Core Insights - Comprehensive Healthcare Systems Inc. (CHS) has engaged RedChip Companies to enhance its investor relations and strategic communications efforts, indicating a strategic shift towards greater engagement with the investment community [1][2] - The company is experiencing significant operational and financial milestones, including positive adjusted EBITDA and a growing client base, particularly through its Novus 360 platform [2][3] Company Overview - Comprehensive Healthcare Systems Inc. is a vertically integrated SaaS company focused on healthcare benefits administration, providing high-volume transaction-capable systems [4] - The Novus 360 platform is designed to improve automation, transparency, and cost containment for various clients, including self-funded employers and multi-employer unions across North America [2][4] Financial Engagement - Under the agreement with RedChip, CHS will pay US$7,500 per month and grant 150,000 stock options at a price of C$0.60 per share, with options vesting quarterly over six months [3] - Additionally, CHS has committed to a one-time fee of US$60,000 for a national media and TV ad campaign scheduled for the first quarter of 2026 [3]

Core Insights - CHS Inc. reported a net income of $260.5 million and revenues of $8.9 billion for the first quarter of fiscal year 2026, showing an increase in net income compared to $244.8 million but a decrease in revenues from $9.3 billion in the same quarter of fiscal year 2025 [1][2] Financial Performance - The energy segment achieved pretax earnings of $152.3 million, a significant increase of $136.6 million compared to the prior year [3][4] - The grains segment saw a decline in pretax earnings to $36.2 million, down $130.8 million from the previous year, influenced by global trade factors and lower margins [3][4] - Agronomy segment pretax earnings increased to $36.8 million, up $8.7 million year-over-year, driven by strong performance in the CF Nitrogen joint venture [4][5] - Corporate and Services segment reported pretax earnings of $46.8 million, a slight decrease of $1.2 million compared to the prior year [6] Market Dynamics - The company noted challenges in the agricultural market due to global dynamics and a tighter spending environment for farmers, despite a strong harvest contributing positively to the energy segment [2][4] - Increased refining margins and strong diesel demand were highlighted as key factors for the energy segment's performance, while the grains segment faced headwinds from decreased soybean export volumes and lower margins [5][6] Operational Changes - CHS has implemented a new end-to-end product-line operating model, which is reflected in its financial reporting, providing better visibility into the supply chain and positioning the company for long-term growth [2][4]

Financial Results Announcement - CHS Inc. announced its results for the quarter ended November 30, 2025, on January 7, 2026[4] - The press release detailing the financial results is attached as Exhibit 99.1[6] Company Classification - The company is not classified as an emerging growth company under the Securities Act[3]

Financial Performance - Revenues for the three months ended November 30, 2025, were $8,864,104 thousand, a decrease of 4.6% compared to $9,294,112 thousand in the same period of 2024[135]. - Gross profit for the same period was $389,352 thousand, representing 4.4% of revenues, slightly up from 4.3% in 2024[135]. - The Agronomy segment reported revenues of $1,238,005 thousand, down 2.1% from $1,264,034 thousand in 2024, while income before income taxes increased by 30.9% to $36,804 thousand[144]. - The Grains segment experienced a revenue decline of $463,818 thousand, or 8.2%, with income before income taxes dropping 78.3% to $36,242 thousand[140]. - The Energy segment's revenues increased by $68,407 thousand, or 3.0%, with income before income taxes soaring 868.9% to $152,347 thousand[138]. Market Conditions - The company anticipates continued headwinds in fiscal 2026 due to macroeconomic factors, including the ongoing war between Russia and Ukraine and shifts in global trade flows, which could impact profitability[120]. - The company expects reduced margins for energy and agricultural commodities to persist throughout fiscal 2026 due to various market pressures[121]. - The Grains segment's profitability is significantly influenced by throughput and production volumes, as well as commodity price spreads, which are affected by market-driven commodity prices and weather conditions[129]. Commodity Prices - The average Group 3 2:1:1 crack spread increased to $26.61 per barrel in the three months ended November 30, 2025, up from $16.88 per barrel in the prior year[128]. - The price of D6 ethanol RINs increased by 51% to $0.9987 during the three months ended November 30, 2025, compared to $0.6632 in the same period of the prior year[126]. - The average WTI crude oil price decreased to $61.04 per barrel in the three months ended November 30, 2025, down from $70.13 per barrel in the prior year[128]. - Urea prices increased to $381.31 per ton from $318.29 per ton, reflecting market dynamics in the Agronomy segment[133]. Operational Metrics - The Energy segment reported a total refinery throughput volume of 204,504 barrels per day for the three months ended November 30, 2025, compared to 198,108 barrels per day in the same period of 2024[126]. - Ethanol production volumes reached 165,122 thousand gallons, up from 136,747 thousand gallons in the previous year[135]. - The Agronomy segment's performance is driven largely by the CF Nitrogen joint venture, despite challenges from a weaker U.S. farm economy[124]. - The Grains segment operates grain facilities and trading offices across five continents, connecting producers to domestic and global grain markets[129]. Expenses and Cash Flow - Cost of goods sold decreased by $418,684 thousand, or 4.7%, primarily due to lower retail and domestic feed grains margins[147]. - Marketing, general and administrative expenses rose to $268,120 thousand, an increase of 2.0% compared to the previous year[151]. - Interest expense increased by 35.1% to $37,351 thousand due to a higher short-term notes payable balance[152]. - Net cash used in operating activities increased by $43.8 million year-over-year to $337.8 million, primarily due to increased inventories[167]. - Net cash used in investing activities rose by $241.2 million to $247.9 million, reflecting higher purchases of investments and decreased proceeds from short-term investments[168]. - Net cash provided by financing activities increased by $680.3 million to $644.2 million, driven by increased net cash inflows from notes payable[169]. Investments and Equity - Other income increased by $8.5 million, or 32.2%, to $34.9 million for the three months ended November 30, 2025, primarily due to unrealized gains on investments and increased interest income[153]. - Equity income from investments rose by $31.2 million, or 25.5%, to $153.5 million, driven by higher equity income from CF Nitrogen due to increased urea and UAN prices and decreased natural gas costs[154][155]. Tax and Capital Expenditures - Income tax expense decreased by $1.5 million, or 11.4%, to $11.7 million, with effective tax rates of 4.3% for the three months ended November 30, 2025, compared to 5.1% in the prior year[156]. - Total capital expenditures for fiscal 2026 are expected to be approximately $575.1 million, down from $728.6 million in fiscal 2025, with $116.0 million spent on property, plant, and equipment in the three months ended November 30, 2025[161]. - The company expects to pay approximately $168.7 million in dividends on preferred stock during fiscal 2026, with $42.2 million paid in the three months ended November 30, 2025[161]. Working Capital and Market Risk - Working capital increased by $128.0 million to $2.9 billion as of November 30, 2025, primarily due to a $1.8 billion increase in current assets driven by higher inventories[163]. - As of November 30, 2025, the company had approximately $2.3 billion of preferred stock outstanding, with various series having different dividend rates and payment frequencies[171]. - No material changes in market risk exposures were experienced for the period ended November 30, 2025[178].

Financial Results Announcement - CHS Inc. announced its results for the year ended August 31, 2025, on November 5, 2025[4] - The press release detailing the financial results is attached as Exhibit 99.1[6] Company Classification - The company is not classified as an emerging growth company under the Securities Act[3]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2025 (Address of principal executive offices, including zip code) or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36079 CHS Inc. (Exact name of registrant as specified in its chart ...

Company Overview - Comprehensive Healthcare Systems Inc. is a vertically integrated Software-as-a-Service (SaaS) company focused on digitizing healthcare with solutions for Healthcare Benefits Administration [4] - The company's Novus 360 Healthcare Welfare and Benefits Administration (HWBA) SaaS platform is utilized by clients for various aspects of healthcare benefits administration, including self-funded employers, providers, and labor unions [4] Market Activity - The company has received approval from the OTC Markets Group for its common shares to be traded on the OTCQB Venture Market under the symbol "CMHSF," effective July 17, 2025 [1] - Comprehensive Healthcare shares are eligible for electronic clearing and settlement through the Depository Trust Company in the United States [2] Strategic Goals - The CEO of Comprehensive Healthcare Systems expressed that the dual listing in Canada and the United States is part of a broader corporate strategy aimed at enhancing visibility and transparency within the investment community [3] - The listing on the OTCQB is expected to improve access to both new and existing shareholders in the U.S., including broader access to institutional capital [3] Market Position - The company operates in the multi-billion dollar U.S. healthcare benefits and pension administration software and solutions market [3] - The OTCQB market is recognized for its integrity and provides companies with opportunities to build visibility, expand liquidity, and diversify their shareholder base [3]

Core Insights - Comprehensive Healthcare Systems Inc. (CHS) is experiencing significant growth and operational improvements through its Novus 360 platform, which enhances healthcare benefits administration across North America [1][5]. Group 1: Key Milestones and Achievements - CHS has secured major client contracts, including a multi-year agreement with a Midwest self-funded employer, adding 10,000 members and contributing to a 20% year-over-year revenue increase [2][3]. - The company reported a financial turnaround with a net loss reduced to USD 0.6 million in 2024 from USD 3.6 million in 2023, alongside positive cash from operations of USD 0.37 million [2][3]. - CHS is enhancing its Novus 360 platform with advanced AI-driven features, including predictive analytics and blockchain-based claims verification, aimed at automating up to 85% of the claims adjudication process [3][10]. Group 2: Leadership and Strategic Initiatives - The company plans to expand its leadership team by appointing a Chief Revenue Officer and Chief Technology Officer to drive sales and innovation [4]. - CHS aims to double its sales team by Q4 2025, targeting mid-sized employers and third-party administrators to achieve 25% to 50% revenue growth in 2026 [10]. - The company is pursuing strategic acquisitions to integrate clients onto the Novus 360 platform, enhancing scale and cross-selling opportunities [10]. Group 3: Market Position and Future Outlook - CHS operates in the USD 3.1 billion Benefits and Pension Administration technology market, positioning itself as a competitive player through its integrated platform [6][10]. - The company is capitalizing on digital health trends, including interoperability and cost transparency, to deliver value in a dynamic healthcare landscape [10]. - CHS's focus on cost discipline, client success, and strategic investments is expected to drive accelerated growth in the second half of 2025 and beyond [5][7].

[Q3 FY2025 Financial Highlights](index=1&type=section&id=Q3%20FY2025%20Financial%20Highlights) CHS reported a net income of $232.2 million on $9.8 billion in revenue for Q3 FY2025, a decrease from the prior year, primarily due to an Energy segment loss offset by strong Ag segment results [Overall Financial Performance](index=1&type=section&id=Overall%20Financial%20Performance) CHS reported a net income of $232.2 million on $9.8 billion in revenue for the third quarter of fiscal 2025, a decrease from the $297.3 million net income on $9.6 billion revenue in the same period of fiscal 2024 Consolidated Financial Results (in millions) | Period | Metric | FY 2025 | FY 2024 | Change | | :--- | :--- | :--- | :--- | :--- | | **Q3 (ended May 31)** | Net Income | $232.2 | $297.3 | -21.9% | | | Revenues | $9,800 | $9,600 | +2.1% | | **First Nine Months** | Net Income | $401.2 | $990.5 | -59.5% | | | Revenues | $26,900 | $30,100 | -10.6% | - The CEO, Jay Debertin, attributed the strong third-quarter performance in agronomy and retail to favorable spring weather, which allowed CHS to effectively meet owner's planting needs[2](index=2&type=chunk) - Key factors influencing the quarter's results include stronger Ag segment earnings, lower refined fuels production due to planned maintenance, and solid contributions from equity method investments[4](index=4&type=chunk) [Segment Performance Analysis](index=1&type=section&id=Segment%20Performance%20Analysis) This section details the financial performance of CHS's key business segments, including Energy, Ag, Nitrogen Production, and Corporate and Other [Energy](index=1&type=section&id=Energy) The Energy segment reported a pretax loss of $50.1 million for Q3 FY2025, a sharp reversal from the $97.9 million pretax income in the prior-year period Energy Segment Pretax Earnings (in thousands $) | Period | FY 2025 | FY 2024 | Change | | :--- | :--- | :--- | :--- | | **Q3** | $(50,088) | $97,850 | $(147,938) | | **Nine Months** | $(113,794) | $416,264 | $(530,058) | - Key drivers for the loss include: - Planned major maintenance at the McPherson refinery leading to lower refined fuels production[4](index=4&type=chunk) - Increased costs associated with renewable fuel credits[5](index=5&type=chunk) [Ag](index=1&type=section&id=Ag) The Ag segment delivered strong results with a pretax income of $151.0 million, a $42.5 million increase compared to the same period last year Ag Segment Pretax Earnings (in thousands $) | Period | FY 2025 | FY 2024 | Change | | :--- | :--- | :--- | :--- | | **Q3** | $151,040 | $108,535 | +$42,505 | | **Nine Months** | $272,140 | $335,106 | -$62,966 | - Performance was positively impacted by higher volumes and margins for wholesale and retail agronomy products due to favorable market conditions[4](index=4&type=chunk)[5](index=5&type=chunk) - Performance was negatively impacted by decreased margins for grain, oilseed, and oilseed processing, attributed to the timing of mark-to-market adjustments and global market conditions[5](index=5&type=chunk) [Nitrogen Production](index=1&type=section&id=Nitrogen%20Production) The Nitrogen Production segment posted a slight increase in pretax earnings to $54.6 million for Q3 FY2025, up $2.2 million from the prior year Nitrogen Production Segment Pretax Earnings (in thousands $) | Period | FY 2025 | FY 2024 | Change | | :--- | :--- | :--- | :--- | | **Q3** | $54,610 | $52,366 | +$2,244 | | **Nine Months** | $100,195 | $125,834 | -$25,639 | - The earnings increase was mainly due to favorable market conditions for urea[3](index=3&type=chunk) [Corporate and Other](index=2&type=section&id=Corporate%20and%20Other) The Corporate and Other segment's pretax earnings more than doubled to $103.3 million, a $52.2 million increase from the prior-year quarter Corporate and Other Segment Pretax Earnings (in thousands $) | Period | FY 2025 | FY 2024 | Change | | :--- | :--- | :--- | :--- | | **Q3** | $103,293 | $51,117 | +$52,176 | | **Nine Months** | $174,439 | $135,168 | +$39,271 | - The substantial increase in earnings was mostly due to strong results from the Ventura Foods joint venture[6](index=6&type=chunk) [Company Overview and Forward-Looking Statements](index=2&type=section&id=Company%20Overview%20and%20Forward-Looking%20Statements) This section provides an overview of CHS Inc. as a leading agribusiness cooperative and includes important disclaimers regarding forward-looking statements [Company Profile](index=2&type=section&id=Company%20Profile) CHS Inc. is the largest farmer-owned cooperative in the United States and a leading global agribusiness, operating in 65 countries with approximately 10,000 employees - CHS is the largest farmer-owned cooperative in the U.S. and a leading global agribusiness[9](index=9&type=chunk) - The company serves customers in 65 countries and employs about 10,000 people[9](index=9&type=chunk) - Recorded revenues of approximately **$39 billion** in fiscal year 2024[9](index=9&type=chunk) [Forward-Looking Statements Disclaimer](index=2&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements based on current expectations, which are subject to inherent risks and uncertainties, and are not guarantees of future performance - Forward-looking statements are based on current beliefs and assumptions about the future, not historical facts or guarantees of future performance[10](index=10&type=chunk) - Actual results may differ materially due to various factors, including commodity price changes, global conflicts, government policies, and inflation, as detailed in the company's Form 10-K[10](index=10&type=chunk) - CHS has no obligation to update any forward-looking statements, which are valid only as of the date they are made[11](index=11&type=chunk)

Financial Performance - Revenues for the three months ended May 31, 2025, were $9,766,421 thousand, a slight increase from $9,608,983 thousand in 2024, representing a growth of 1.6%[120] - Gross profit decreased to $329,811 thousand in 2025, down from $467,795 thousand in 2024, reflecting a gross margin decline from 4.9% to 3.4%[120] - Net income attributable to CHS Inc. was $232,184 thousand for the three months ended May 31, 2025, compared to $297,274 thousand in 2024, a decrease of 21.9%[120] - Revenues for the nine months ended May 31, 2025, were $26,856,724, a decrease of 10.5% from $30,087,121 in 2024[163] - Gross profit for the same period was $806,802, representing 3.0% of revenues, down from 4.9% in 2024[163] - Net income attributable to CHS Inc. for the nine months ended May 31, 2025, was $401,220, a decline of 59.5% from $990,504 in 2024[163] Segment Performance - The Energy segment reported a loss before income taxes of $50,088 thousand in 2025, a significant decline from income of $97,850 thousand in 2024, representing a change of 151.2%[125] - The Ag segment's income before income taxes increased by 39.2% to $151,040 thousand in 2025 from $108,535 thousand in 2024[131] - Revenues in the Ag segment rose to $7,962,254 thousand in 2025, an increase of 5.8% from $7,523,656 thousand in 2024[142] - The Energy segment reported a loss before income taxes of $416,264 for the nine months ended May 31, 2025, compared to a loss of $113,794 in 2024, reflecting a change of 127.3%[169] - Revenues in the Energy segment decreased by 14.3% to $6,541,840 in 2025 from $7,475,532 in 2024[181] - The Ag segment revenues fell by 9.8% to $21,189,835 in 2025 from $23,486,932 in 2024[185] Market Conditions - CHS Inc. reported a decrease in total refinery throughput volumes to 116,487 barrels per day in Q3 2025, down from 192,900 barrels per day in Q3 2024[115] - The company anticipates continued margin pressure in energy and agricultural commodities through at least the remainder of fiscal 2025 due to macroeconomic factors[111] - CHS Inc. expects global economic factors impacting energy and agricultural commodities to be less favorable in fiscal 2025 compared to fiscal 2024[111] - Average market prices for corn decreased to $4.56 per bushel in Q3 2025 from $4.43 per bushel in Q3 2024, while soybean prices fell to $10.30 per bushel from $11.81 per bushel[119] Expenses and Costs - Marketing, general and administrative expenses decreased by 18.2% to $258,850 thousand in 2025 from $316,435 thousand in 2024, primarily due to lower performance-based incentive compensation[157] - Interest expense increased by 88.3% to $44,109 thousand in 2025 from $23,425 thousand in 2024, attributed to a higher short-term notes payable balance[158] - Cost of goods sold in the Energy segment decreased by 6.6% to $1,760,043 thousand in 2025 from $1,885,415 thousand in 2024, driven by an oversupply in the market[149] - Marketing, general and administrative expenses decreased by 11.2% to $769,968 in 2025 from $866,721 in 2024, mainly due to lower performance-based compensation[199] - Interest expense increased by 23.5% to $96,962 in 2025 from $78,513 in 2024, attributed to a higher short-term notes payable balance[200] Cash Flow and Capital Expenditures - Cash and cash equivalents decreased from $794.9 million to $323.9 million from August 31, 2024, to May 31, 2025[205] - Working capital decreased by $741.2 million to $2.57 billion as of May 31, 2025, driven by increased current liabilities[210] - Total capital expenditures for fiscal 2025 are expected to be approximately $735.4 million, down from $808.8 million in fiscal 2024[207] - Net cash used in operating activities was $635.3 million for the nine months ended May 31, 2025, a decrease of $795.0 million year-over-year[213] Investments and Acquisitions - The company acquired WCAS for an estimated cash purchase price of $322.1 million, enhancing its grain and agronomy platforms[207] - Equity income from investments rose by 34.6% to $204,605 thousand in 2025, compared to $151,999 thousand in 2024, mainly due to a gain on the sale of a business by Ventura Foods[160] - Equity income from investments increased by $45.8 million (12.3%) to $419.0 million for the nine months ended May 31, 2025, mainly due to a gain on the sale of a business by Ventura Foods[202][203] Tax and Other Income - The effective tax rate increased to 10.5% in 2025 from 4.1% in 2024, primarily due to changes in state law affecting tax credits[162] - Income tax expense rose by $10.3 million (48.1%) to $31.7 million for the nine months ended May 31, 2025, attributed to reduced research and development tax credits and changes in state law[204] - Other income decreased by $31.7 million (29.9%) to $105.8 million for the nine months ended May 31, 2025, primarily due to decreased interest income from a smaller cash balance[201] Strategic Outlook - The company plans to pursue growth through strategic investments and cooperative connections despite less favorable market conditions[112] - The company redeemed $271.0 million of member equity during the nine months ended May 31, 2025, as part of its equity redemption strategy[208] - No material changes in market risk exposures were experienced for the period ended May 31, 2025[222] - The company refers to Note 1 for applicable standards issued and not yet adopted[221]