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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2026
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| HIGHWATER ETHANOL, LLC |
| (Exact name of registrant as specified in its charter) |
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| Minnesota | 333-137482 | 20-4798531 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
24500 US HWY 14, PO Box 96, Lamberton, MN, 56152
(Address of principal executive offices)
(507) 752-6160
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 23, 2026, the Board of Directors of Highwater Ethanol, LLC (the “Company”) approved amendments to the executive bonus plan for the fiscal year ended October 31, 2026 (the "2026 Bonus Plan"). The Amended and Restated 2026 Executive Bonus Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
The amendments to the 2026 Bonus Plan provide additional bonus eligibility for the Chief Executive Officer and Chief Financial Officer based on (i) the Company meeting certain goals for net income above $10,000,000; and (ii) the receipt by the Company of incentives under tax credits associated with the U.S. federal clean fuel production incentives under Section 45Z of the Internal Revenue Code. Under the plan as modified, the Chief Executive Officer can earn an annual bonus up to 59% of his base salary and the Chief Financial Officer can earn an annual bonus up to 56% of his base salary. All other material terms and conditions of the 2026 Bonus Plan remain in full force and effect. The goals will be assessed as of the end of our fiscal year on October 31, 2026.
This Report on Form 8-K is being furnished pursuant to Item 7.01 Regulation FD Disclosure. The information furnished, including exhibits, is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(a)None.
(b)None.
(c)None.
(d)Exhibits.
Exhibit No. Description
10.1 Amended and Restated 2026 Bonus Plan adopted on September 23, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| HIGHWATER ETHANOL, LLC |
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| Date: September 28, 2026 | /s/ Lucas Schneider |
| Lucas Schneider, Chief Financial Officer |
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