the CEO has final authority over individual pay decisions. Human resources, finance and legal teams are responsible for the day-to-day design and administration of the compensation and benefit programs.

Because we are not subject to Section 14A of the Securities Exchange Act of 1934, we are not required to, and do not, conduct shareholder advisory votes on executive compensation.

Components of Executive Compensation and Benefits

Our executive compensation and benefit program consists of the following components:

Pay ComponentDescriptionObjective
Base PayFixed salary based on market benchmarks, internal pay structure and the individual's skills, experience, knowledge and contributionsProvide fixed compensation for the role's duties, scope and responsibilities
Short-Term IncentiveAnnual performance-based variable pay opportunity tied to predetermined financial and individual performance goalsLink executive pay to annual performance, including company financial performance, achievement of business and individual goals and demonstration of CHS capabilities
Long-Term IncentiveLong-term performance-based variable pay opportunity tied to predetermined enterprise-level three-year financial goalsLink executive pay to long-term business performance, align management and member-owner interests, and support executive retention
Profit SharingAnnual performance-based award tied to predetermined enterprise-level financial goalsReward employees for company profitability
BenefitsMedical, dental, vision, life insurance, short-term disability and long-term disability, qualified and non-qualified retirement plans, and other benefitsProvide a competitive total rewards program that supports the attraction and retention of executives

Market Competitiveness of Executive Compensation

When benchmarking competitive compensation levels, we analyze independent compensation survey information that reflects comparable industries, markets, revenues and companies that compete with us for executive talent. In fiscal 2026, the sources considered included the WTW General Industry Executive Survey, WTW Custom Peer Comparator Group Executive Survey, Mercer Benchmark Database (Executive), and Radford/Aon Global Compensation Database (Executive). These sources provide competitive market data for base salary, short-term incentives, total cash compensation, long-term incentives, and total direct compensation across organizations of varying industries, sizes and ownership structures, including public, private, nonprofit, government, and mutual organizations.

In determining competitive compensation levels for the CEO, the Board considers market data from compensation surveys and publicly available proxy data for a peer group of 17 public companies in the agriculture, energy, food and transportation industries. Our Board reviews the peer group annually and makes adjustments as appropriate to maintain a reasonable external benchmark for executive compensation. Following its review, and in consultation with Pay Governance, the Board concluded that the peer group remained appropriate and approved the same peer group for 2026:

2026 Peer Group
ADMC.H. RobinsonHF Sinclair CorporationMarathon PetroleumValero Energy
BayerConagra BrandsHormel FoodsMosaic
BungeCortevaIngredion IncorporatedNutrien
CF IndustriesGeneral MillsKinder MorganPhillips 66

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.

For the Named Executive Officers excluding the CEO, target total compensation was, on average, aligned to the desired competitive range around the market median. Actual total cash compensation, on average, was above market median due to strong company financial performance in fiscal 2026. Actual total direct compensation was around market median, on average, after also considering slightly below target performance of the long-term incentive award for the three-year performance period ended in fiscal 2026.

For the CEO, target total cash compensation and target total direct compensation were aligned to the desired competitive range. From an actual pay perspective, company financial performance in fiscal 2026 was well above target, resulting in actual total cash compensation above market median. When taking into account slightly below target performance in the long-term incentive award for the three-year performance period ended in fiscal 2026, the CEO's actual total direct compensation was below market median but within the desired competitive range.

Target Pay Mix

Our executive compensation program is designed to provide an appropriate mix of base pay, short-term incentive and long-term incentive to maintain alignment with the competitive talent market, engage executive officers in achieving both short-term and strategic results, and support the long-term interests of our member-owners.

The table below illustrates the target pay mix of base salary, short-term incentive target pay and long-term incentive target pay based on the 2026 Grants of Plan-Based Awards values (see the Summary Compensation Table) for our CEO and the other Named Executive Officers as a group. The CEO has a proportionately higher target award opportunity for the long-term incentive resulting in target total direct compensation that is weighted more toward long-term business performance, which aligns with our overall executive compensation objectives and market practices.

Base Pay

Base pay for our Named Executive Officers consists of a fixed salary paid semi-monthly. Salaries are generally targeted around the median of competitive market data obtained through our competitive benchmarking process described earlier. An individual executive’s salary relative to market is based on a variety of factors, including, but not limited to, scope and level of responsibilities, skills, experience, performance and internal equity.

Individual salaries are determined and reviewed annually, or when there is a significant change in an executive’s scope or level of responsibilities. Any salary adjustments are informed by competitive market data and the factors described above and are not determined using pre-established weighting factors.

Our Board of Directors approved a 3% salary increase effective December 1, 2025, for Mr. Debertin to reward him for his performance and maintain base pay above market median, recognizing his strong performance and long tenure as CEO. Ms. Nelligan, Mr. Smith, Mr. Hunhoff and Mr. Griffith received salary increases of 5%, 4%, 4% and 4%, respe ctively, to reward them for their contributions and maintain market competitive pay.

Overview of Performance-Based Incentive Plans

We operate our diversified global businesses to maximize value, in the near term and long term, for our member cooperatives, farmer-owners and customers. 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 tied to financial results. Actual payouts for the incentive cycles ended in fiscal 2026 reflect the team’s ability to manage costs and take advantage of strong energy market conditions while navigating a challenging farm economy, which are, collectively, captured in our primary financial measure of Return on Invested Capital ("ROIC").

ROIC is not defined under U.S. GAAP. Therefore, it should not be considered a substitute for other measures prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies. ROIC is a measurement of how efficiently we use capital and the level of return on that capital. It is calculated by dividing adjusted net operating profit after tax by average funded debt plus beginning equity. 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.

Short-Term Incentive Pay

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 2026. 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. The target AVP award is 1.15x base salary for Named Executive Officers other than Mr. Debertin, who has a target AVP award of 1.5x base salary.

For fiscal 2026, the AVP incentive was weighted 70% on enterprise-level financial performance and 30% on individual performance, with total payout opportunities ranging from 50% of target at threshold performance to 200% of target at maximum performance. 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 pre-established ROIC goals at the enterprise level. The threshold, target and maximum ROIC goals approved by the Board of Directors for fiscal 2026 are set forth in the table below.

The individual performance component was based on demonstration of the CHS Capabilities and achievement of specific goals relating to areas such as business profitability, execution of strategic initiatives and talent management. In conjunction with the annual performance review process for our CEO, the Board of Directors determines and approves the individual portion of the short-term incentive award based upon achievement of the previously specified goals and key job accountabilities. Likewise, our CEO uses a similar process for determining individual performance for the other Named Executive Officers.

CHS financial performance goals and award opportunities, as a multiple of the target award opportunity, under our fiscal 2026 AVP were as follows:

Performance LevelCHS ROIC GoalTarget Award Multiple
Maximum7.5%2.0x
Target6.0%1.0x
Threshold5.1%0.5x
Below threshold<5.1%0.0x

For purposes of the ROIC measure for fiscal 2026 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, 2025 and 2026, respectively, and the total beginning of year equity as of July 31, 2025. Further, for purposes of the fiscal 2026 AVP, we excluded the impacts of asset impairments and severance accrual as nonrecurring events.

ROIC results for fiscal 2026 were 9.79%, resulting in award payouts at 2.0x target for the financial performance component.

Adjusted net operating profit after tax was higher in fiscal 2026 from the previous year driven by strong operating performance amidst volatile market conditions and management’s focus, including active cost management and portfolio optimization. Partially offsetting this favorability was a significant increase in our Renewable Identification Numbers (RINs) cost. Mr.

Debertin, the other Named Executive Officers, and our other CHS employees were able to consistently execute to deliver strong results.

The Board of Directors determined the CEO’s individual performance, and the CEO determined the individual performance of each other Named Executive Officer. Each was determined to have performed strongly against their individual goals and, therefore, achieved above-target payout for the 30% individual performance component.

As a result, short-term incentive awards that were earned under the AVP for fiscal 2026 for the Named Executive Officers are as follows:

NamePosition2026 AVP Payouts
(Dollars)
Jay DebertinPresident and Chief Executive Officer$4,480,500
Olivia NelliganExecutive Vice President, Chief Financial Officer and Chief Strategy Officer1,623,388
Brandon SmithExecutive Vice President, General Counsel1,489,000
Darin HunhoffExecutive Vice President, Energy1,447,484
John GriffithExecutive Vice President, Ag Business and CHS Hedging1,436,636

Long-Term Incentive Pay

Each Named Executive Officer was eligible to participate in the CHS Inc. Executive Long-Term Incentive Plan ("ELTIP"). The ELTIP consists of three-year performance periods with a new performance period beginning every fiscal year. Our Board of Directors approves the ELTIP goals for each three-year period.

Target award levels for the ELTIP are set with regard to various factors including internal equity and market competitiveness. The target ELTIP award is 1.25x base salary for Named Executive Officers other than Mr. Debertin, who has a target ELTIP award of 5.0x his base salary.

Changes to ELTIP awards granted in fiscal 2025 and beyond

In July 2024, 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. The changes are summarized below:

ProvisionFor awards granted prior to fiscal 2025(including the three-year ELTIP period ended in fiscal 2026)For awards granted in fiscal 2025 and beyond
DeferralEarned awards are contributed to the Deferred Compensation Plan after the end of each performance period.Earned awards from the ELTIP are paid in cash unless the participant elects to defer all or a portion of the award.
VestingAwards vest over an additional 28-month period following the performance period end date.No additional vesting is required after completion of the three-year performance period.
Timing of grantParticipant 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.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.
Pro-ration of awardsAward opportunity is pro-rated based upon full months of participation out of the three-year performance period.Award opportunity is determined as of August 31 of the first year of the three-year performance period; any earned award is paid in full.

For purposes of the ROIC measure for the three-year ELTIP period ended in fiscal 2026, 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 2024-2026 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, 2023, 2024, 2025 and 2026, respectively, and the total beginning of year equity as of July 31, 2023, 2024 and 2025, respectively. Further, for purposes of calculating adjusted net operating profit for the fiscal 2024-2026 performance period, we excluded the impacts of asset impairments and severance accrual as nonrecurring events.

Target award opportunities for the fiscal 2024-2026 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. We must meet the threshold level of ROIC performance for the three-year performance period for any participant to earn an award. ELTIP financial performance goals and award opportunities, as a multiple of the target award opportunity, under our fiscal 2024-2026 performance period were as follows:

Performance LevelCHS Three-Year ROIC GoalTarget Award Multiple
Superior Maximum (1)12.0%4.0x (1)
Maximum10.0%2.0x
Target8.5%1.0x
Threshold7.0%0.5x
Below threshold<7.0%0.0x

(1) The Superior Maximum performance level and target award multiple do not apply to the CEO; his maximum award is capped at 2.0x target.

Business conditions in the agriculture and energy industries were favorable during the early part of the 2024-2026 performance period and then became challenging. Our ability to execute strong operational performance in both the favorable and challenging environments resulted in ROIC of 9.5%, 5.7% and 9.79% in fiscal 2024, fiscal 2025 and fiscal 2026, respectively. Overall ROIC performance for the fiscal 2024-2026 performance period was 8.3%, resulting in slightly below target performance level awards equal to 0.932xthe target for the Named Executive Officers. ELTIP payments for the fiscal 2024-2026 ELTIP for the Named Executive Officers are as follows:

NamePosition2024-2026 ELTIP Awards
(Dollars)
Jay DebertinPresident and Chief Executive Officer$6,824,570
Olivia NelliganExecutive Vice President, Chief Financial Officer and Chief Strategy Officer820,801
Brandon SmithExecutive Vice President, General Counsel746,063
Darin HunhoffExecutive Vice President, Energy742,216
John GriffithExecutive Vice President, Ag Business and CHS Hedging736,653

The fiscal 2026 award grant values associated with the fiscal 2026-2028 ELTIP performance period, which continue to measure three-year ROIC, are provided in the "2026 Grants of Plan-Based Awards" table.

Profit-Sharing

Each Named Executive Officer was eligible to participate in our Profit-Sharing Plan, which is also available to other employees. The purpose of the Profit-Sharing Plan is to reward employees for our profitability. Annual profit-sharing contributions for executives are calculated as a percent of base pay and annual variable pay for the calendar year and are made to the CHS Inc. 401(k) Plan ("401(k) Plan") account and CHS Inc. Deferred Compensation Plan ("Deferred Compensation Plan") account of each Named Executive Officer. The profit-sharing amount varies in relation to CHS ROIC performance. The fiscal 2026 Profit-Sharing Plan ROIC goals and contribution as a percent of eligible compensation are displayed in the following table:

Performance LevelCHS ROIC GoalProfit-Sharing Award
Maximum7.5%5%
6.75%4%
Target6.0%3%
5.55%2%
Threshold5.1%1%

ROIC results for fiscal 2026 were 9.79%. Acco rdingly, each Named Executive Officer earned a 5% Profit-Sharing award.

Retirement Benefits

We provide the following retirement and deferral programs to Named Executive Officers:

CHS Inc. Pension Plan

CHS Inc. 401(k) Plan

CHS Inc. Supplemental Executive Retirement Plan

CHS Inc. Deferred Compensation Plan

CHS Inc. Pension Plan

The CHS Inc. Pension Plan (the “Pension Plan”) is a tax-qualified defined benefit pension plan in which all Named Executive Officers participate on the same terms generally applicable to other eligible employees. Participants become fully vested after three years of vesting service. Benefits are generally payable as a lump sum equal to the participant’s account balance or, if elected, as an actuarially equivalent annuity. The normal form of benefit is a life annuity for unmarried participants and a 50% joint-and-survivor annuity for married participants. Compensation and benefits are governed by limits imposed by the Internal Revenue Code.

A Named Executive Officer's benefit under the Pension Plan depends on contribution credits to his or her account, which are based on the Named Executive Officer'sbase pay 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.

The amount of contribution credits added to a Named Executive Officer's account each year is a percentage of the Named Executive Officer’seligible compensation. The contribution credits percentage received is determined on a yearly basis, based on the years of benefit service completed as of December 31 of each year. A Named Executive Officer receives one year of benefit service for every calendar year of employment in which the Named Executive Officer completed at least 1,000 hours of service.

Contribution credits are earned according to the following schedules:

Regular Contribution Credits

Regular Contribution Credit
Years of Benefit ServicePay Below Social Security Taxable Wage BasePay Above Social Security Taxable Wage Base
1-3 years3%6%
4-7 years4%8%
8-11 years5%10%
12-15 years6%12%
16 years or more7%14%

Mid-Career Contribution Credits

Employees hired after age 40 qualify for the following minimum contribution credit:

Minimum Contribution Credit
Age at Date of HirePay Below Social Security Taxable Wage BasePay Above Social Security Taxable Wage Base
Age 40-444%8%
Age 45-495%10%
Age 50 or higher6%12%

Investment Credits

We credit a Named Executive Officer's account at the end of the calendar year with an investment credit based on the balance at the beginning of the year. For fiscal 2025 and the period September 1, 2025 through December 31, 2025, the investment credit is based on the four-month average of one-year U.S. Treasury bills for the period beginning August 1 through November 30 of the prior plan year. For the periods above, the minimum interest rate under the Pension Plan is 4.65%, and the maximum is 10%. Effective January 1, 2026, the interest rate is based on the greater of the four-month average of the one-year or 10-year U.S. Treasury rates for the four-month period from August 1 through November 30 of the prior plan year, and the maximum remains 10% but the 4.65% minimum no longer applies.

CHS Inc. 401(k) Plan

The 401(k) Plan is a tax-qualified, defined contribution retirement plan. The Named Executive Officers are eligible to participate in the 401(k) Plan on the same basis as other eligible employees. Participants may contribute between 1% and 50% of their eligible compensation on a pretax and/or Roth basis. We match 100% of the first 1% and 50% of the next 5% of eligible compensation 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.

CHS Inc. Supplemental Executive Retirement Plan and CHS Inc. Deferred Compensation Plan

Because the Internal Revenue Code limits the benefits that may be contributed to the Pension Plan and the 401(k) Plan, the CHS Inc. Supplemental Executive Retirement Plan ("SERP") and the Deferred Compensation Plan ("DCP") were established to provide certain employees participating in the qualified plans with supplemental benefits such that, in the aggregate, they equal the benefits that would have been contributed had these limits not been in effect. The SERP also includes compensation deferred under the DCP that is excluded under the qualified retirement plan. All Named Executive Officers are eligible to participate in the SERP.

Compensation includes pay without regard to compensation limitations imposed by the Internal Revenue Code. Company contributions under the Pension Plan and 401(k) Plan are not eligible for contribution credits.

Certain Named Executive Officers may have accumulated non-qualified plan balances or benefits that have been carried over from predecessor companies as a result of past mergers and acquisitions. Benefits from the SERPare primarily funded in a rabbi trust, with a balance as of August 31, 2026, of $43.5 million. Benefits from the plan do not qualify for special tax treatment under the Internal Revenue Code.

For fiscal 2026, the DCP allowed 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. The election must occur before the beginning of the calendar year in which the eligible compensation would otherwise be paid. During the year ended August 31, 2026, all Named Executive Officers were eligible to participate in the DCP, and Ms. 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, 2026, of $199.9 million. Benefits from the plan do not qualify for special tax treatment under the Internal Revenue Code.

Health and Welfare Benefits

Our Named Executive Officers are eligible to participate in benefits under our comprehensive health and welfare program on the same basis as other eligible full-time employees. Like nonexecutive full-time employees, participation in the health and welfare benefit plans may vary based on each Named Executive Officer's annual benefit elections.

Additional Benefits

Our Named Executive Officers are eligible for certain additional benefits, including executive long-term disability coverage, executive physical examinations, spouse executive physical participation, limited financial and tax planning assistance and cybersecurity services. The Company also provides certain personal security services for our CEO in light of the evolving security risks faced by corporate executives. These benefits are intended to support a competitive total rewards package and the retention of executive talent. Additional information is included in the “All Other Compensation” column of the Summary Compensation Table.

Incentive Compensation Recovery Policy

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. 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. The amount of excess incentive compensation will be equal to the amount by which the Covered Recovery Party's incentive compensation for the relevant period exceeded the amount that would have been earned or awarded based on the restated financial results, as determined by our Board of Directors. The method used to recover the applicable excess incentive compensation will be determined by our Board of Directors, in its sole discretion, and may include requiring reimbursement of cash incentive compensation that was previously paid, forfeiting any incentive compensation contribution made under the Deferred Compensation Plan, offsetting the recovered amount from any compensation or incentive compensation that may be earned or awarded in the future or taking any other remedial or recovery action permitted by law.

Detrimental Conduct Policy

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").

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:

Deliberate and continued failure, after delivery of notice to such Covered Person by us, by a Covered Person to substantially perform his or her duties and responsibilities in a manner that has an adverse effect on us;

Knowing and willful violation of any law, government regulation or company code of conduct or policy;

Knowingly encouraging or directing others to violate any law, government regulation or company code of conduct or policy;

Fraud or dishonesty resulting or intended to result in personal enrichment at our expense;

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;

Knowingly encouraging or directing others to violate safety measures resulting, or intended to result, in harm to any person or destruction or damage to any property of ours or other parties;

Knowing and willful engagement in discrimination or harassment (whether sexual or otherwise) in violation of any of our policies prohibiting discrimination and/or harassment;

Knowingly encouraging or directing others to violate any CHS policies prohibiting discrimination and harassment (whether sexual or otherwise); and

Failing to cooperate with CHS in the investigation of any potential violations of the Code of Conduct or other applicable policies.

Agreements With Named Executive Officers

For each of the following agreements, the compensation payable thereunder is subject to the aforementioned Recovery Policy and Detrimental Conduct Policy.

Any severance pay and benefits to which the Named Executive Officers would be entitled if we terminated such Named Executive Officer without cause or if such Named Executive Officer terminated his or her employment for "good reason" under the following agreements are described under the "Post Employment” section.

Mr. Debertin

On May 22, 2017, Mr. Debertin was elected as our President and CEO, and in connection therewith entered into an employment agreement with us on that date (the "Employment Agreement"). The Employment Agreement, as amended, has a term expiring August 31, 2026, provided that the Employment Agreement will thereafter automatically renew for an additional one-year period, unless either party notifies the other in writing, at least 120 days in advance of the relevant renewal date, of its intent not to renew the agreement for the additional one-year period. The Employment Agreement automatically renewed for an additional one-year period with a new term expiring August 31, 2027.

Pursuant to the terms of the amended Employment Agreement Mr. Debertin is entitled to, among other things:

Annual base salary of $1,150,000, which has subsequently been increased by our Board of Directors to $1,493,500 and which is subject to further increase by our Board of Directors from time to time;

Target AVP opportunity of 1.5x his annual base salary with a maximum opportunity equal to 2x the target opportunity, based on achievement of performance goals set by our Board of Directors;

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;

If Mr. Debertin's employment ends due to death or permanent disability (as defined in our ELTIP), or if he has been employed for at least six months of the applicable performance period and his employment ends due to retirement approved by our Board of Directors (such approval not to be unreasonably withheld), he will be eligible for vested full grant participation in the applicable ELTIP award. The payout factor will be calculated at the same time as for other participants, following completion and certification of the performance results for the applicable performance period; and

Welfare benefit continuation for two years following the termination of his employment, if Mr. Debertin chooses to retire from the Company.

Ms. Nelligan

Ms. Nelligan's compensation is governed by a letter agreement entered into on January 7, 2020 (the "Nelligan Letter Agreement"). Under the Nelligan Letter Agreement, Ms. Nelligan's target AVP award will be no less than 1.15x her annual base salary as of August 31 each year.

Mr. Smith

Mr. Smith's compensation is governed by a letter agreement entered into on January 1, 2021 (the "Smith Letter Agreement"). Under the Smith Letter Agreement, Mr. Smith received an initial annual base salary of $570,000 and a gross hiring bonus of $1,500,000 ("Hiring Bonus"), paid in four installments through 2024. Under the Smith Letter Agreement, Mr. Smith's target AVP award will be no less than 1.15x his annual base salary as of August 31 each year.

Summary Compensation Table

Name and Principal Position · Year · Salary · Bonus (1) · Nonequity Incentive Plan Compensation (2) · Change in Pension Value and Nonqualified Deferred Compensation Earnings (3) · All Other Compensation (4-10) · Total
(Dollars)
Jay Debertin President and Chief Executive Officer2026$1,482,625$—$11,305,070$872,683$197,481$13,857,859
20251,450,000—10,038,1651,283,605570,19613,341,966
20241,428,900—12,607,3281,255,762483,07415,775,064
Olivia Nelligan Executive Vice President, Chief Financial Officer and Chief Strategy Officer2026718,988—2,444,189101,14196,0873,360,405
2025693,000—2,535,141142,660211,0513,581,852
2024684,750—4,824,992212,287205,1695,927,198
Brandon SmithExecutive Vice President, General Counsel2026650,930—2,235,06381,67979,4113,047,083
2025631,971—2,326,655115,672207,5573,281,855
2024626,628300,0004,481,183190,030181,5905,779,431
Darin Hunhoff Executive Vice President, Energy2026647,573—2,189,700237,63582,7153,157,623
2025628,712—2,305,149233,157199,7203,366,738
2024624,134—4,451,829477,198192,9545,746,115
John Griffith Executive Vice President, Ag Business and CHS Hedging2026642,720—2,173,289196,07175,9193,087,999
2025624,000—2,269,867259,824195,4163,349,107
2024618,000—4,340,478364,125183,9255,506,528

(1) Includes hiring bonus payments to Mr. Smith of $300,000 in 2024.

(2) Amounts include AVP and ELTIP awards.

The actual AVP award value was as follows in fiscal 2026, 2025 and 2024, respectively: Mr. Debertin, $4,480,500, $1,506,965 and $4,350,000; Ms. Nelligan, $1,623,388, $531,680 and $1,569,992; Mr. Smith, $1,489,000, $491,087 and $1,431,731; Mr. Hunhoff, $1,447,484, $476,160 and $1,402,657; and Mr. Griffith, $1,436,636, $460,290 and $1,392,144.

The actual ELTIP award value was as follows in fiscal 2026, 2025 and 2024, respectively: Mr. Debertin, $6,824,570, $8,531,200 and $8,257,328; Ms. Nelligan, $820,801, $2,003,461 and $3,255,000; Mr. Smith, $746,063, $1,835,568 and $3,049,452; Mr. Hunhoff, $742,216, $1,828,989 and $3,049,172; and Mr. Griffith, $736,653, $1,809,577 and $2,948,334.

(3) This column represents both changes in pension value and above-market earnings on deferred compensation. Change in pension value is the aggregate change in the actuarial present value of the Named Executive Officer's benefit under his or her retirement program and non-qualified earnings, if applicable.

The aggregate change in the actuarial present value was as follows in fiscal 2026, 2025 and 2024, respectively: Mr. Debertin, $872,683, $1,283,605 and $1,255,762; Ms. Nelligan, $101,141, $142,660 and $212,287; Mr. Smith, $81,679, $115,672 and $190,030; Mr. Hunhoff, $237,635, $233,157 and $477,198; and Mr. Griffith, $196,071, $259,824 and $364,125.

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. No Named Executive Officers had above market earnings during fiscal 2026, 2025 and 2024.

(4) Includes fiscal 2026 employer contributions to the Deferred Compensation Plan: Mr. Debertin, $117,477; Ms. Nelligan, $39,491; Mr. Smith, $34,882; Mr. Hunhoff, $34,064; and Mr. Griffith, $33,137.

(5) Includes fiscal 2026 employer contribution to the 401(k) Plan: Mr. Debertin, $17,047; Ms. Nelligan, $16,024; Mr. Smith, $16,387; Mr. Hunhoff, $16,100; and Mr. Griffith, $16,403.

(6) For Mr. Debertin, fiscal 2026 includes executive LTD, state-required paid family leave, travel accident insurance, executive physical, reimbursement of participation fee for spouse executive physical, companion travel, financial planning, cybersecurity benefit, employee gift, and CEO home security expenses.

(7) For Ms. Nelligan, fiscal 2026 includes executive LTD, state-required paid family leave, travel accident insurance, executive physical, financial planning, employee gift, and cybersecurity benefit.

(8) For Mr. Smith, fiscal 2026 includes executive LTD, state-required paid family leave, travel accident insurance, executive physical, financial planning, employee gift, and cybersecurity benefit.

(9) For Mr. Hunhoff, fiscal 2026 includes executive LTD, state-required paid family leave, travel accident insurance, executive physical, financial planning, wellness program incentive, employee gift, and cybersecurity benefit.

(10) For Mr. Griffith, fiscal 2026 includes executive LTD, state-required paid family leave, travel accident insurance, executive physical, financial planning, employee gift, and cybersecurity benefit.

2026 Grants of Plan-Based Awards

Estimated Future Payouts Under Nonequity Incentive Plan Awards
Name and Principal Position · Grant Date · Threshold · Target · Maximum
(Dollars)
Jay Debertin President and Chief Executive Officer9/4/2025 (1)$1,120,125$2,240,250$4,480,500
8/31/2026 (2)3,733,7507,467,50014,935,000
Olivia NelliganExecutive Vice President, Chief Financial Officer and Chief Strategy Officer9/4/2025 (3)418,399836,7981,673,595
8/31/2026 (4)454,781909,5633,638,250
Brandon SmithExecutive Vice President, General Counsel9/4/2025 (3)377,919755,8371,511,675
8/31/2026 (4)410,781821,5623,286,249
Darin HunhoffExecutive Vice President, Energy9/4/2025 (3)375,970751,9401,503,879
8/31/2026 (4)408,663817,3263,269,302
John GriffithExecutive Vice President, Ag Business and CHS Hedging9/4/2025 (3)373,152746,3041,492,608
8/31/2026 (4)405,600811,2003,244,800

(1) Represents range of possible awards under our fiscal 2026 AVP for Mr. Debertin based on target award opportunity at 1.5x base salary.

(2) Represents range of possible awards under our ELTIP for the fiscal 2026-2028 performance period for Mr. Debertin based on target award opportunity at 5.0x base salary.

(3) Represents range of possible awards under our fiscal 2026 AVP for the other Named Executive Officers based on target award opportunity at 1.15x base salary.

(4) Represents range of possible awards under our ELTIP for the fiscal 2026-2028 performance period for the other Named Executive Officers based on target award opportunity at 1.25x base salary.

The material terms of AVP and ELTIP awards that are disclosed in the above table are described under "Compensation Discussion and Analysis" above.

2026 Pension Benefits

Name and Principal PositionPlan NameYears of Credited ServicePresent Value of Accumulated Benefits
(Years) · (Dollars)
Jay Debertin(1)President and Chief Executive OfficerPension Plan42.2500$1,661,739
SERP42.25009,731,470
Olivia NelliganExecutive Vice President, Chief Financial Officer and Chief Strategy OfficerPension Plan6.5833110,704
SERP6.5833725,436
Brandon SmithExecutive Vice President, General CounselPension Plan5.416787,016
SERP5.4167570,319
Darin Hunhoff(2)Executive Vice President, EnergyPension Plan34.2500979,676
SERP34.25002,233,216
John Griffith(2)Executive Vice President, Ag Business and CHS HedgingPension Plan25.1667507,268
SERP25.16671,394,379

(1) Mr. Debertin is eligible for normal retirement in both the Pension Plan and the SERP.

(2) Mr. Hunhoff and Mr. Griffith are eligible for early retirement in both the Pension Plan and the SERP.

The above table shows the present value of accumulated retirement benefits that Named Executive Officers are entitled to under the Pension Plan and the SERP.

For a discussion of the material terms and conditions of the Pension Plan and the SERP, see "Compensation Discussion and Analysis" above.

The present value of accumulated benefits is determined in accordance with the same assumptions outlined in Note 13, Benefit Plans, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K:

A discount rate of 6.00% for the Pension Plan and 5.48% for the SERP;

Each Named Executive Officer is assumed to retire at the later of age 65 (the normal retirement age under the plan) or the Named Executive Officer’s age as of the end of fiscal 2026. The early retirement benefit under the cash balance plan formula is equal to the participant’s account balance; and

Payments under the cash balance formula of the Pension Plan assume a lump sum payment. SERP benefits are payable as a lump sum.

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.

2026 Nonqualified Deferred Compensation

Name and Principal PositionExecutive Contributions in Last Fiscal Year (1)Registrant Contributions in Last Fiscal Year (2)Aggregate Earnings in Last Fiscal Year (3)Aggregate Withdrawals/ Distributions (4)Aggregate Balance at Last Fiscal Year End (5)
(Dollars)
Jay DebertinPresident and Chief Executive Officer$—$8,643,812$5,580,016$3,480,538$69,996,224
Olivia NelliganExecutive Vice President, Chief Financial Officer and Chief Strategy Officer142,9312,038,7412,589,248—19,648,988
Brandon SmithExecutive Vice President, General Counsel—1,869,006435,5723,001,5688,541,837
Darin HunhoffExecutive Vice President, Energy—1,859,4213,132,538—26,511,915
John GriffithExecutive Vice President, Ag Business and CHS Hedging—1,841,628957,514917,05714,163,761

(1) Includes contributions into the Deferred Compensation Plan by the Named Executive Officers representing deferred salary and deferred annual incentive pay from September 1, 2025, through August 31, 2026. Deferred salary contributions were reported as fiscal 2026 compensation in the Summary Compensation Table, and deferred annual incentive pay was reported as fiscal 2025 compensation in the Summary Compensation Table.

(2) Includes contributions made by us into the Deferred Compensation Plan on behalf of Named Executive Officers representing retirement contributions for Profit-Sharing and 401(k) match on amounts exceeding IRS compensation limits (which were reported as fiscal 2026 compensation in the Summary Compensation Table) and ELTIP contributions (which were reported as fiscal 2025 compensation in the Summary Compensation Table) from September 1, 2025, through August 31, 2026.

(3) Includes aggregate earnings on Named Executive Officer Deferred Compensation Plan accounts from September 1, 2025, through August 31, 2026, which are not required to be reported as compensation in the Summary Compensation Table. 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 2026 were as follows:

Fund NameInvestment Return
Vanguard Federal Money Market Fund3.78%
Vanguard LifeStrategy Income Fund5.77%
Vanguard LifeStrategy Conservative Growth Fund9.83%
Vanguard LifeStrategy Moderate Growth Fund14.04%
Vanguard LifeStrategy Growth Fund18.34%
Vanguard International Value Fund27.34%
PRIMECAP Fund Admiral43.80%
International Growth Fund Admiral14.32%
Institutional Index Fund Institutional Plus20.36%
Extended Market Index Institutional18.67%
Total International Stock Index Fund Institutional Shares26.03%
Janus Henderson Triton Fund Class N0.06%
American Century Small Cap Value Fund R6 Class(0.27)%
Fixed Rate Fund5.00%

(4) Includes payments of previously deferred amounts made in accordance with elections by the Named Executive Officer and in accordance with Section 409A under the Internal Revenue Code. Payments under the Deferred Compensation Plan may be made at a specified date elected by the Named Executive Officer or deferred until retirement, disability or death.

(5) Represents the aggregate balance of non-qualified deferred compensation as of August 31, 2026. Amounts vary by Named Executive Officer in accordance with individual pension plan provisions and voluntary employee deferrals and withdrawals over time. To the extent that an executive was a Named Executive Officer for a reported year, these amounts, other than the portion attributable to earnings, were disclosed as compensation in the year of the Named Executive Officer’s deferral or registrant’s contribution, as applicable.

For a discussion of the material terms and conditions of the Deferred Compensation Plan, see "Compensation Discussion and Analysis" above.

Post Employment

Pursuant to the terms of his Employment Agreement, Mr. 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:

Two times Mr. Debertin's base salary plus two times his target AVP, payable in three equal installments with the first installment payable 60 days following termination and the second and third installments payable on the first and second anniversary dates of termination, respectively; and

The annual incentive compensation payable to Mr. Debertin under the AVP for the year of termination that he would have earned had he remained employed through the end of the fiscal year (based on actual ROIC fiscal-year performance against the performance goals and target award amount for the 30% individual performance component), prorated based on the number of days in the fiscal year through his termination date and generally paid as a cash lump sum when annual incentive awards are paid to other participants.

Health and welfare benefits continuation for two years following termination.

The Nelligan Letter Agreement provides for severance in the event Ms. Nelligan's employment is terminated by us without cause or by her with "good reason" in the amount of one year of base pay and prorated AVP, payable as a lump sum.

The Smith Letter Agreement provides for severance in the event Mr. Smith's employment is terminated by us without cause or by him with "good reason" in the amount of one year of base pay and prorated AVP, payable as a lump sum.

During fiscal 2026, Mr. Hunhoff and Mr. Griffith were 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. Also, according to the terms of the AVP, Mr. Hunhoff and Mr. 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 2026 is as follows:

NamePositionSeverance Pay Amount
(Dollars)
Jay Debertin (1)(2)President and Chief Executive Officer$7,508,372
Olivia Nelligan (2)Executive Vice President, Chief Financial Officer and Chief Strategy Officer1,564,448
Brandon Smith (2)Executive Vice President, General Counsel1,413,087
Darin Hunhoff (2)Executive Vice President, Energy1,393,226
John Griffith (2)Executive Vice President, Ag Business and CHS Hedging1,233,024

(1) Includes the value of health and welfare benefits based on current monthly rates.

(2) Assumes an AVP award for the entire fiscal year at target performance.

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. Named Executive Officers not covered by employment agreements are not offered special post-retirement 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.

CEO Pay Ratio

The following pay ratio and supporting information compares the annual total compensation of our CEO to our median employee, as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K promulgated by the SEC. For fiscal 2026:

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 $89,655. 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 $13,857,859.

The ratio of the annual total compensation of our CEO to the median employee was 155:1.

Instruction 2 to Item 402(u) of Regulation S-K requires identification of a median employee once every three years, provided that there were no changes to our employee population or employee compensation arrangements that we reasonably believe would significantly affect our pay ratio disclosure. 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 2026 pay ratio. 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. 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. 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 eight times during the fiscal year ended August 31, 2026. Generally, each director (other than the Board chair) is a member of at least two Board committees. At a minimum, each Board committee meets during each of the Board's five regular meetings.

For fiscal 2026, the non-employee director compensation package included the following:

Compensation componentCompensation amount
Annual retainer, paid in monthly paymentsEquivalent to $137,500 per year, paid in 12 monthly installments of $11,458.33
Additional annual compensation for board leadership, as applicable, paid in monthly paymentsPaid in 12 monthly installments:$30,000 annually for the chair,$10,000 annually for the first vice chair and secretary-treasurer,$10,000 annually for all Board committee chairs, and$6,000 annually for members of the Executive Committee who are not eligible for other premiums
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$600/day
Meeting fee for conference calls or other short virtual meetings other than regular Board meetings$300/partial day

For purposes of the per diem meeting fee, the number of days directors may be compensated for attending meetings other than regular Board meetings and the CHS Annual Meeting was limited to 55 days per calendar year. Effective January 1, 2026, this limit increased to 60 days per calendar year. The Board Chair is not subject to the limit. Meeting fees for conference calls and other short virtual meetings are not subject to the annual day limit.

Directors are eligible for a performance-based compensation plan for three-year performance periods beginning with fiscal 2025 and beyond. This performance-based compensation plan replaced the director retirement contribution (still in effect through fiscal 2024-2026 performance period) described below in the Director Deferred Compensation Plan section. 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.

The amounts paid to our Board of Directors are subject to the Recovery Policy.

Director Retirement and Health Care Benefits

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 benefit is $250 per month, per year of service (maximum of 15 years), for a total maximum monthly benefit of $3,750. Under no event will the benefit payment be payable for less than 120 months. Payment is made to the retired director's beneficiary in the event of the director's death before 120 payments are made. Effective August 31, 2011, future accruals under the director retirement plan were frozen. Retirement benefits are funded by a rabbi trust, with a balance of $7.5 million as of August 31, 2026.

Directors and their eligible dependents were eligible to participate in our medical, dental and vision plans through December 31, 2024. 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. 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

Directors are eligible to participate in the Deferred Compensation Plan. Each participating director may elect to defer up to 100% of their monthly director fees into the Deferred Compensation Plan. This must be done before the beginning of the calendar year in which the fees will be earned, or in the case of newly elected directors, upon election to the Board. During fiscal 2026, the following directors deferred Board fees pursuant to the Deferred Compensation Plan: Mr. Beckman, Mr. Clemensen, Mr. Edgington, Mr. Kehl and Mr. Throener.

In addition to any voluntary director deferrals, for three-year performance periods beginning prior to fiscal 2025, we may also credit a retirement contribution to each director's Deferred Compensation Plan. The fiscal 2026 credit to each director's retirement plan account (corresponding to the fiscal 2024-2026 performance period) was based on the following ROIC performance goals:

Performance LevelAmount CreditedCHS Three-Year ROIC Goal
Superior Maximum$100,00012.0%
Maximum$50,00010.0%
Target (guaranteed minimum)$25,0008.5%

Actual ROIC performance for the fiscal 2024-2026 performance period was slightly below target and, accordingly, the minimum guaranteed amount of $25,000 was credited for fiscal 2026 to each director's retirement plan account under the Deferred Compensation Plan, except a pro-rated amount of $14,583 was credited for former director Mr. Schurr. Upon leaving our Board of Directors during fiscal 2026, a director's credit for that partial fiscal year is the target amount prorated through the end of the month in which the director departs.

Benefits are funded in a rabbi trust. The Deferred Compensation Plan rabbi trust balance reported elsewhere in this Annual Report on Form 10-K includes amounts deferred by the directors.

2026 Director Compensation

NameFees Earned or Paid in Cash (1)(2)Change in Pension Value and Nonqualified Deferred Compensation Earnings (3)All Other Compensation (4)Total
(Dollars)
Alan Holm$176,600$—$25,785$202,385
Anthony Rossman154,300—25,581179,881
Chris Edgington142,900—25,488168,388
Clinton Blew202,533—25,741228,274
Cortney Wagner146,200—25,488171,688
Daniel Schurr124,558—20,853145,411
David Beckman160,400—26,000186,400
David Kayser162,500—25,746188,246
Hal Clemensen160,250—25,785186,035
Jerrad Stroh163,600—25,743189,343
Kevin Throener163,100—25,846188,946
Jon Erickson173,867—25,617199,484
Mark Farrell152,500—25,488177,988
Russell Kehl166,700—25,488192,188
Scott Cordes161,200—25,699186,899
Tracy Jones164,600—25,738190,338
Trent Sherven169,900—25,859195,759

(1) Of this amount, the following directors deferred the succeeding amounts to the Deferred Compensation Plan: Mr. Beckman, $12,000; Mr. Clemensen, $30,000; Mr. Edgington, $37,400; Mr. Kehl, $36,000; and Mr. Throener, $12,000.

(2) For former director Mr. Schurr, amount includes monthly retainer and board leadership premiums for September through March of fiscal 2026 and apro-rated exiting director payment of $27,750 (explained above for directors who were participating in CHS medical coverage as of September 1, 2024).

(3) This column represents both changes in pension value and above-market earnings on deferred compensation. Change in pension value is the aggregate change in the actuarial present value of the director's benefit under their retirement program and non-qualified 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. Future accruals under the plan were frozen as of August 31, 2011, as stated above. The following directors had the following changes in pension values during fiscal 2026: Mr. Blew, $(820); Mr. Kayser, $(10,536); and Mr. Schurr, $(12,111). 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 2026.

(4) All other compensation includes travel accident insurance, a modest gift provided to recognize Board service, and, in the case of each director other than Mr. Edgington, Ms. Wagner, Mr. Farrell, Mr. Kehl and former director, Mr. Schurr, related companion travel expenses for trips made with a director on CHS business.

All other compensation also includes fiscal 2026 director retirement contributions to the Deferred Compensation Plan of $25,000 for each director, except for former director, Mr. Schurr, $14,583.

All other compensation also includes director retirement payment of $5,938 for Mr. Schurr from the director defined benefit retirement plan (explained above for directors elected prior to September 1, 2011).

Compensation Committee Interlocks and Insider Participation

Our Board of Directors does not have a compensation committee. The Executive Committee performs the equivalent functions of a compensation committee with respect to our CEO, and the Governance Committee performs the equivalent functions of a compensation committee, other than with respect to our CEO.

During fiscal 2026, the members of the Executive Committee were Messrs. Blew (chair), Erickson (first vice chair), Cordes, Kehl (through August 19, 2026) and Holm, and the members of the Governance Committee were Messrs. Jones (chair), Rossman (vice chair), Kayser, Kehl (through August 19, 2026), Cordes and Farrell. During fiscal 2026, 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 2026 are, or have been, officers or employees of CHS, other than Mr. Cordes, who was an employee of CHS Hedging until 2016.

See Item 13, Certain Relationships and Related Transactions, and Director Independence, of this Annual Report on Form 10-K for directors, including Messrs. Clemensen, Cordes, Edgington, Erickson, Jones, Kayser, Kehl, Rossman, Throener and Sherven who were a party to related-person transactions.

Compensation Committee Report

The Executive Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee with respect to our CEO) and the Governance Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee, other than with respect to our CEO) have each reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K promulgated by the SEC with management and, based on such review and discussions, the Executive Committee and the Governance Committee each recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

Respectfully submitted,

Executive Committee

Clinton J. Blew, Chair

Jon Erickson

Scott Cordes

Al Holm

Governance Committee

Tracy Jones, Chair

Tony Rossman

David Kayser

Scott Cordes

Mark Farrell

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