Cummins (CMI) 10-K risk factor changes: FY2025 vs FY2024

Our products are subject to extensive [added: and evolving] statutory and regulatory requirements that can significantly increase our costs and, along with increased scrutiny from regulatory agencies and unpredictability in the adoption, implementation and enforcement of increasingly stringent and fragmented emission standards by multiple jurisdictions around the world, could have a material adverse impact on our results of operations, financial condition and cash flows.

Our engines are subject to extensive [added: and evolving] statutory and regulatory requirements governing emissions and noise, including standards imposed by the EPA, the EU, state regulatory agencies (such as the CARB) and other regulatory agencies around the world.

Our business benefits from [removed: free] [added: international] trade agreements, such as the United States-Mexico-Canada Agreement and the U.S. trade relationships including those with China, Brazil, E.U. and the U.K. More restrictive trade policies, such as efforts to withdraw from or substantially modify such agreements or arrangements, including, without limitation, higher tariffs or new barriers to entry could adversely impact our production costs, customer demand and our relationships with customers and suppliers.

Our income tax provision and cash tax liability in the future could be adversely affected by [removed: the adoption of new] [added: changes in] tax [removed: legislation,] [added: laws or their interpretations,] changes in earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and the discovery of new information in the course of our tax return preparation process.

[added: In some cases, foreign regulatory frameworks are more stringent or complex than similar regimes in the U.S.] Recent years have seen an increase in the development and enforcement of laws regarding trade compliance and anti-corruption, such as the U.S. Foreign Corrupt Practices Act and similar laws from other countries and expected global sustainability regulations, as well as new regulatory requirements regarding data privacy, such as the European Union General Data Protection Regulation.

These new and emerging regulations are likely to require significant resources and data management systems and could increase our cost of doing business, restrict our ability to operate our business or execute our [removed: strategies,] [added: strategies] and could result in fines and penalties or reputational harm if we do not fully comply.

[removed: These countries include] China, India and Germany.

We continue to experience pockets of supply chain disruptions and related challenges throughout the supply [removed: chain.][added: chain which are further impacted by the current global tariff environment.]

Delays may be caused by factors affecting our suppliers (including, but not limited to, raw material availability, capacity constraints, port congestion, labor disputes or unrest, shortages of labor, economic downturns, availability of credit, impaired financial condition, sanctions/tariffs, [added: restrictions on the sale or distribution of critical rare earth metals,] energy inflation/availability, suppliers' allocations to other purchasers, weather emergencies, natural disasters, acts of government or acts of war or terrorism).

In periods of weak demand, we may face under-utilized capacity and un-recovered overhead costs, while in periods of strong [removed: demand] [added: demand,] we may experience unplanned costs and could fail to meet customer demand.

If we do not accurately align our manufacturing capabilities with [removed: demand] [added: demand,] it could have a material adverse effect on our results of operations, financial condition and cash flows.

For [removed: 2024,] [added: 2025,] we recognized [removed: $395] [added: $469] million of equity, royalty and interest income from investees, compared to [removed: $483] [added: $395] million in [removed: 2023.][added: 2024.]

In [removed: 2024, more than forty] [added: 2025, nearly fifty] percent of our equity, royalty and interest income from investees [removed: is] [added: was] from three of our 50 [removed: percent owned] [added: percent-owned] joint ventures in China - [removed: Beijing Foton] [added: Chongqing] Cummins Engine [removed: Co.,] [added: Company,] Ltd., Dongfeng Cummins Engine Company, Ltd. and [removed: Chongqing] [added: Beijing Foton] Cummins Engine [removed: Company,] [added: Co.,] Ltd. Although a significant percentage of our net income is derived from these unconsolidated entities, we do not unilaterally control their management or their operations, which puts a substantial portion of our net income at risk from the actions or inactions of these entities.

We recognize significant sales of engines and components to a few large on-highway truck OEM [removed: customers] [added: customers,] which have been an integral part of our positive business results for several years.

Despite their own engine manufacturing abilities, these customers have historically chosen to outsource certain types of engine production to us due to the quality of our engine products, our emission compliance capabilities, our systems [removed: integration, their customers' preferences, their desire for cost reductions, their desire for eliminating production risks and their desire to maintain company focus.]

Any significant reduction in the level of engine production outsourcing from our truck manufacturer or OEM customers, financial distress of one of our large truck OEM customers due to a change-in-control, could likely lead to significant reductions in our sales volumes, commercial disputes, receivable collection [removed: issues,] [added: issues] and other negative consequences that could have a material adverse impact on our results of operations, financial condition and cash flows.

As a result, higher material and commodity [removed: costs,] [added: costs] could result in declining margins.

The development of new technologies may materially reduce the demand for our current products and [removed: services.][added: services, and we may not be successful in developing new technologies and products in order to effectively address the energy transition.]

We are investing in new products and technologies, including [removed: electrolyzers for hydrogen production and] electrified power systems and related components and subsystems.

[removed: Furthermore, it is possible that we may not be successful in developing segment-leading electrified or alternate fuel powertrains and some of our existing customers could choose to develop their own, or source from other manufacturers, and any] [added: Any] of these factors could have a material adverse impact on our results of operations, financial condition and cash flows.

[removed: Offering engines and] services that customers desire and value can mitigate the risks of increasing competition and declining demand, but products and services that are perceived to be less than desirable (whether in terms of price, quality, overall value, fuel efficiency or other attributes) can exacerbate these risks.

Increased input costs, such as fuel, utility, transportation and compliance-related [removed: costs] [added: costs,] could increase our operating costs and negatively impact customer operations and demand for our products.

As the impact of any additional future climate related legislative or regulatory requirements on our global businesses and products is dependent on the timing, scope and design of the mandates or standards, we are currently unable to predict its potential [removed: impact] [added: impact,] which could have a material adverse effect on our results of operations, financial condition and cash flows.

[removed: In addition, if an] acquisition results in any additional goodwill or increase in other intangible assets on our balance sheet and subsequently becomes impaired, we would be required to record a non-cash impairment charge, which could result in a material adverse effect on our financial condition.

Our business and operations are subject to interest rate [removed: risks] [added: risks,] and changes in interest rates can reduce demand for our products and increase borrowing costs and result in non-cash charges

Rising interest rates may increase our cost of [removed: capital] [added: capital,] which could have material adverse effects on our financial condition and cash flows.

Rising interest rates could also impact certain goodwill assets requiring non-cash impairment [removed: charges] [added: charges,] which could have a material adverse impact on our earnings.

Our IT environment and our products are exposed to potential security breaches or other [removed: disruptions] [added: disruptions,] which may adversely impact our competitive position, reputation, results of operations, financial condition and cash flows.

Increasing use of [removed: artificial intelligence] [added: AI] may increase these risks.

In addition, our products, including our engines, contain interconnected and increasingly complex technologies that control various [removed: processes] [added: processes,] and these technologies are potentially subject to "cyber attacks" and disruption.

We [removed: may use artificial intelligence] [added: are using AI] in our business and in our products, [added: services] and [added: features, and] challenges with properly managing its use could result in reputational harm, competitive [removed: harm,] [added: harm] and legal liability, and adversely affect our results of operations.

We [removed: may incorporate artificial intelligence] [added: are incorporating AI] solutions into our [added: business,] products, services and features, and we [removed: may leverage artificial intelligence,] [added: are leveraging AI,] including generative [removed: artificial intelligence and] [added: AI,] machine [removed: learning,] [added: learning and similar tools and technologies,] in our product development, operations and software programming.

Our competitors or other third parties may incorporate [removed: artificial intelligence] [added: AI] into their products or operational processes more quickly or more successfully than us, which could have a material adverse effect on our competitive position, reputation and results of operations.

In addition, there are significant risks involved in developing and deploying [removed: artificial intelligence] [added: AI,] and there can be no assurance that the usage of [removed: artificial intelligence] [added: AI] will enhance our products or services or be beneficial to our business, including our efficiency or profitability.

The rapid evolution of [removed: artificial intelligence,] [added: AI,] including the regulation of [removed: artificial intelligence] [added: AI] by government or other regulatory agencies, will require significant resources to develop, test and maintain our platforms, offerings, [removed: services,] [added: services] and features to implement [removed: artificial intelligence] [added: AI] ethically and minimize any unintended harmful impacts.

Greater political, economic and social [removed: uncertainty] [added: uncertainty, among, between] and [added: within countries, and] the evolving globalization of businesses could significantly change the dynamics of our competition, customer base and product offerings and impact our growth globally.

Any increased trade barriers or restrictions on global trade, especially trade with [removed: China] [added: China,] could adversely impact our competitive position, results of operations, financial condition and cash flows.

We also face competitors in some emerging regions who have established local practices and long standing relationships with participants in these [removed: markets.]

At December 31, [removed: 2024,] [added: 2025,] we employed approximately [removed: 69,600] [added: 67,400] persons worldwide.

[removed: While] [added: Approximately 20,000 of our employees worldwide were represented by various unions under collective bargaining agreements that expire between 2026 and 2030.While] we have no reason to believe that we will be materially impacted by work stoppages or other labor matters, there can be no assurance that future issues with our labor unions will be resolved favorably or that we will not encounter future strikes, work stoppages, or other types of conflicts with labor unions or our employees.

We operate our business on a global basis and changes in tariffs and other trade disruptions could adversely impact the demand for our products and our competitive position.

There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to tariffs and other trade disruptions (such as embargoes, sanctions and export controls).

The uncertain tariff environment, marked by the U.S. imposition of tariffs on certain countries, followed by the imposition of retaliatory tariffs on U.S. goods and services by certain countries has introduced significant market volatility and raised concerns about potential economic impacts.

The extent to which tariffs and/or other trade disruptions will be enacted and the duration for which enacted tariffs and/or other trade disruptions will be in place remain uncertain and could adversely impact our production costs, customer demand and our relationships with customers and suppliers.

In addition, our compliance with any such newly enacted tariffs and/or other trade disruptions is likely to require significant resources and data management systems and could increase our cost of doing business, restrict our ability to operate our business or execute our strategies, and could result in fines and penalties or reputational harm if we are found to not be in full compliance.

We manufacture, sell and service products globally and rely upon a global supply chain to deliver the raw materials, components, systems and parts that we need to manufacture and service our products.

Any of these consequences could have a material adverse effect on our results of operations, financial condition and cash flows.

Deregulation could impair our investments in future products and negatively impact our long-term growth and competitiveness.

Our strategy includes significant investments in the development of new products and technologies, particularly those designed to meet or exceed current and anticipated regulatory requirements related to emissions, safety and environmental performance.

Any significant reduction, delay, or elimination of, or failure to adopt or enforce, such regulatory requirements in key markets could reduce or delay demand for our products and services, increase our costs of producing or delay the introduction of new or modified products and services or restrict our existing activities, products, and services.

In addition, any discontinuation or reduction of incentives or benefits for the development of technologies limiting the impact of climate change, or significant uncertainty regarding such efforts, may cause demand for certain of our future products to be less than we anticipate.

Any such change in regulatory requirements or incentives may ultimately weaken or render obsolete the business case for certain research and development initiatives or capital investments.

As a result, we may be required to reassess, scale back or discontinue investments in future products that were originally intended to address more stringent regulatory standards, and may fail to realize the intended benefits of, or recover the investments we have already made in, developing new products and technologies.

In addition, the adoption of new regulations or industry standards which our products and services are not positioned to address, could adversely affect demand for our products and services.

Deregulation or reduction in incentives may also lead to reduced industry-wide innovation, as both we and our competitors could deprioritize or delay the introduction of advanced technologies that are no longer mandated.

This could limit our ability to differentiate our products, respond to evolving customer expectations or maintain leadership in markets where regulatory requirements remain in place or are later reinstated.

Furthermore, if we have already made substantial investments in anticipation of future regulations that are subsequently rolled back, we may not be able to recover those costs, which could result in asset impairments or reduced returns on investment.

Any of these outcomes could adversely affect our long-term growth prospects, competitive position and financial results.

These countries include

For products where we are manufacturing at capacity, we cannot guarantee that we will be able to increase manufacturing capacity to a level that meets demand for our products and services, which could prevent us from meeting increased customer demand and could harm our business.

However, if we overestimate our demand and overbuild our capacity, we may have significantly underutilized assets and we may experience reduced margins.

integration, their customers' preferences, their desire for cost reductions, their desire for eliminating production risks and their desire to maintain company focus.

Furthermore, it is possible that we may not be successful in developing segment-leading electrified powertrains.

We may face technological challenges and evolving government and customer requirements, and we may not succeed in anticipating them and developing the desired technologies and products on a timely basis.

Some of our existing customers could choose to develop their own or source from other manufacturers.

Additionally, competitors may develop these technologies and products before we do, and they may be viewed by our customers to be superior to technologies and products we may develop.

If the energy transition landscape changes faster than anticipated or in a manner that we do not anticipate, demand for our products and services, as well as our relationships with various stakeholders, could be adversely affected.

Alternatively, if the energy transition occurs more slowly than anticipated, demand for our new products and technologies may be lower than expected or we may need to reassess, scale back or discontinue investments in future products, and as a result, we may fail to realize the anticipated benefits of our investments in new products and technologies.

Furthermore, if we fail or are perceived to not effectively implement an energy transition strategy, or if investors or financial institutions shift funding away from companies in fossil fuel-related industries, our access to capital or the market for our securities could be negatively impacted.

Offering engines and

In addition, if an

There is inherent risk and uncertainty involved in using AI.

The use of AI in the development of our products and services could cause loss or theft of intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity.

The use of AI by us, our vendors or our suppliers can lead to unintended consequences, including

generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our stakeholders, our reputation and our business and expose us to risks related to inaccuracies or errors in the output of such technologies.

If the AI tools that we use are deficient, inaccurate or controversial, we could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business and financial results.

If we do not have sufficient rights to use the data or other material or content on which the AI tools we use rely, we also may incur liability through the violation of applicable laws and regulations, third-party intellectual property, data privacy, or other rights or contracts to which we are a party.

In addition, our personnel could, unbeknownst to us, improperly utilize AI and machine learning-technology while carrying out their responsibilities.

If we fail to keep pace with rapidly evolving technological developments in AI, our competitive position and business results may suffer.

markets.

In addition, failure to comply with the terms and conditions of the Settlement Agreements will subject us to stipulated penalties.

We may become subject to additional evolving regulations related to the cleanup of contaminated property, such as the EPA's proposal to designate two widely used PFAS as hazardous substances.

In some cases, foreign regulatory frameworks are more stringent or complex than similar regimes in the United States.

Approximately 22,000 of our employees worldwide were represented by various unions under collective bargaining agreements that expire between 2025 and 2029.

- [removed: OPERATING] [added: REPORTABLE] SEGMENT RESULTS

[removed: - 2025 OUTLOOK][added: OUTLOOK]

The following is the discussion and analysis of changes in the financial condition and results of operations for fiscal year [removed: 2024] [added: 2025] compared to fiscal year [removed: 2023.][added: 2024.]

The discussion and analysis of fiscal year [removed: 2022] [added: 2023] and changes in the financial condition and results of operations for fiscal year [removed: 2023] [added: 2024] compared to fiscal year [removed: 2022,] [added: 2023,] that are not included in this Form 10-K, may be found in Part II, ITEM 7 of our [Annual Report on Form [removed: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000002617224000012/cmi-20231231.htm)] [added: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000002617225000007/cmi-20241231.htm)] for the fiscal year ended December 31, [removed: 2023,] [added: 2024,] filed with the Securities and Exchange Commission (SEC) on February [removed: 12, 2024.][added: 11, 2025.]

We have long-standing relationships with many of the leading manufacturers in the markets we serve, including PACCAR [removed: Inc,] [added: Inc.,] Traton Group, Daimler Trucks [removed: North America] [added: AG] and Stellantis N.V. We serve our customers through a service network of approximately [removed: 650] [added: 640] wholly-owned, joint venture and independent distributor locations and more than [removed: 19,000] [added: 13,000] Cummins certified dealer locations in approximately 190 countries and territories.

The Accelera segment designs, manufactures, sells and supports electrified power systems with innovative components and subsystems, including [removed: battery, fuel cell] [added: battery] and electric powertrain [removed: technologies as well as hydrogen production] technologies.

The Accelera segment is currently in the early stages of commercializing these technologies with efforts primarily focused on the development of electrified power systems and related components and [removed: subsystems and our electrolyzers for hydrogen production.][added: subsystems.]

We continue to serve all our markets as they adopt [removed: electrification and alternative power technologies,] [added: electrification,] meeting the needs of our OEM partners and end customers.

As a worldwide business, our operations are also affected by geopolitical risks, currency fluctuations, political and economic uncertainty, [added: tariffs and related trade disruptions,] public health crises (epidemics or pandemics) and regulatory matters, including adoption and enforcement of environmental and emission [removed: standards, in the countries we serve.][added: standards.]

At the same time, our geographic diversity and broad product and service offerings have helped limit the impact from a drop in demand in any one industry, region, [added: customer or] the economy of any single country [removed: or customer] on our consolidated results.

Accelera [removed: Strategic Reorganization] Actions

In the fourth quarter of 2024, our Accelera segment underwent a strategic review to better streamline operations as well as pace and re-focus investments on the most promising paths as the adoption of certain zero emission solutions [removed: slows.][added: slow.]

This review resulted in [added: strategic reorganization actions, including] decisions to consolidate certain manufacturing efforts, focus internal development efforts towards areas of differentiation while continuing to leverage partners and reduce our investments in certain technologies, joint ventures and markets.

Total charges for [removed: these strategic reorganization] [added: all Accelera] actions [added: in 2025] were [removed: $312] [added: $458] million.

See NOTE 22, [removed: "ACCELERA STRATEGIC REORGANIZATION ACTIONS,"] [added: “ACCELERA ACTIONS,”] to our *Consolidated Financial Statements* for additional information.

See NOTE 21, [removed: "ATMUS INITIAL PUBLIC OFFERING (IPO) AND DIVESTITURE,"] [added: “ATMUS DIVESTITURE,”] to our *Consolidated Financial Statements* for additional information.

In December 2023, we announced that we reached an agreement in principle with the U.S. Environmental Protection Agency (EPA), the California Air Resources Board (CARB), the Environmental and Natural Resources Division of the U.S. Department of Justice (DOJ) and the California Attorney General’s Office to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S., which became final and effective in [removed: April 2024 (collectively, the Settlement Agreements).]

See NOTE 14, [removed: "COMMITMENTS] [added: COMMITMENTS] AND [removed: CONTINGENCIES,"] [added: CONTINGENCIES,”] to our *Consolidated Financial Statements* for additional information.

| | | | | | | Years ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| In millions, except per share amounts | | | | | | [removed: 2024] [added: 2025] | | | (1) | | | [removed: 2023] [added: 2024] | | | (2) | | | [removed: 2022] [added: 2023] | | | [added: (3)] | | | | | | | | | | | | [added: | | |]

| Net sales | | | | | | $ | [removed: 34,102] [added: 33,670] | | | | | $ | [removed: 34,065] [added: 34,102] | | | | | $ | [removed: 28,074] [added: 34,065] | | | | | | | | | | | | | | [added: | | |]

| Net income attributable to Cummins Inc. | | | | | | [removed: 3,946] [added: 2,843] | | | | | | [removed: 735] [added: 3,946] | | | | | | [removed: 2,151] [added: 735] | | | | | | | | | | | | | | | [added: | | |]

| Earnings per common share attributable to Cummins Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| Basic | | | | | | $ | [removed: 28.55] [added: 20.62] | | | | | $ | [removed: 5.19] [added: 28.55] | | | | | $ | [removed: 15.20] [added: 5.19] | | | | | | | | | | | | | | [added: | | |]

| Diluted | | | | | | [removed: 28.37] [added: 20.50] | | | | | | [removed: 5.15] [added: 28.37] | | | | | | [removed: 15.12] [added: 5.15] | | | | | | | | | | | | | | | [added: | | |]

| [removed: (1)] [added: (2)] Net income and earnings per common share included the $1.3 billion non-taxable gain associated with the divestiture of Atmus [added: and $312 million of charges related to the Accelera strategic reorganization] for the year ended December 31, 2024. See NOTE 21, [removed: "ATMUS INITIAL PUBLIC OFFERING (IPO) AND DIVESTITURE,"] [added: “ATMUS DIVESTITURE,” and NOTE 22, “ACCELERA ACTIONS,”] to our *Consolidated Financial Statements* for additional information. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| [removed: (2)] [added: (3)] Net income and earnings per common share included a $2.0 billion charge related to the Settlement Agreements for the year ended December 31, 2023. See NOTE 14, [removed: "COMMITMENTS] [added: “COMMITMENTS] AND [removed: CONTINGENCIES,"] [added: CONTINGENCIES,”] to our *Consolidated Financial Statements* for additional information. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

Net income attributable to Cummins Inc. for [removed: 2024] [added: 2025] was [removed: $3.9] [added: $2.8] billion, or [removed: $28.37] [added: $20.50] per diluted share, on sales of [removed: $34.1] [added: $33.7] billion, compared to [removed: 2023] [added: 2024] net income attributable to Cummins Inc. of [removed: $0.7] [added: $3.9] billion, or [removed: $5.15] [added: $28.37] per diluted share, on sales of $34.1 billion.

The table below presents our consolidated net sales by [removed: geographic area] [added: country] based on the location of the customer:

| | | | | | | | | | | | | | | | | | | Years ended December 31, | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | |

| In millions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Amount | | | | | | Percent | | | | | | Amount | | | | | | Percent | | |

| United States and Canada | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 20,820] [added: 20,165] | | | | | $ | [removed: 20,650] [added: 20,820] | | | | | $ | [removed: 16,869] [added: 20,650] | | | | | $ | [removed: 170] [added: (655)] | | | | | [removed: 1] [added: (3)] | | % | | | | $ | [removed: 3,781] [added: 170] | | | | | [removed: 22] [added: 1] | | % |

| International | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 13,282] [added: 13,505] | | | | | | [removed: 13,415] [added: 13,282] | | | | | | [removed: 11,205] [added: 13,415] | | | | | | [removed: (133)] [added: 223] | | | | | | [removed: (1)] [added: 2] | | % | | | | [removed: 2,210] [added: (133)] | | | | | | [removed: 20] [added: (1)] | | % |

| Total net sales | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 34,102] [added: 33,670] | | | | | $ | [removed: 34,065] [added: 34,102] | | | | | $ | [removed: 28,074] [added: 34,065] | | | | | $ | [removed: 37] [added: (432)] | | | | | [removed: —] [added: (1)] | | % | | | | $ | [removed: 5,991] [added: 37] | | | | | [removed: 21] [added: —] | | % |

Net sales in the U.S. and Canada [removed: improved] [added: declined] by [removed: 1] [added: 3] percent [removed: primarily] [added: mainly] due to [removed: higher] [added: lower] demand in [removed: power generation markets] [added: heavy-duty] and medium-duty truck [added: markets] and [removed: bus markets,] [added: the divestiture of Atmus,] partially offset by [added: higher sales in power generation markets and non-tariff pricing mainly related to] the [removed: divestiture] [added: launch] of [removed: Atmus and lower demand] [added: updated engine products] in [removed: North American pick-up truck and heavy-duty truck] [added: light-duty automotive] markets.

International sales (excludes the U.S. and Canada) [removed: declined] [added: improved] by [removed: 1] [added: 2] percent, primarily due to [removed: lower] [added: higher] sales in China and [removed: Europe which were mostly] [added: Europe, partially] offset [removed: with higher] [added: by lower] sales in Latin [removed: America and India.][added: America.]

The following table contains sales and EBITDA (defined as earnings or losses before interest expense, income taxes, depreciation and amortization and noncontrolling interests) by [removed: operating] [added: reportable] segment for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

See NOTE [removed: 25, "OPERATING SEGMENTS,"] [added: 24, “REPORTABLE SEGMENTS,”] to our *Consolidated Financial Statements* for additional information and a reconciliation of our segment information to the corresponding amounts in our *Consolidated Statements of Net Income*.

| | | | | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | Percent change | | | | | | | | |

| | | | | | | | | | | | | Percent of Total | | | | | | | | | | | | | | | | | | Percent of Total | | | | | | | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | | | |

- 2026 OUTLOOK

We are a global power leader committed to powering a more prosperous world.

Since 1919, we have delivered innovative solutions that move people, goods and economies forward.

Our five reportable segments - Engine, Components, Distribution, Power Systems and Accelera - offer a broad portfolio, including advanced diesel, electric and hybrid powertrains; integrated power generation systems; critical components such as aftertreatment, turbochargers, fuel systems, controls, transmissions, axles and brakes; and zero emissions technologies like battery and electric powertrain systems.

With a global footprint, deep technical expertise and an extensive service network, we deliver dependable, cutting-edge solutions tailored to our customers' needs, supporting them through the energy transition with our Destination Zero strategy.

Uncertain Global Trade Environment

We operate our business on a global basis and changes in international, national and regional trade laws, regulations and policies affecting and/or restricting international trade, including higher tariffs, trade disruptions (such as embargoes, sanctions and export controls) and broader geopolitical tensions, could adversely impact the demand for our products and our competitive position.

The uncertain global trade environment, marked by the U.S. imposition of tariffs on certain countries, followed by the imposition of retaliatory tariffs and other actions against U.S. goods and services by certain countries has introduced significant market volatility and raised concerns about potential economic impacts.

Our primary risks include reduced global movement of goods impacting freight activity, increased costs for suppliers and end-users and uncertainty around the availability of supply, all of which could contribute to a decline in business confidence, a reduction in demand for our products and increased product costs.

We have and continue to look for ways to mitigate these costs including discussions with our suppliers, sourcing alternatives and agreements with our customers to recover these costs.

The financial impact of tariffs, net of mitigation actions, was immaterial to our profitability and operating cash flows during 2025.

Continued and increasing tariff costs, the effectiveness of our mitigation efforts and the resulting market volatility could materially and adversely affect our results of operations, financial condition and cash flows in the future.

We will continue work to minimize the related impacts to our business to the extent possible.

See the "OUTLOOK" section for a discussion of the potential tariff impacts for 2026.

During 2025, due to the continued rapid deterioration in our electrolyzer markets and overall hydrogen markets, along with significant uncertainty in the alternative power markets resulting from reductions in government incentives, we fully impaired all of the goodwill for our electrolyzer business and wrote off certain inventory in the third quarter of 2025, totaling $240 million.

These conditions prompted a further strategic review of this business in the fourth quarter of 2025.

As a result of market conditions and the current business outlook, we intend to stop new commercial activity in the electrolyzer space, subject to information and consultation in accordance with local legal requirements.

We will continue to fulfill existing customer commitments.

As a result of these actions, we recorded several additional charges in the fourth quarter of 2025 related to inventory write-downs, intangible and fixed asset impairments, lease impairments, contract terminations and severance, totaling $218 million.

April 2024 (collectively, the Settlement Agreements).

2025 Results

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We are a global power solutions leader comprised of five business segments - Engine, Components, Distribution, Power Systems and Accelera - supported by our global manufacturing and extensive service and support network, skilled workforce and vast technical expertise.

Our products range from advanced diesel, natural gas, electric and hybrid powertrains and powertrain-related components including aftertreatment, turbochargers, fuel systems, valvetrain technologies, controls systems, air handling systems, automated transmissions, axles, drivelines, brakes, suspension systems, electric power generation systems, electrified power systems with innovative components and subsystems, including battery, fuel cell and electric power technologies and hydrogen production technologies.

Settlement Agreements

2024 Results

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The increases in net income attributable to Cummins Inc. and earnings per diluted share were driven by the absence of the $2.0 billion charge related to the Settlement Agreements in 2023 and the $1.3 billion gain recognized on the divestiture of Atmus in 2024.

Diluted earnings per common share for 2024 benefited $0.87 per share from fewer weighted-average shares outstanding due to treasury shares reacquired in the Atmus divestiture.

Worldwide revenues were flat in 2024 compared to 2023, as increased global power generation demand (mostly data center markets) and higher demand in North American medium-duty truck and bus markets were offset by the divestiture of Atmus, lower emission solutions demand (mainly in China), lower demand in North American heavy-duty truck and pick-up truck markets and weaker demand in global construction markets.

The decrease in international sales was primarily due to the divestiture of Atmus and lower emission solutions demand (mainly in China), largely offset by increased demand in power generation markets (mainly Europe, China, Asia Pacific and India).

Unfavorable foreign currency fluctuations impacted international sales by 1 percent (mainly the Brazilian real and Chinese renminbi).

| | | | | | | Operating Segments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (3) Intersegment eliminations and total EBITDA included a $2.0 billion charge related to the Settlement Agreements, and total EBITDA included $100 million of costs associated with the divestiture of Atmus. See NOTE 14, "COMMITMENTS AND CONTINGENCIES," to our *Consolidated Financial Statements* for additional information. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

2024 Highlights

We generated $1.5 billion of operating cash flows in 2024, compared to $4.0 billion in 2023.

In November 2024, we settled a portion of our interest rate swaps related to our 2025 and 2030 bonds with a combined notional amount of $135 million.

In the second and third quarters of 2024, we settled the remaining $500 million of interest rate swaps associated with the term loan, due in 2025, and repaid the outstanding balance of the term loan.

In May 2024, we entered into an accounts receivable sales agreement with Wells Fargo Bank, N.A., to sell certain accounts receivable up to $500 million.

On February 20, 2024, we issued $2.25 billion aggregate principal amount of senior unsecured notes consisting of $500 million aggregate principal amount of 4.90 percent senior unsecured notes due in 2029, $750 million aggregate principal amount of 5.15 percent senior unsecured notes due in 2034 and $1.0 billion aggregate principal amount of 5.45 percent senior unsecured notes due in 2054.

We received net proceeds of $2.2 billion.

| "NM" - not meaningful information | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The increases were mainly due to favorable pricing and higher volumes, partially offset by the divestiture of Atmus, higher compensation expenses and increased product coverage.

| Flood damage expenses | | | | | | (10) | | | | | | — | | | | | |

| Settlement Agreements (2) | | | | | | — | | | | | | (2,036) | | | | | |

2023 vs. 2022

| Russian suspension costs | | | | | | — | | | | | | — | | | | | | 33 | | | (2) | | | — | | | | | | — | | % | | | | 33 | | | | | | 100 | | % |

| (1) Included a $28 million impairment of our joint venture with KAMAZ and $3 million of royalty charges as part of our costs associated with the indefinite suspension of our Russian operations. See NOTE 24, "RUSSIAN OPERATIONS," to our *Consolidated Financial Statements* for additional information. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

- Heavy-duty truck sales decreased $155 million principally due to weaker demand in North America with shipments down 8 percent.

- Off-highway sales decreased $146 million primarily due to lower demand in global construction markets, especially in China and Western Europe.

| Russian suspension costs (1) | | | | | | — | | | | | | — | | | | | | 5 | | | | | | — | | | | | | — | | % | | | | 5 | | | | | | 100 | | % |

| (3) Included $83 million of costs related to the acquisition and integration of Meritor and $28 million of costs associated with the divestiture of Atmus. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Beginning in the second quarter of 2024, we realigned certain businesses within our Components segment to be consistent with how our segment leader now monitors performance.

We reorganized the businesses to combine the engine components and software and electronics businesses into the newly formed components and software business.

In addition, we rebranded our axles and brakes business as drivetrain and braking systems.

We began reporting results for these changes within our Components segment effective April 1, 2024, and reflected these changes in the historical periods presented.

The change had no impact on our consolidated results.

- Sales decreased $1.3 billion due to the Atmus divestiture on March 18, 2024.

- Emission solutions sales decreased $234 million principally due to lower demand in China.

Components segment EBITDA decreased $249 million, primarily due to the divestiture of Atmus.

| Russian suspension costs (1) | | | | | | — | | | | | | — | | | | | | 54 | | | | | | — | | | | | | — | | % | | | | 54 | | | | | | 100 | | % |

This risk is closely monitored and managed through the use of physical forward contracts (which are not considered derivatives) and financial derivative instruments including foreign currency forward contracts, commodity swap contracts and interest rate [removed: swaps.][added: swaps and locks.]

The following describes our risk exposures and provides the results of a sensitivity analysis performed at December 31, [removed: 2024.][added: 2025.]

[removed: Our] [added: These] foreign currency [added: forward contracts are designated and qualify as foreign currency] cash flow hedges [added: and] generally mature [removed: within] [added: withing] two years.

For the years ended December 31, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] there were no circumstances that resulted in the discontinuance of a foreign currency cash flow hedge.

In order to minimize movements in certain investments, [removed: in 2022] we [removed: began entering] [added: enter] into foreign exchange forwards designated as net investment hedges.

At December 31, [removed: 2024,] [added: 2025,] the potential gain or loss in the fair value of our outstanding foreign currency contracts, assuming a hypothetical 10 percent fluctuation in the currencies of such contracts, would be approximately [removed: $25] [added: $64] million.

The sensitivity analysis of the effects of changes in foreign currency exchange rates assumes the notional value [removed: to remain] [added: remains] constant for the next 12 months.

Assuming a hypothetical adverse movement in interest rates of one percentage point, the combined value of our interest rate derivatives portfolios would be reduced by [removed: $29] [added: $40] million, as calculated as of December 31, [removed: 2024.][added: 2025.]

At December 31, [removed: 2024,] [added: 2025,] realized and unrealized gains and losses related to these hedges were not material to our financial statements.

[removed: We also enter into] [added: These] physical forward [removed: contracts, which] [added: contracts] qualify for the normal purchases scope exception and are treated as purchase commitments.

In the second quarter of 2025, we began entering into cross-currency interest rate swaps designated as net investment hedges for certain of our investments to help reduce volatility in the equity value of our subsidiaries.

Under the current terms of our cross-currency interest rate swaps, we generally pay fixed-rate interest in Euros or Chinese renminbi and receive fixed-rate interest in U.S. dollars.

These swaps are utilized to hedge portions of our net investments denominated in these currencies against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar.

The fixed-rate interest payments on the swaps are recorded as interest income.

The change in fair value of the swaps is deferred and reported as components of AOCL.

The unrealized gain or loss is classified into income in the same period when the foreign subsidiary is sold or substantially liquidated.

These foreign currency forward contracts are designated and qualify as foreign currency cash flow hedges.

We serve our customers through a service network of approximately [removed: 650] [added: 640] wholly-owned, joint venture and independent distributor locations and more than [removed: 19,000] [added: 13,000] Cummins certified dealer locations in approximately 190 countries and territories.

See NOTE 21, [removed: "ATMUS INITIAL PUBLIC OFFERING (IPO) AND DIVESTITURE,"] [added: “ATMUS DIVESTITURE,”] to our *Consolidated Financial Statements* for additional information.

In December 2023, we announced that we reached an agreement in principle with the [removed: U.S. Environmental Protection Agency (EPA), the California Air Resources Board (CARB), the Environmental and Natural Resources Division of] [added: EPA, CARB,] the [removed: U.S. Department of Justice (DOJ)] [added: DOJ] and the California Attorney General’s Office to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S., which became final and effective in April 2024 (collectively, the Settlement Agreements).

We have five complementary [removed: operating] [added: reportable] segments: Engine, Components, Distribution, Power Systems and Accelera.

In each of our [removed: operating] [added: reportable] segments, we compete worldwide with a number of other manufacturers and distributors that produce and sell similar products.

We use segment earnings or losses before interest expense, income taxes, depreciation and amortization and noncontrolling interests (EBITDA) as the basis for the Chief Operating Decision Maker to evaluate the performance of each of our reportable [removed: operating] segments.

See NOTE [removed: 25, "OPERATING SEGMENTS,"] [added: 24, “REPORTABLE SEGMENTS,”] to our *Consolidated Financial Statements* for additional information and a reconciliation of our segment information to the corresponding amounts in our *Consolidated Statements of Net Income*.

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Percent of consolidated net sales (1) | | | | | | [removed: 28] [added: 26] | | % | | | | 28 | | % | | | | [removed: 31] [added: 28] | | % |

| Percent of consolidated EBITDA (1) | | | | | | [removed: 33] [added: 26] | | % | | | | [removed: 32] [added: 33] | | % | | | | [removed: 38] [added: 32] | | % |

The Engine segment manufactures and markets a broad range of [removed: diesel and] [added: diesel,] natural [removed: gas-powered] [added: gas and gasoline-powered] engines under the Cummins brand name, as well as certain customer brand names, for the heavy-duty truck, medium-duty truck and bus, light-duty automotive and off-highway markets.

- Medium-duty truck and bus - We manufacture [removed: diesel and] [added: diesel,] natural gas [added: and gasoline] engines ranging from 130 to 450 horsepower serving medium-duty truck and bus customers worldwide, with key markets including North America, Europe, Latin America, China, Australia and India.

- Off-highway (industrial engines) - We manufacture diesel engines that range from 48 to 715 horsepower serving key global markets including construction, [added: agriculture,] mining, marine, rail, oil and [removed: gas, defense and agriculture] [added: gas] and [removed: also] [added: defense as well as] the power generation business for standby, mobile and distributed power generation solutions throughout the world.

We sell our industrial engines to manufacturers of construction and agricultural equipment including Hyundai Heavy Industries, Komatsu Ltd. (Komatsu), [added: J.C. Bamford Excavators Ltd.,] Zoomlion Heavy Industry Science & Technology Co., Ltd, Xuzhou Construction Machinery Group, Guangxi LiuGong Machinery Co., Ltd, JLG Industries, Inc. and [removed: Sany Group.][added: SANY Heavy Industry Co., Ltd.]

Other independent engine manufacturers include Weichai Power [removed: Co. Ltd.] [added: Co., Ltd., Yuchai] and Deutz AG.

| Percent of consolidated net sales (1) | | | | | | [removed: 28] [added: 25] | | % | | | | [removed: 32] [added: 28] | | % | | | | [removed: 28] [added: 32] | | % |

| Percent of consolidated EBITDA (1) | | | | | | [removed: 32] [added: 26] | | % | | | | [removed: 36] [added: 32] | | % | | | | [removed: 33] [added: 36] | | % |

The Components segment designs, manufactures and supplies products which complement the Engine and Power Systems segments, including [removed: axles, drivelines, brakes] [added: drivetrain] and [removed: suspension] [added: braking] systems for commercial [removed: diesel] [added: diesel, gasoline] and natural gas applications, aftertreatment systems, turbochargers, fuel systems, valvetrain technologies, automated transmissions and electronics.

We also market and sell [removed: truck, trailer, on- and] [added: on-highway,] off-highway and other products principally for OEM dealers and other independent distributors and service garages within the aftermarket industry.

We primarily serve markets in North America, Europe, South America, [removed: India,] Asia [removed: Pacific] [added: Pacific, China] and [removed: China.][added: India.]

- Emission solutions - We [removed: are a global leader in designing, manufacturing] [added: design, manufacture] and [removed: integrating] [added: integrate] aftertreatment technology and solutions for the commercial on- and off-highway light-duty, medium-duty, heavy-duty and high-horsepower engine markets.

- Components and software - We design, manufacture and market turbocharger, fuel system and valvetrain technologies for light-duty, [removed: mid-range,] [added: medium-duty,] heavy-duty and high-horsepower markets.

We primarily serve markets in North America, [removed: Europe, China] [added: China, Europe] and India.

Automated transmissions include automated manual [removed: transmissions, dual-clutch] transmissions and automatic transmissions for internal combustion engines.

Customers of the Components segment generally include the Engine, Distribution, Power Systems and Accelera segments, joint ventures including Tata Cummins Ltd., Dongfeng Cummins Engine Co., Ltd. and Beijing Foton Cummins Engine Co., Ltd., truck manufacturers and other OEMs, many of which are also customers of the Engine segment, such as PACCAR, Daimler, [added: AB] Volvo, Traton, [removed: Tata Motors Ltd. (Tata Motors)] [added: Stellantis] and other manufacturers that use our components in their product platforms.

Our primary competitors in these markets include Robert Bosch GmbH, [removed: Parker-Hannifin Corporation,] Garrett Motion, Inc., Borg-Warner Inc., Tenneco Inc., Eberspacher Holding GmbH & Co. KG, [removed: Denso Corporation,] Allison Transmission, [removed: Aisin Corporation,] Knorr-Bremse [removed: AG, ZF Friedrichshafen] AG and [removed: Dana Incorporated.][added: ZF Friedrichshafen AG.]

| Percent of consolidated net sales (1) | | | | | | [removed: 27] [added: 30] | | % | | | | [removed: 25] [added: 27] | | % | | | | [removed: 26] [added: 25] | | % |

| Percent of consolidated EBITDA (1) | | | | | | [removed: 27] [added: 34] | | % | | | | [removed: 24] [added: 27] | | % | | | | [removed: 22] [added: 24] | | % |

Joint venture locations serve markets in South America, Southeast [removed: Asia] [added: Asia, Middle East] and India while independent distribution locations serve markets in these and other geographies.

The Distribution segment is organized and managed as seven geographic regions, including North America, [added: Europe,] Asia Pacific, [removed: Europe,] China, India, [added: Latin America and] Africa and Middle [removed: East and Latin America.][added: East.]

| Percent of consolidated net sales (1) | | | | | | [removed: 16] [added: 18] | | % | | | | [removed: 14] [added: 16] | | % | | | | 14 | | % |

| Percent of consolidated EBITDA (1) | | | | | | [removed: 23] [added: 31] | | % | | | | [removed: 16] [added: 23] | | % | | | | [removed: 15] [added: 16] | | % |

- Power generation - We are a global OEM offering standby and prime power generators ranging from 2 kilowatts to 3.5 megawatts, as well as controls, paralleling systems and transfer switches, for customers with [removed: consumer,] data center, [added: consumer,] commercial, industrial, health care, prime rental fleet and defense applications.

We also provide turnkey solutions for distributed generation and energy management applications using [added: diesel,] natural gas, [removed: diesel] [added: battery energy storage systems] and newer alternative sustainable fuels such as hydrotreated vegetable oil and renewable natural gas.

- Generator technologies - We design, manufacture, sell and support A/C generator/alternator products [added: and components] for internal consumption and for external generator set assemblers.

Our [added: alternator] products are sold under the Stamford and AVK brands and range in output from 7.5 kilovolt-amperes (kVA) to 11,200 kVA.

The Accelera segment designs, manufactures, sells and supports electrified power systems with innovative components and subsystems, including [removed: battery, fuel cell] [added: battery] and electric powertrain [removed: technologies as well as hydrogen production] technologies.

The Accelera segment is currently in the early stages of commercializing these technologies with efforts primarily focused on the development of electrified power systems and related components and [removed: subsystems and our electrolyzers for hydrogen production.][added: subsystems.]

We will continue to pursue relationships in markets as they adopt electric [removed: and hydrogen] solutions.

In the markets served by the Accelera segment, we compete with battery [removed: and emerging fuel cell] companies, powertrain component [removed: manufacturers,] [added: manufacturers and] vertically integrated [removed: OEMs and entities providing hydrogen production solutions.][added: OEMs.]

In 2001, we changed our name to Cummins Inc. We are a global power leader committed to powering a more prosperous world.

Since 1919, we have delivered innovative solutions that move people, goods and economies forward.

Our five reportable segments - Engine, Components, Distribution, Power Systems and Accelera - offer a broad portfolio, including advanced diesel, electric and hybrid powertrains; integrated power generation systems; critical components such as aftertreatment, turbochargers, fuel systems, controls, transmissions, axles and brakes; and zero emissions technologies like battery and electric powertrain systems.

With a global footprint, deep technical expertise and an extensive service network, we deliver dependable, cutting-edge solutions tailored to our customers' needs, supporting them through the energy transition with our Destination Zero strategy.

REPORTABLE SEGMENTS

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

See NOTE 21, "ATMUS DIVESTITURE," to our *Consolidated Financial Statements* for additional information.

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

During 2025, due to the continued rapid deterioration in our electrolyzer markets and overall hydrogen markets, along with significant uncertainty in the alternative power markets resulting from reductions in government incentives, we fully impaired all of the goodwill for our electrolyzer business and wrote off certain inventory in the third quarter of 2025.

These conditions prompted a further strategic review of this business in the fourth quarter of 2025.

As a result of market conditions and the current business outlook, we intend to stop new commercial activity in the electrolyzer space, subject to information and consultation in accordance with local legal requirements.

We will continue to fulfill existing customer commitments.

See NOTE 22, “ACCELERA ACTIONS,” to our *Consolidated Financial Statements* for additional information.

Our investment balance at December 31, 2025, net of operating losses, was $359 million.

We also have strong demand for our data center products extending out six to eight quarters.

RD&E expenses, net of contract reimbursements, were $1.4 billion each year in 2025, 2024 and 2023.

Our business and sustainability strategies are intentionally and intricately aligned through Destination Zero — our company’s commitment to sustainability and helping our customers navigate the energy transition while growing our business.

Our comprehensive environmental sustainability strategy focuses on three interconnected priority areas: decarbonization, materials and communities.

The review assessed the continued relevance and measurability of the goals in light of external environment shifts (e.g., evolving regulations, changing market dynamics and stakeholder expectations), emerging priorities and insights from our double materiality assessment and significant business developments, such as acquisitions and divestitures.

Key outcomes of the 2030 midpoint goal review include:

- We are on our way to achieving several of our goals relating to GHGs, volatile organic compounds (VOCs) emissions, water consumption and waste in our facilities and operations.

- We are making impactful changes to our metrics to further our influence, including shifting the focus on material circularity from individual parts to new products and integrating the facilities and operations waste goals to strengthen efforts in achieving zero waste growth by 2030.

- We are advancing our product decarbonization strategy by increasing focus on the areas where we can directly deliver meaningful GHG reductions and help customers decrease emissions now and in the long term.

This includes innovating lower-emissions technologies across our portfolio and focusing our efforts to reduce emissions from products in use through fuel-efficiency projects and technology upgrades.

- We are adding a new goal to address upstream GHG emissions from key suppliers through supplier engagement.

- Reduce upstream scope three GHG emissions by engaging with key suppliers while continuing to deliver on customers’ commitments.

- Achieve zero waste growth and minimize single-use plastics in our facilities and operations.

- Create lifecycle plans for new products capable of ninety percent material circularity.

Our annual submissions to CDP (formerly Carbon Disclosure Project), Task Force on Climate-Related Financial Disclosures, Global Reporting Initiative, Sustainability Accounting Standards Board and S&P Global

Corporate Sustainability Assessment are also available on our website.

Our programs are designed to remain sustainable and responsive to the market while still honoring our core values.

We have established a flexible approach to in-person collaboration that reinforces our culture and strengthens employees’ social well-being through engaging and meaningful interactions with their teams.

We ask that most employees spend at least 60 percent of their time in our facilities, with customers or with other key stakeholders to support our strategy and the communities we serve.

- Implemented employee role classifications and an in-person time policy.

The on-site with flexibility and off-site roles provide employees the ability to leverage on-site work for collaboration, problem solving and relationship building while also providing work flexibility.

You can access our Governance Documents webpage through our internet site, https://investor.cummins.com/board-esg/governance/governance-documents.

| John Gaidoo (50) | | | | | | Vice President—Chief Legal Officer (2025) | | | | | | Vice President - Senior Deputy Counsel (2023-2025) Deputy General Counsel (2021-2023) Lead Lawyer - Employment and Labor Relations (2018-2021) | | |

| Shon Wright (51) | | | | | | Vice President and President—Distribution Business (2025) | | | | | | Vice President—Cummins Engine Components (2022-2024) Vice President and President - Cummins Turbo Technologies (2017-2022) | | |

In 2001, we changed our name to Cummins Inc. We are a global power solutions leader comprised of five business segments - Engine, Components, Distribution, Power Systems and Accelera - supported by our global manufacturing and extensive service and support network, skilled workforce and vast technical expertise.

Our products range from advanced diesel, natural gas, electric and hybrid powertrains and powertrain-related components including aftertreatment, turbochargers, fuel systems, valvetrain technologies, controls systems, air handling systems, automated transmissions, axles, drivelines, brakes, suspension systems, electric power generation systems, electrified power systems with innovative components and subsystems, including battery, fuel cell and electric power technologies and hydrogen production technologies.

OPERATING SEGMENTS

Beginning in the second quarter of 2024, we realigned certain businesses within our Components segment to be consistent with how our segment leader now monitors performance.

We reorganized the businesses to combine the engine components and software and electronics businesses into the newly formed components and software business.

In addition, we rebranded our axles and brakes business as drivetrain and braking systems.

We began reporting results for these changes within our Components segment effective April 1, 2024, and reflected these changes in the historical periods presented.

The change had no impact on our consolidated results.

This includes new markets, like the growing green hydrogen market, which we serve with our leading hydrogen production technologies.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (2) Included a $28 million impairment of our joint venture with KAMAZ and $3 million of royalty charges as part of our costs associated with the indefinite suspension of our Russian operations. See NOTE 24, "RUSSIAN OPERATIONS," to our *Consolidated Financial Statements* for additional information. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

These engines are used in light-duty and medium-duty commercial trucks, pick-up trucks, buses, multipurpose and sport utility vehicles with main markets in China and Brazil.

Certain types of construction equipment and industrial applications are also served by these engine families.

In September 2023, our Accelera business signed an agreement to form a joint venture, Amplify Cell Technologies LLC, with Daimler Truck, PACCAR and EVE Energy to accelerate and localize battery cell production and the battery supply chain in the U.S., including building a 21-gigawatt hour battery production facility in Marshall County, Mississippi.

In addition, we are required to purchase 33 percent of the joint venture's output in the future or be subject to certain penalties.

Research and development expenses, net of contract reimbursements,

were $1.4 billion in 2024, $1.4 billion in 2023 and $1.2 billion in 2022.

In 2019, we introduced our current environmental sustainability strategy focused on three priority areas: addressing climate change and air emissions, using natural resources in the most sustainable way and improving communities.

Additional commitments followed including Cummins Water Works, our program for strengthening communities through sustainable water and addressing the global water crisis, and Destination Zero, our long-term product decarbonization strategy.

Key actions in 2024 included completing the planned capital spending to meet the 2030 facility reduction goals for GHG emissions, water and waste; improving GHG measurement and modeling for product emissions; and identifying technology portfolio opportunities toward progress of product GHG reduction.

This review reflected standard governance practices to ensure our metrics, scope and strategies remain aligned with evolving conditions and our long-term objectives.

Our commitment to progress remains steadfast, and we anticipate sharing any updates or adjustments to these goals in 2025.

- Partner with customers to reduce scope three GHG emissions from products in the field by 55 million metric tons.

- Create a circular lifecycle plan for every part to use less, use better, use again.

- Generate 25 percent less waste in facilities and operations as percent of revenue.

- Reuse or responsibly recycle 100 percent of packaging plastics and eliminate single-use plastics in dining facilities, employee amenities and events.

Our annual submission to the Carbon Disclosure Project (CDP) for climate and water is also available on our website.

The CDP climate submission provides information on our scenario planning for climate and other risks, as well as detailed emissions data as requested by CDP.

We also published a report in accordance with the Task Force on Climate-Related Financial Disclosures framework.

We continue to articulate our positions on key public policy issues and on a wide range of environmental issues.

We are actively engaged around the world to promote science-based climate policies by working with regulatory, industry and other stakeholders, including joining advocacy groups and testifying before legislators and regulators.

We will continue to work in partnership with others to advocate for tough, clear and enforceable regulations around the globe to address air and GHG emissions.

Our programs target the market for competitiveness and sustainability while ensuring that we honor our core values.

- Implemented remote and hybrid work environments, where possible, to give employees flexibility to work off-site.

You can access our Governance Documents webpage through our internet site, www.cummins.com, by hovering on the heading "Company" and selecting "Investor Relations" link under the "About Us" section.

Next, click on the heading "Board & ESG" and select "Governance Documents" from the drop-down menu.

| Nicole Y. Lamb-Hale (58) | | | | | | Vice President—Chief Legal Officer and Corporate Secretary (2023) | | | | | | Vice President—Chief Legal Officer (2022-2023) Vice President—General Counsel (2021-2022) Managing Director and Washington, DC City Leader—Kroll (2020-2021) Managing Director—Kroll (2016-2020) | | |

| Srikanth Padmanabhan (60) | | | | | | Executive Vice President and President—Operations (2024) | | | | | | Vice President and President—Engine Business (2016-2023) | | |

[removed: ][added: ]

For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the voting stock held by non-affiliates was approximately [removed: $38.0] [added: $45.1] billion at June 30, [removed: 2024.][added: 2025.]

As of January 31, [removed: 2025,] [added: 2026,] there were [removed: 137,481,164] [added: 138,165,463] shares outstanding of $2.50 par value common stock.

Portions of the registrant's definitive Proxy Statement for its [removed: 2025] [added: 2026] annual meeting of shareholders, which will be filed with the Securities and Exchange Commission on Schedule 14A within 120 days after the end of [removed: 2024,] [added: 2025,] will be incorporated by reference in Part III of this Form 10-K to the extent indicated therein upon such filing.

| | | | | | | | | | | | | [Cautionary Statements Regarding Forward-Looking [removed: Information](#idd784898ae5443a9a9d83c8ac2ddc4f1_13)] [added: Information](#i054ef0833f064073b22af51c0d05d489_13)] | | | | | | [removed: [3](#idd784898ae5443a9a9d83c8ac2ddc4f1_13)] [added: [3](#i054ef0833f064073b22af51c0d05d489_13)] | | |

| | | | | | | | | | | | | [Engine [removed: Segment](#idd784898ae5443a9a9d83c8ac2ddc4f1_31)] [added: Segment](#i054ef0833f064073b22af51c0d05d489_28)] | | | | | | [removed: [6](#idd784898ae5443a9a9d83c8ac2ddc4f1_31)] [added: [6](#i054ef0833f064073b22af51c0d05d489_28)] | | |

| | | | | | | | | | | | | [Components [removed: Segment](#idd784898ae5443a9a9d83c8ac2ddc4f1_28)] [added: Segment](#i054ef0833f064073b22af51c0d05d489_31)] | | | | | | [removed: [7](#idd784898ae5443a9a9d83c8ac2ddc4f1_28)] [added: [7](#i054ef0833f064073b22af51c0d05d489_31)] | | |

| | | | | | | | | | | | | [Distribution [removed: Segment](#idd784898ae5443a9a9d83c8ac2ddc4f1_34)] [added: Segment](#i054ef0833f064073b22af51c0d05d489_34)] | | | | | | [removed: [8](#idd784898ae5443a9a9d83c8ac2ddc4f1_34)] [added: [8](#i054ef0833f064073b22af51c0d05d489_34)] | | |

| | | | | | | | | | | | | [Power Systems [removed: Segment](#idd784898ae5443a9a9d83c8ac2ddc4f1_37)] [added: Segment](#i054ef0833f064073b22af51c0d05d489_37)] | | | | | | [removed: [8](#idd784898ae5443a9a9d83c8ac2ddc4f1_37)] [added: [8](#i054ef0833f064073b22af51c0d05d489_37)] | | |

| | | | | | | | | | | | | [Accelera [removed: Segment](#idd784898ae5443a9a9d83c8ac2ddc4f1_40)] [added: Segment](#i054ef0833f064073b22af51c0d05d489_40)] | | | | | | [removed: [9](#idd784898ae5443a9a9d83c8ac2ddc4f1_40)] [added: [9](#i054ef0833f064073b22af51c0d05d489_40)] | | |

| | | | | | | | | | | | | [Joint Ventures, Alliances and Non-Wholly-Owned [removed: Subsidiaries](#idd784898ae5443a9a9d83c8ac2ddc4f1_43)] [added: Subsidiaries](#i054ef0833f064073b22af51c0d05d489_43)] | | | | | | [removed: [9](#idd784898ae5443a9a9d83c8ac2ddc4f1_43)] [added: [9](#i054ef0833f064073b22af51c0d05d489_43)] | | |

| | | | | | | | | | | | | [Patents and [removed: Trademarks](#idd784898ae5443a9a9d83c8ac2ddc4f1_49)] [added: Trademarks](#i054ef0833f064073b22af51c0d05d489_49)] | | | | | | [removed: [12](#idd784898ae5443a9a9d83c8ac2ddc4f1_49)] [added: [12](#i054ef0833f064073b22af51c0d05d489_49)] | | |

| | | | | | | | | | | | | [Largest [removed: Customers](#idd784898ae5443a9a9d83c8ac2ddc4f1_55)] [added: Customers](#i054ef0833f064073b22af51c0d05d489_55)] | | | | | | [removed: [12](#idd784898ae5443a9a9d83c8ac2ddc4f1_55)] [added: [12](#i054ef0833f064073b22af51c0d05d489_55)] | | |

| | | | | | | | | | | | | [removed: [Research] [added: [Research, Development] and [removed: Development](#idd784898ae5443a9a9d83c8ac2ddc4f1_61)] [added: Engineering](#i054ef0833f064073b22af51c0d05d489_61)] | | | | | | [removed: [12](#idd784898ae5443a9a9d83c8ac2ddc4f1_61)] [added: [12](#i054ef0833f064073b22af51c0d05d489_61)] | | |

| | | | | | | | | | | | | [Environmental [removed: Sustainability](#idd784898ae5443a9a9d83c8ac2ddc4f1_64)] [added: Sustainability](#i054ef0833f064073b22af51c0d05d489_64)] | | | | | | [removed: [13](#idd784898ae5443a9a9d83c8ac2ddc4f1_64)] [added: [12](#i054ef0833f064073b22af51c0d05d489_64)] | | |

| | | | | | | | | | | | | [Environmental [removed: Compliance](#idd784898ae5443a9a9d83c8ac2ddc4f1_67)] [added: Compliance](#i054ef0833f064073b22af51c0d05d489_67)] | | | | | | [removed: [14](#idd784898ae5443a9a9d83c8ac2ddc4f1_67)] [added: [14](#i054ef0833f064073b22af51c0d05d489_67)] | | |

| | | | | | | | | | | | | [Human Capital [removed: Resources](#idd784898ae5443a9a9d83c8ac2ddc4f1_73)] [added: Resources](#i054ef0833f064073b22af51c0d05d489_73)] | | | | | | [removed: [15](#idd784898ae5443a9a9d83c8ac2ddc4f1_73)] [added: [15](#i054ef0833f064073b22af51c0d05d489_73)] | | |

| | | | | | | | | | | | | [Available [removed: Information](#idd784898ae5443a9a9d83c8ac2ddc4f1_76)] [added: Information](#i054ef0833f064073b22af51c0d05d489_76)] | | | | | | [removed: [16](#idd784898ae5443a9a9d83c8ac2ddc4f1_76)] [added: [16](#i054ef0833f064073b22af51c0d05d489_76)] | | |

| | | | | | | | | | | | | [Information About Our Executive [removed: Officers](#idd784898ae5443a9a9d83c8ac2ddc4f1_79)] [added: Officers](#i054ef0833f064073b22af51c0d05d489_79)] | | | | | | [removed: [17](#idd784898ae5443a9a9d83c8ac2ddc4f1_79)] [added: [17](#i054ef0833f064073b22af51c0d05d489_79)] | | |

| | | | | | | [removed: [1A](#idd784898ae5443a9a9d83c8ac2ddc4f1_82)] [added: [1A](#i054ef0833f064073b22af51c0d05d489_82)] | | | | | | [Risk [removed: Factors](#idd784898ae5443a9a9d83c8ac2ddc4f1_82)] [added: Factors](#i054ef0833f064073b22af51c0d05d489_82)] | | | | | | [removed: [18](#idd784898ae5443a9a9d83c8ac2ddc4f1_82)] [added: [18](#i054ef0833f064073b22af51c0d05d489_82)] | | |

| | | | | | | [removed: [1B](#idd784898ae5443a9a9d83c8ac2ddc4f1_85)] [added: [1B](#i054ef0833f064073b22af51c0d05d489_85)] | | | | | | [Unresolved Staff [removed: Comments](#idd784898ae5443a9a9d83c8ac2ddc4f1_85)] [added: Comments](#i054ef0833f064073b22af51c0d05d489_85)] | | | | | | [removed: [26](#idd784898ae5443a9a9d83c8ac2ddc4f1_85)] [added: [27](#i054ef0833f064073b22af51c0d05d489_85)] | | |

| | | | | | | [removed: [3](#idd784898ae5443a9a9d83c8ac2ddc4f1_94)] [added: [3](#i054ef0833f064073b22af51c0d05d489_94)] | | | | | | [Legal [removed: Proceedings](#idd784898ae5443a9a9d83c8ac2ddc4f1_94)] [added: Proceedings](#i054ef0833f064073b22af51c0d05d489_94)] | | | | | | [removed: [29](#idd784898ae5443a9a9d83c8ac2ddc4f1_94)] [added: [30](#i054ef0833f064073b22af51c0d05d489_94)] | | |

| | | | | | | [removed: [4](#idd784898ae5443a9a9d83c8ac2ddc4f1_97)] [added: [4](#i054ef0833f064073b22af51c0d05d489_97)] | | | | | | [Mine Safety [removed: Disclosures](#idd784898ae5443a9a9d83c8ac2ddc4f1_97)] [added: Disclosures](#i054ef0833f064073b22af51c0d05d489_97)] | | | | | | [removed: [29](#idd784898ae5443a9a9d83c8ac2ddc4f1_97)] [added: [30](#i054ef0833f064073b22af51c0d05d489_97)] | | |

| [removed: [II](#idd784898ae5443a9a9d83c8ac2ddc4f1_100)] [added: [II](#i054ef0833f064073b22af51c0d05d489_100)] | | | | | | [removed: [5](#idd784898ae5443a9a9d83c8ac2ddc4f1_103)] [added: [5](#i054ef0833f064073b22af51c0d05d489_103)] | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#idd784898ae5443a9a9d83c8ac2ddc4f1_103)] [added: Securities](#i054ef0833f064073b22af51c0d05d489_103)] | | | | | | [removed: [29](#idd784898ae5443a9a9d83c8ac2ddc4f1_103)] [added: [30](#i054ef0833f064073b22af51c0d05d489_103)] | | |

| | | | | | | [removed: [6](#idd784898ae5443a9a9d83c8ac2ddc4f1_109)] [added: [6](#i054ef0833f064073b22af51c0d05d489_109)] | | | | | | [removed: [\[Reserved\]](#idd784898ae5443a9a9d83c8ac2ddc4f1_109)] [added: [\[Reserved\]](#i054ef0833f064073b22af51c0d05d489_109)] | | | | | | [removed: [31](#idd784898ae5443a9a9d83c8ac2ddc4f1_109)] [added: [32](#i054ef0833f064073b22af51c0d05d489_109)] | | |

| | | | | | | [removed: [7](#idd784898ae5443a9a9d83c8ac2ddc4f1_112)] [added: [7](#i054ef0833f064073b22af51c0d05d489_112)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idd784898ae5443a9a9d83c8ac2ddc4f1_112)] [added: Operations](#i054ef0833f064073b22af51c0d05d489_112)] | | | | | | [removed: [32](#idd784898ae5443a9a9d83c8ac2ddc4f1_112)] [added: [33](#i054ef0833f064073b22af51c0d05d489_112)] | | |

| | | | | | | [removed: [7A](#idd784898ae5443a9a9d83c8ac2ddc4f1_172)] [added: [7A](#i054ef0833f064073b22af51c0d05d489_178)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#idd784898ae5443a9a9d83c8ac2ddc4f1_172)] [added: Risk](#i054ef0833f064073b22af51c0d05d489_178)] | | | | | | [removed: [55](#idd784898ae5443a9a9d83c8ac2ddc4f1_172)] [added: [57](#i054ef0833f064073b22af51c0d05d489_178)] | | |

| | | | | | | [removed: [8](#idd784898ae5443a9a9d83c8ac2ddc4f1_178)] [added: [8](#i054ef0833f064073b22af51c0d05d489_184)] | | | | | | [Financial Statements and Supplementary [removed: Data](#idd784898ae5443a9a9d83c8ac2ddc4f1_178)] [added: Data](#i054ef0833f064073b22af51c0d05d489_184)] | | | | | | [removed: [58](#idd784898ae5443a9a9d83c8ac2ddc4f1_178)] [added: [59](#i054ef0833f064073b22af51c0d05d489_184)] | | |

| | | | | | | | | | | | | [Index to Financial [removed: Statements](#idd784898ae5443a9a9d83c8ac2ddc4f1_181)] [added: Statements](#i054ef0833f064073b22af51c0d05d489_187)] | | | | | | [removed: [58](#idd784898ae5443a9a9d83c8ac2ddc4f1_181)] [added: [59](#i054ef0833f064073b22af51c0d05d489_187)] | | |

| | | | | | | [removed: [9](#idd784898ae5443a9a9d83c8ac2ddc4f1_361)] [added: [9](#i054ef0833f064073b22af51c0d05d489_376)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idd784898ae5443a9a9d83c8ac2ddc4f1_361)] [added: Disclosure](#i054ef0833f064073b22af51c0d05d489_376)] | | | | | | [removed: [121](#idd784898ae5443a9a9d83c8ac2ddc4f1_361)] [added: [118](#i054ef0833f064073b22af51c0d05d489_376)] | | |

| | | | | | | [removed: [9C](#idd784898ae5443a9a9d83c8ac2ddc4f1_370)] [added: [9C](#i054ef0833f064073b22af51c0d05d489_385)] | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#idd784898ae5443a9a9d83c8ac2ddc4f1_370)] [added: Inspections](#i054ef0833f064073b22af51c0d05d489_385)] | | | | | | [removed: [122](#idd784898ae5443a9a9d83c8ac2ddc4f1_370)] [added: [119](#i054ef0833f064073b22af51c0d05d489_385)] | | |

| [removed: [III](#idd784898ae5443a9a9d83c8ac2ddc4f1_373)] [added: [III](#i054ef0833f064073b22af51c0d05d489_388)] | | | | | | [removed: [10](#idd784898ae5443a9a9d83c8ac2ddc4f1_376)] [added: [10](#i054ef0833f064073b22af51c0d05d489_391)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#idd784898ae5443a9a9d83c8ac2ddc4f1_376)] [added: Governance](#i054ef0833f064073b22af51c0d05d489_391)] | | | | | | [removed: [123](#idd784898ae5443a9a9d83c8ac2ddc4f1_376)] [added: [120](#i054ef0833f064073b22af51c0d05d489_391)] | | |

| | | | | | | [removed: [12](#idd784898ae5443a9a9d83c8ac2ddc4f1_382)] [added: [12](#i054ef0833f064073b22af51c0d05d489_397)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#idd784898ae5443a9a9d83c8ac2ddc4f1_382)] [added: Matters](#i054ef0833f064073b22af51c0d05d489_397)] | | | | | | [removed: [123](#idd784898ae5443a9a9d83c8ac2ddc4f1_382)] [added: [120](#i054ef0833f064073b22af51c0d05d489_397)] | | |

| | | | | | | [removed: [13](#idd784898ae5443a9a9d83c8ac2ddc4f1_385)] [added: [13](#i054ef0833f064073b22af51c0d05d489_400)] | | | | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#idd784898ae5443a9a9d83c8ac2ddc4f1_385)] [added: Independence](#i054ef0833f064073b22af51c0d05d489_400)] | | | | | | [removed: [123](#idd784898ae5443a9a9d83c8ac2ddc4f1_385)] [added: [120](#i054ef0833f064073b22af51c0d05d489_400)] | | |

| | | | | | | [removed: [14](#idd784898ae5443a9a9d83c8ac2ddc4f1_388)] [added: [14](#i054ef0833f064073b22af51c0d05d489_403)] | | | | | | [Principal Accounting Fees and [removed: Services](#idd784898ae5443a9a9d83c8ac2ddc4f1_388)] [added: Services](#i054ef0833f064073b22af51c0d05d489_403)] | | | | | | [removed: [123](#idd784898ae5443a9a9d83c8ac2ddc4f1_388)] [added: [120](#i054ef0833f064073b22af51c0d05d489_403)] | | |

- the development of new technologies that reduce demand for our current products and [removed: services;][added: services or not successfully developing new technologies and products to effectively address the energy transition;]

- the use of artificial intelligence [added: (AI)] in our business and in our [removed: products] [added: products, services] and [added: features, and] challenges with properly managing its use;

- political, economic and other risks from operations [removed: in] [added: among, between and within] numerous countries including political, economic and social uncertainty and the evolving globalization of our business;

| [I](#i054ef0833f064073b22af51c0d05d489_16) | | | | | | [1](#i054ef0833f064073b22af51c0d05d489_19) | | | | | | [Business](#i054ef0833f064073b22af51c0d05d489_19) | | | | | | [5](#i054ef0833f064073b22af51c0d05d489_16) | | |

| | | | | | | | | | | | | [Overview](#i054ef0833f064073b22af51c0d05d489_22) | | | | | | [5](#i054ef0833f064073b22af51c0d05d489_22) | | |

| | | | | | | | | | | | | [Reportable Segments](#i054ef0833f064073b22af51c0d05d489_25) | | | | | | [5](#i054ef0833f064073b22af51c0d05d489_25) | | |

| | | | | | | | | | | | | [Supply](#i054ef0833f064073b22af51c0d05d489_46) | | | | | | [11](#i054ef0833f064073b22af51c0d05d489_46) | | |

| | | | | | | | | | | | | [Seasonality](#i054ef0833f064073b22af51c0d05d489_52) | | | | | | [12](#i054ef0833f064073b22af51c0d05d489_52) | | |

| | | | | | | | | | | | | [Backlog](#i054ef0833f064073b22af51c0d05d489_58) | | | | | | [12](#i054ef0833f064073b22af51c0d05d489_58) | | |

| | | | | | | [1C](#i054ef0833f064073b22af51c0d05d489_88) | | | | | | [Cybersecurity](#i054ef0833f064073b22af51c0d05d489_88) | | | | | | [27](#i054ef0833f064073b22af51c0d05d489_88) | | |

| | | | | | | [2](#i054ef0833f064073b22af51c0d05d489_91) | | | | | | [Properties](#i054ef0833f064073b22af51c0d05d489_91) | | | | | | [29](#i054ef0833f064073b22af51c0d05d489_91) | | |

| | | | | | | [9A](#i054ef0833f064073b22af51c0d05d489_379) | | | | | | [Controls and Procedures](#i054ef0833f064073b22af51c0d05d489_379) | | | | | | [119](#i054ef0833f064073b22af51c0d05d489_379) | | |

| | | | | | | [9B](#i054ef0833f064073b22af51c0d05d489_382) | | | | | | [Other Information](#i054ef0833f064073b22af51c0d05d489_382) | | | | | | [119](#i054ef0833f064073b22af51c0d05d489_382) | | |

| | | | | | | [11](#i054ef0833f064073b22af51c0d05d489_394) | | | | | | [Executive Compensation](#i054ef0833f064073b22af51c0d05d489_394) | | | | | | [120](#i054ef0833f064073b22af51c0d05d489_394) | | |

| [IV](#i054ef0833f064073b22af51c0d05d489_406) | | | | | | [15](#i054ef0833f064073b22af51c0d05d489_409) | | | | | | [Exhibits and Financial Statement Schedules](#i054ef0833f064073b22af51c0d05d489_409) | | | | | | [121](#i054ef0833f064073b22af51c0d05d489_409) | | |

| | | | | | | [16](#i054ef0833f064073b22af51c0d05d489_412) | | | | | | [Form 10-K Summary](#i054ef0833f064073b22af51c0d05d489_412) | | | | | | [123](#i054ef0833f064073b22af51c0d05d489_412) | | |

| | | | | | | | | | | | | [Signatures](#i054ef0833f064073b22af51c0d05d489_415) | | | | | | [124](#i054ef0833f064073b22af51c0d05d489_415) | | |

- any adverse consequences resulting from entering into agreements with the U.S. Environmental Protection Agency (EPA), California Air Resources Board (CARB), the Environmental and Natural Resources Division of the U.S. Department of Justice (DOJ) and the California Attorney General's Office to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S., which became final and effective in April 2024, (collectively, the Settlement Agreements), including required additional mitigation projects, adverse reputational impacts and potential resulting legal actions;

- any adverse consequences from changes in tariffs and other trade disruptions;

- emissions deregulation;

| [I](#idd784898ae5443a9a9d83c8ac2ddc4f1_16) | | | | | | [1](#idd784898ae5443a9a9d83c8ac2ddc4f1_19) | | | | | | [Business](#idd784898ae5443a9a9d83c8ac2ddc4f1_19) | | | | | | [5](#idd784898ae5443a9a9d83c8ac2ddc4f1_16) | | |

| | | | | | | | | | | | | [Overview](#idd784898ae5443a9a9d83c8ac2ddc4f1_22) | | | | | | [5](#idd784898ae5443a9a9d83c8ac2ddc4f1_22) | | |

| | | | | | | | | | | | | [Operating Segments](#idd784898ae5443a9a9d83c8ac2ddc4f1_25) | | | | | | [5](#idd784898ae5443a9a9d83c8ac2ddc4f1_25) | | |

| | | | | | | | | | | | | [Supply](#idd784898ae5443a9a9d83c8ac2ddc4f1_46) | | | | | | [11](#idd784898ae5443a9a9d83c8ac2ddc4f1_46) | | |

| | | | | | | | | | | | | [Seasonality](#idd784898ae5443a9a9d83c8ac2ddc4f1_52) | | | | | | [12](#idd784898ae5443a9a9d83c8ac2ddc4f1_52) | | |

| | | | | | | | | | | | | [Backlog](#idd784898ae5443a9a9d83c8ac2ddc4f1_58) | | | | | | [12](#idd784898ae5443a9a9d83c8ac2ddc4f1_58) | | |

| | | | | | | [1C](#idd784898ae5443a9a9d83c8ac2ddc4f1_88) | | | | | | [Cybersecurity](#idd784898ae5443a9a9d83c8ac2ddc4f1_88) | | | | | | [26](#idd784898ae5443a9a9d83c8ac2ddc4f1_88) | | |

| | | | | | | [2](#idd784898ae5443a9a9d83c8ac2ddc4f1_91) | | | | | | [Properties](#idd784898ae5443a9a9d83c8ac2ddc4f1_91) | | | | | | [28](#idd784898ae5443a9a9d83c8ac2ddc4f1_91) | | |

| | | | | | | [9A](#idd784898ae5443a9a9d83c8ac2ddc4f1_364) | | | | | | [Controls and Procedures](#idd784898ae5443a9a9d83c8ac2ddc4f1_364) | | | | | | [122](#idd784898ae5443a9a9d83c8ac2ddc4f1_364) | | |

| | | | | | | [9B](#idd784898ae5443a9a9d83c8ac2ddc4f1_367) | | | | | | [Other Information](#idd784898ae5443a9a9d83c8ac2ddc4f1_367) | | | | | | [122](#idd784898ae5443a9a9d83c8ac2ddc4f1_367) | | |

| | | | | | | [11](#idd784898ae5443a9a9d83c8ac2ddc4f1_379) | | | | | | [Executive Compensation](#idd784898ae5443a9a9d83c8ac2ddc4f1_379) | | | | | | [123](#idd784898ae5443a9a9d83c8ac2ddc4f1_379) | | |

| [IV](#idd784898ae5443a9a9d83c8ac2ddc4f1_391) | | | | | | [15](#idd784898ae5443a9a9d83c8ac2ddc4f1_394) | | | | | | [Exhibits and Financial Statement Schedules](#idd784898ae5443a9a9d83c8ac2ddc4f1_394) | | | | | | [124](#idd784898ae5443a9a9d83c8ac2ddc4f1_394) | | |

| | | | | | | [16](#idd784898ae5443a9a9d83c8ac2ddc4f1_397) | | | | | | [Form 10-K Summary](#idd784898ae5443a9a9d83c8ac2ddc4f1_397) | | | | | | [126](#idd784898ae5443a9a9d83c8ac2ddc4f1_397) | | |

| | | | | | | | | | | | | [Signatures](#idd784898ae5443a9a9d83c8ac2ddc4f1_400) | | | | | | [127](#idd784898ae5443a9a9d83c8ac2ddc4f1_400) | | |

- any adverse consequences resulting from entering into the Settlement Agreements, including required additional mitigation projects, adverse reputational impacts and potential resulting legal actions;

[removed: To date,] [added: The] risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and are not reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

These leaders provide regular [removed: updates] [added: updates, at least quarterly,] to the Audit Committee of the Board on cybersecurity risks.

The Product Cybersecurity function, which is responsible for the administration of our product cybersecurity program, is led by the Principal Engineer – Product Cybersecurity, who [added: is a Cybersecurity Certified Automotive Engineer (CSCAE) and] has more than [removed: 35 years of embedded electronic systems design experience.][added: 40]

These leaders provide regular updates to the SET Committee of the Board on [removed: product related] [added: product-related] cybersecurity risks.

Through these updates, the SET Committee receives a report discussing [removed: product level] [added: product-level] vulnerability management, [removed: product level] [added: product-level] incident management and the status of relevant product cybersecurity activities.

Our risk-based cybersecurity program is designed to protect, [removed: detect,] [added: detect] and respond to cybersecurity threats and incidents.

This program, developed alongside the National Institute of Standards and Technology Cybersecurity Framework, aims to protect the confidentiality, [removed: integrity,] [added: integrity] and availability of our IT assets and the data stored thereon.

To date, we have not experienced a cybersecurity incident that has materially impacted our business.

years of embedded electronic systems design experience.

| | | | | | | North Carolina: [removed: Asheville,] [added: Fletcher,] Forest City | | | | | | China: [removed: Shanghai,] Tianjin | | |

| | | | | | | Colorado: Henderson | | | | | | Canada: Fort [removed: McMurray AB] [added: McMurray, Sparwood] | | |

| | | | | | | Utah: West Valley City | | | | | | [removed: U.K.: Wellingborough] [added: South Africa: Johannesburg] | | |

| | | | | | | Indiana: Columbus, [removed: Indianapolis] [added: Indianapolis, Whiteland] | | | | | | Brazil: Guarulhos | | |

| | | | | | | [removed: Kentucky: Walton] [added: Nevada: Las Vegas] | | | | | | China: Beijing, Shanghai, Wuhan | | |

| | | | | | | [removed: Oregon: Portland] [added: Pennsylvania: Harrisburg] | | | | | | Mexico: [removed: Juarez,] San Luis Potosi | | |

| | | | | | | [removed: Pennsylvania: Harrisburg] [added: Tennessee: Memphis] | | | | | | Singapore: Pandan Avenue | | |

| | | | | | | | | | | | | U.K.: Wellingborough | | |

| | | | | | | Oregon: Portland | | | | | | India: Phaltan, Pithampur | | |

| | | | | | | | | | | | | U.K.: Daventry | | |

| | | | | | | | | | | | | | | |

| | | | | | | North Carolina: Enfield | | | | | | India: Phaltan, Pithampur, Pune | | |

| | | | | | | South Carolina: Charleston | | | | | | U.K.: Darlington, Daventry | | |

| | | | | | | Tennessee: Memphis | | | | | | | | |

| | | | | | | Texas: Dallas | | | | | | | | |

At December 31, [removed: 2024,] [added: 2025,] there were [removed: 2,253] [added: 2,136] holders of record of Cummins Inc.'s $2.50 par value common stock.

During the three months ended December 31, [removed: 2024,] [added: 2025,] we did not make any repurchases of common stock.

The dollar value remaining available for future purchases under the 2019 program at December 31, [removed: 2024,] [added: 2025,] was $218 [removed: million.][added: million, leaving a total of $2.2 billion available under all plans.]

Our peer group includes [added: AB Volvo,] BorgWarner Inc., Caterpillar, Inc., Daimler Truck Holding AG, Dana Inc., Deere & Company, Eaton Corporation, Emerson Electric Co., Honeywell International, Illinois Tool Works Inc., PACCAR, Parker-Hannifin [removed: Corporation,] [added: Corporation and] Textron Inc. [added: Daimler Truck Holding AG is excluded from the peer index in the following graph due to the corporate split] and [removed: Volvo AB.][added: public filing in December 2021.]

[removed: ][added: ]

ASSUMES $100 INVESTED ON DECEMBER 31, [removed: 2019][added: 2020]

FISCAL YEAR ENDING DECEMBER 31, [removed: 2024][added: 2025]

In 2024, we re-evaluated our peer group that the Board benchmarks against and chose to remove companies that we no longer believe participate in similar end-markets or are strongly aligned with our businesses.

We removed W.W. Grainger since they are primarily U.S. focused and Fortive Corporation due to a spin-off transaction that shrank the size of their business.

Daimler Truck Holding AG is excluded from the peer index in the following graph due to the corporate split and public filing in December 2021.

- Consolidated Statements of Net Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

- Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

- Consolidated Statements of Changes in Redeemable Noncontrolling Interests and Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

[removed: | NOTE | | | | | | 21 | | | | | | ATMUS INITIAL PUBLIC OFFERING (IPO) AND DIVESTITURE | | |][added: Initial Public Offering (IPO)]

| NOTE | | | | | | 22 | | | | | | ACCELERA [removed: STRATEGIC REORGANIZATION] ACTIONS | | |

| NOTE | | | | | | [removed: 25] [added: 24] | | | | | | [removed: OPERATING] [added: REPORTABLE] SEGMENTS | | |

Management assessed the effectiveness of our internal control over financial reporting and concluded it was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

We have audited the accompanying consolidated balance sheets of Cummins Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of net income, comprehensive income, changes in redeemable noncontrolling interests and equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: *Goodwill] [added: *Annual Goodwill] Impairment Test [removed: as of the End of the Fiscal Third Quarter] – Drivetrain and Braking Systems Reporting Unit*

As described in Notes 1 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $2,370] [added: $2,224] million as of December 31, [removed: 2024,] [added: 2025,] of which [removed: 31] [added: 34] percent relates to the drivetrain and braking systems reporting unit.

The principal considerations for our determination that performing procedures relating to the [added: annual] goodwill impairment test [removed: as of the end of the fiscal third quarter] for the drivetrain and braking systems reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projections of revenue and gross margin; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

[removed: /s/PricewaterhouseCoopers] [added: /s/ PricewaterhouseCoopers] LLP

| | | | | | | [added: | | |] Years ended December 31, | | | | | | | | | | | | [removed: | | |]

| In millions, except per share amounts | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| NET SALES (Notes 1 and 2) | | | | | | $ | [removed: 34,102] [added: 33,670] | | | | | $ | [removed: 34,065] [added: 34,102] | | | | | $ | [removed: 28,074] [added: 34,065] | |

| Cost of sales | | | | | | [removed: 25,663] [added: 25,154] | | | | | | [removed: 25,816] [added: 25,663] | | | | | | [removed: 21,355] [added: 25,816] | | |

| GROSS MARGIN | | | | | | [removed: 8,439] [added: 8,516] | | | | | | [removed: 8,249] [added: 8,439] | | | | | | [removed: 6,719] [added: 8,249] | | |

| Selling, general and administrative expenses | | | | | | [removed: 3,275] [added: 3,125] | | | | | | [removed: 3,333] [added: 3,275] | | | | | | [removed: 2,687] [added: 3,333] | | |

| Research, development and engineering expenses | | | | | | [removed: 1,463] [added: 1,396] | | | | | | [removed: 1,500] [added: 1,463] | | | | | | [removed: 1,278] [added: 1,500] | | |

| Equity, royalty and interest income from investees (Note 3) | | | | | | [removed: 395] [added: 469] | | | | | | [removed: 483] [added: 395] | | | | | | [removed: 349] [added: 483] | | |

| Other operating expense, net | | | | | | [removed: 346] [added: 439] | | | | | | [removed: 2,138] [added: 346] | | | | | | [removed: 174] [added: 2,138] | | |

| OPERATING INCOME | | | | | | [removed: 3,750] [added: 4,025] | | | | | | [removed: 1,761] [added: 3,750] | | | | | | [removed: 2,929] [added: 1,761] | | |

| Interest expense | | | | | | [removed: 370] [added: 329] | | | | | | [removed: 375] [added: 370] | | | | | | [removed: 199] [added: 375] | | |

| Other income, net (Note 21) | | | | | | [removed: 1,523] [added: 267] | | | | | | [removed: 240] [added: 1,523] | | | | | | [removed: 89] [added: 240] | | |

| INCOME BEFORE INCOME TAXES | | | | | | [removed: 4,903] [added: 3,963] | | | | | | [removed: 1,626] [added: 4,903] | | | | | | [removed: 2,819] [added: 1,626] | | |

| Income tax expense (Note 4) | | | | | | [removed: 835] [added: 1,006] | | | | | | [removed: 786] [added: 835] | | | | | | [removed: 636] [added: 786] | | |

| CONSOLIDATED NET INCOME | | | | | | [removed: 4,068] [added: 2,957] | | | | | | [removed: 840] [added: 4,068] | | | | | | [removed: 2,183] [added: 840] | | |

| Less: Net income attributable to noncontrolling interests | | | | | | [removed: 122] [added: 114] | | | | | | [removed: 105] [added: 122] | | | | | | [removed: 32] [added: 105] | | |

| NET INCOME ATTRIBUTABLE TO CUMMINS INC. | | | | | | $ | [removed: 3,946] [added: 2,843] | | | | | $ | [removed: 735] [added: 3,946] | | | | | $ | [removed: 2,151] [added: 735] | |

| Basic | | | | | | $ | [removed: 28.55] [added: 20.62] | | | | | $ | [removed: 5.19] [added: 28.55] | | | | | $ | [removed: 15.20] [added: 5.19] | |

| Diluted | | | | | | $ | [removed: 28.37] [added: 20.50] | | | | | $ | [removed: 5.15] [added: 28.37] | | | | | $ | [removed: 15.12] [added: 5.15] | |

| In millions | | | | | | [removed: 2024] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| CONSOLIDATED NET INCOME | | | | | | $ | [removed: 4,068] [added: 2,957] | | | | | $ | [removed: 840] [added: 4,068] | | | | | $ | [removed: 2,183] [added: 840] | |

| Change in pension and other postretirement defined benefit plans | | | | | | [removed: 5] [added: (69)] | | | | | | [removed: (421)] [added: 5] | | | | | | [removed: (81)] [added: (421)] | | |

| NOTE | | | | | | 21 | | | | | | ATMUS DIVESTITURE | | |

Management performs the annual goodwill impairment test as of October 31, or on an interim basis in certain circumstances where impairment may be indicated.

February 10, 2026

| Net income | | | | | | | | | | | | | | | | | | | | | | | | 2,843 | | | | | | | | | | | | | | | | | | | | | | | | 2,843 | | | | | | 114 | | | | | | 2,957 | | |

| BALANCE AT DECEMBER 31, 2025 | | | | | | $ | — | | | | | $ | 556 | | | | | $ | 2,117 | | | | | $ | 22,616 | | | | | $ | (10,662) | | | | | | | | | | | $ | (2,278) | | | | | $ | 12,349 | | | | | $ | 1,059 | | | | | $ | 13,408 | |

In 2001, we changed our name to Cummins Inc. We are a global power leader committed to powering a more prosperous world.

Since 1919, we have delivered innovative solutions that move people, goods and economies forward.

Our five reportable segments - Engine, Components, Distribution, Power Systems and Accelera - offer a broad portfolio, including advanced diesel, electric and hybrid powertrains; integrated power generation systems; critical components such as aftertreatment, turbochargers, fuel systems, controls, transmissions, axles and brakes; and zero emissions technologies like battery and electric powertrain systems.

With a global footprint, deep technical expertise and an extensive service network, we deliver dependable, cutting-edge solutions tailored to our customers' needs, supporting them through the energy transition with our Destination Zero strategy.

We impaired $47 million and $61 million of property, plant and equipment in our Accelera segment in 2025 and 2024, respectively.

The quantitative impairment test is only required if an entity

We perform the annual goodwill impairment assessment as of October 31 each year.

During the third quarter of 2025, in our Accelera segment, we observed the rapidly deteriorating conditions in our electrolyzer markets and overall hydrogen markets, along with significant uncertainty in the alternative power markets resulting from reductions in government incentives.

As a result, we determined that a triggering event occurred for our electrolyzer reporting unit, warranting an interim impairment test of goodwill resulting in a charge of $210 million.

As a result of the uncertainty surrounding the nature and frequency of

Our engines are subject to extensive statutory and regulatory requirements governing emissions, including greenhouse gas (GHG) standards set by the EPA and fuel consumption standards set by the National Highway Traffic Safety Administration (NHTSA).

To comply with these regulations, we utilize banking and trading of regulatory compliance credits.

In June 2025, NHTSA published an interpretive rule questioning the current regulatory framework of allowing credits as a compliance vehicle.

In July 2025, the EPA published a proposed rule that would repeal GHG emissions standards and thus remove the requirement for vehicle and engine manufacturers to measure, control and report these emissions from vehicles.

If both regulatory agencies finalize their indicated proposals, we will no longer utilize emission compliance credits on future engines sales and the credits would have minimal, if any, value to us.

While the rules will likely be subject to legal challenges, in the period the rule is finalized, we could be required to incur a non-cash expense up to the value of our existing credits.

| In millions | | | | | | 2025 | | | | | | 2024 | | |

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)”, to modernize the accounting guidance for costs to develop software for internal use.

The new guidance amends the existing standard to remove references to various stages of a software development project to better align with current software development methods such as agile programming.

The types of costs required to be capitalized has not significantly changed.

In addition, the new standard requires the capitalization of costs when (1) management has authorized and committed to funding the project and (2) it is probable that the project will be completed and the software will be used to perform its intended function.

The new standard is effective for us beginning January 1, 2028, with early adoption permitted.

In December 2025, the FASB issued ASU 2025-10, “Accounting for Government Grants Received by Business Entities (Topic 832)”, which establishes accounting requirements for grants received by a business entity.

A government grant is defined as a transfer of a monetary asset or a tangible non-monetary asset, other than in an exchange transaction.

The scope does not include income taxes or guarantees.

The amendments are effective for us beginning January 1, 2029.

Early adoption is permitted.

The ASU may be adopted prospectively or retrospectively.

As the standard is largely consistent with our current policy on accounting for government grants (disclosed earlier in this note), we do not expect implementation of the new standard to have a material impact on our *Consolidated Financial Statements*.

| In millions | | | | | | 2025 | | | | | | 2024 | | | | | | | | |

| Total sales | | | | | | $ | 12,386 | | | | | $ | 11,352 | | | | | $ | 10,199 | |

Effective December 31, 2025, we adopted ASU 2023-09 on a prospective basis.

See NOTE 1, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,” for additional details on the adoption of this standard.

The tables below provide the prospective disclosures required by ASU 2023-09.

| U.S. federal | | | | | | $ | 130 | | | | | | | | | | | | | |

| NOTE | | | | | | 24 | | | | | | RUSSIAN OPERATIONS | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Effective October 31, 2024, management changed the annual goodwill impairment testing date for all reporting units from the last day of the fiscal third quarter to October 31.

To ensure that no lapse greater than twelve months occurred, management performed an impairment test as of the end of the fiscal third quarter.

February 11, 2025

| Russian suspension costs, net of recoveries (Note 24) | | | | | | — | | | | | | — | | | | | | 111 | | |

| Repurchases of common stock (Note 15) | | | | | | — | | | | | | — | | | | | | (374) | | |

| BALANCE AT DECEMBER 31, 2021 | | | | | | $ | 366 | | | | | $ | 556 | | | | | $ | 1,543 | | | | | $ | 16,741 | | | | | $ | (9,123) | | | | | | | | | | | $ | (1,571) | | | | | $ | 8,146 | | | | | $ | 889 | | | | | $ | 9,035 | |

| Net income | | | | | | (24) | | | | | | | | | | | | | | | | | | 2,151 | | | | | | | | | | | | | | | | | | | | | | | | 2,151 | | | | | | 56 | | | | | | 2,207 | | |

| Repurchases of common stock (Note 15) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (374) | | | | | | | | | | | | | | | | | | (374) | | | | | | — | | | | | | (374) | | |

| Acquisition of business (Note 23) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 111 | | | | | | 111 | | |

| Fair value adjustment of redeemable noncontrolling interests | | | | | | (104) | | | | | | | | | | | | 104 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 104 | | | | | | — | | | | | | 104 | | |

In 2001, we changed our name to Cummins Inc. We are a global power solutions leader comprised of five business segments - Engine, Components, Distribution, Power Systems and Accelera - supported by our global manufacturing and extensive service and support network, skilled workforce and vast technical expertise.

Meritor Acquisition

On August 3, 2022, we completed the acquisition of Meritor with a purchase price of $2.9 billion (including debt repaid concurrent with the acquisition).

Our consolidated results and segment results include Meritor's activity since the date of acquisition.

Meritor was split into the newly formed drivetrain and braking systems business and electric powertrain.

The results for the drivetrain and braking systems are included in our Components segment while the electric powertrain portion is included in our Accelera segment.

Our performance obligations vary by contract, but may include advanced diesel, natural gas, electric and hybrid powertrains and powertrain-related components including aftertreatment, turbochargers, fuel systems, valvetrain technologies, controls systems, air handling systems, automated transmissions, axles, drivelines, brakes, suspension systems, electric power generation systems, electrified power systems with innovative components and subsystems including battery, fuel cell, electric power technologies and parts, hydrogen production technologies, construction related projects, maintenance services, commissioning and installation services and extended warranty coverage.

carrying value.

However, there are two situations where we have aggregated two or more reporting units which share similar economic characteristics and thus are aggregated into a single reporting unit for testing purposes.

These two situations are described further below:

- Within our Accelera segment, our fuel cell and electrolyzer businesses were aggregated into a single reporting unit and

Effective October 31, 2024, we changed our annual goodwill impairment testing date for all reporting units from the last day of our fiscal third quarter to October 31 to better align with the timing of our annual long-term planning process.

Accordingly, management determined that the change in accounting principle is preferable.

This change was applied prospectively from October 31, 2024.

We determined that it is impracticable to objectively ascertain projected cash flows and related valuation estimates that would have been used as of each October 31 of prior reporting periods without the use of hindsight.

This change was not material to our *Consolidated Financial Statements* as it did not delay, accelerate or avoid any potential goodwill impairment charges.

To ensure that no lapse greater than twelve months occurred, we performed an impairment test, for all reporting units, as of the end of our 2024 fiscal third quarter and noted no impairment.

expected costs when actual costs differ.

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," to enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280.

The standard did not change the definition of a segment, the method for determining segments or the criteria for aggregating operating segments into reportable segments.

The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Retrospective adoption is required for all prior periods presented in the financial statements.

The new rules are effective for annual periods beginning after December 15, 2024.

Net sales attributed to geographic areas were based on the location of the customer.

Beginning in the second quarter of 2024, we realigned certain businesses within our Components segment to be consistent with how our segment leader now monitors performance.

We reorganized the businesses to combine the engine components and software and electronics businesses into the newly formed components and software business.

In addition, we rebranded our axles and brakes business as drivetrain and braking systems.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2024,] [added: 2025,] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(b) During the fourth quarter of [removed: 2024,] [added: 2025,] none of our directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).

The information required by Item 10 is incorporated by reference to the relevant information under the captions [removed: "Corporate Governance"] [added: “Corporate Governance”] and [removed: "Election] [added: “Election] of [removed: Directors"] [added: Directors”] in our [removed: 2025] [added: 2026] Proxy Statement, which will be filed within 120 days after the end of [removed: 2024.][added: 2025.]

Information regarding our executive officers may be found in Part [removed: 1] [added: I] of this annual report under the caption [removed: "Information] [added: “Information] About Our Executive [removed: Officers."] [added: Officers.”] Except as otherwise specifically incorporated by reference, our Proxy Statement is not deemed to be filed as part of this annual report.

The information required by Item 11 is incorporated by reference to the relevant information under the caption [removed: "Executive Compensation"] [added: “Executive Compensation”] in our [removed: 2025] [added: 2026] Proxy Statement, which will be filed within 120 days after the end of [removed: 2024.][added: 2025.]

Information concerning our equity compensation plans at December 31, [removed: 2024,] [added: 2025,] was as follows:

| (1) The number is comprised of [removed: 814,341] [added: 395,727] stock options, [removed: 472,472] [added: 407,557] performance shares and [removed: 405,117] [added: 420,936] restricted shares. See Note 18, [removed: "STOCK] [added: “STOCK] INCENTIVE AND STOCK OPTION [removed: PLANS,"] [added: PLANS,”] to [removed: the] [added: our] *Consolidated Financial Statements* for a description of how options and shares are awarded. | | | | | | | | | | | | | | | | | | | | |

| (2) The weighted-average exercise price relates only to the [removed: 814,341] [added: 395,727] stock options. Performance and restricted shares do not have an exercise price and, therefore, are not included in this calculation. | | | | | | | | | | | | | | | | | | | | |

The remaining information required by Item 12 is incorporated by reference to the relevant information under the caption [removed: "Stock] [added: “Stock] Ownership of Directors, Management and [removed: Others"] [added: Others”] in our [removed: 2025] [added: 2026] Proxy Statement, which will be filed within 120 days after the end of [removed: 2024.][added: 2025.]

| Equity compensation plans approved by security holders | | | | | | 1,224,220 | | | | | | $ | 158.39 | | | | | 2,632,435 | | |

| Equity compensation plans approved by security holders | | | | | | 1,691,930 | | | | | | $ | 154.33 | | | | | 3,216,351 | | |

The information required by Item 13 is incorporated by reference to the relevant information under the captions [removed: "Corporate Governance"] [added: “Corporate Governance”] and [removed: "Other] [added: “Other] Information-Related-Party [removed: Transactions"] [added: Transactions”] in our [removed: 2025] [added: 2026] Proxy Statement, which will be filed within 120 days after the end of [removed: 2024.][added: 2025.]

The information required by Item 14 is incorporated by reference to the relevant information under the caption [removed: "Ratification] [added: “Ratification] of Independent Public [removed: Accountants"] [added: Accountants”] in our [removed: 2025] [added: 2026] Proxy Statement, which will be filed within 120 days after the end of [removed: 2024.][added: 2025.]

- Consolidated Statements of Net Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

- Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

- Consolidated Statements of Changes in Redeemable Noncontrolling Interests and Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

| [removed: [2](https://www.sec.gov/Archives/edgar/data/26172/000110465922026575/tm227550d1_ex2-1.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-2.htm)] | | | [removed: [(a)](https://www.sec.gov/Archives/edgar/data/26172/000110465922026575/tm227550d1_ex2-1.htm)] [added: [(f)](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-2.htm)] | | | | | | [removed: [Agreement and Plan of Merger,] [added: [Sixth Supplemental Indenture,] dated [added: as of] February [removed: 21, 2022, by and among Meritor, Inc.,] [added: 20, 2024, between] Cummins Inc. and [removed: Rose NewCo Inc.] [added: U.S. Bank National Association] (incorporated by reference to Exhibit [removed: 2.1] [added: 4.2] to the Current Report on Form 8-K filed [added: by Cummins Inc.] with the Securities and Exchange Commission on February [removed: 24, 2022] [added: 20, 2024] (File No. [removed: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465922026575/tm227550d1_ex2-1.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-2.htm)] | | |

| [removed: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-2.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)] | | | [removed: [(c)](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-2.htm)] [added: [(c)](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)] | | | | | | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated as of August 24, 2020, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on August 24, 2020 (File No. [removed: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-2.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)] | | |

| [removed: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)] | | | [removed: [(d)](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)] [added: [(d)](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)] | | | | | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture, dated as of August 24, 2020, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on August 24, 2020 (File No. [removed: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)] | | |

| [removed: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-4.htm)] | | | [removed: [(e)](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)] [added: [(h)](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-4.htm)] | | | | | | [removed: [Fifth] [added: [Eighth] Supplemental Indenture, dated as of [removed: August 24, 2020,] [added: February 20, 2024,] between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on [removed: August 24, 2020] [added: February 20, 2024] (File No. [removed: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-4.htm)] | | |

| [4](https://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex4d.htm) | | | [removed: [(f)](https://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex4d.htm)] [added: [(e)](https://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex4d.htm)] | | | | | | [Description of Capital Stock (incorporated by reference to Exhibit 4(d) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex4d.htm) | | |

| [removed: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-2.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-3.htm)] | | | [removed: [(g)](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-2.htm)] [added: [(g)](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-3.htm)] | | | | | | [removed: [Sixth] [added: [Seventh] Supplemental Indenture, dated as of February 20, 2024, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on February 20, 2024 (File No. [removed: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-2.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-3.htm)] | | |

| [removed: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-3.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465925046636/tm2513958d6_ex4-3.htm)] | | | [removed: [(h)](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-3.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/26172/000110465925046636/tm2513958d6_ex4-3.htm)[j](https://www.sec.gov/Archives/edgar/data/26172/000110465925046636/tm2513958d6_ex4-3.htm)[)](https://www.sec.gov/Archives/edgar/data/26172/000110465925046636/tm2513958d6_ex4-3.htm)] | | | | | | [removed: [Seventh] [added: [Tenth] Supplemental Indenture, dated as of [removed: February 20, 2024,] [added: May 9, 2025,] between Cummins Inc. and U.S. Bank [added: Trust Company,] National Association (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on [removed: February 20, 2024] [added: May 9, 2025] (File No. [removed: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-3.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465925046636/tm2513958d6_ex4-3.htm)] | | |

| [removed: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-4.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465925046636/tm2513958d6_ex4-4.htm)] | | | [removed: [(i)](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-4.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/26172/000110465925046636/tm2513958d6_ex4-4.htm)[k](https://www.sec.gov/Archives/edgar/data/26172/000110465925046636/tm2513958d6_ex4-4.htm)[)](https://www.sec.gov/Archives/edgar/data/26172/000110465925046636/tm2513958d6_ex4-4.htm)] | | | | | | [removed: [Eighth] [added: [Eleventh] Supplemental Indenture, dated as of [removed: February 20, 2024,] [added: May 9, 2025,] between Cummins Inc. and U.S. Bank [added: Trust Company,] National Association (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on [removed: February 20, 2024] [added: May 9, 2025] (File No. [removed: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465924025510/tm245853d6_ex4-4.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465925046636/tm2513958d6_ex4-4.htm)] | | |

| [removed: [10](https://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)] [added: [10](https://www.sec.gov/Archives/edgar/data/26172/000002617225000031/cmi2025q210-qex101.htm)] | | | [removed: [(d)#](https://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)] [added: [(d)#](https://www.sec.gov/Archives/edgar/data/26172/000002617225000031/cmi2025q210-qex101.htm)] | | | | | | [Deferred Compensation Plan for Non-Employee Directors, as amended and restated [removed: February 15, 2021] [added: January 1, 2026] (incorporated by reference to Exhibit [removed: 10(b)] [added: 10.1] to Cummins Inc.'s Quarterly Report on Form 10-Q for the quarter ended [removed: April 4, 2021] [added: June 30, 2025] (File No. [removed: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000002617225000031/cmi2025q210-qex101.htm)] | | |

| [removed: [10](https://www.sec.gov/Archives/edgar/data/26172/000110465924067815/tm2416225d1_ex10-1.htm)] [added: [10](https://www.sec.gov/Archives/edgar/data/26172/000110465925055520/tm2516646d1_ex10-1.htm)] | | | [removed: [(q)](https://www.sec.gov/Archives/edgar/data/26172/000110465924067815/tm2416225d1_ex10-1.htm)] [added: [(q)](https://www.sec.gov/Archives/edgar/data/26172/000110465925055520/tm2516646d1_ex10-1.htm)] | | | | | | [removed: [Second] [added: [Third] Amended and Restated [removed: 364-Day] Credit Agreement, dated as of June [removed: 3, 2024,] [added: 2, 2025,] by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on June [removed: 3, 2024] [added: 2, 2025] (File No. [removed: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465924067815/tm2416225d1_ex10-1.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465925055520/tm2516646d1_ex10-1.htm)] | | |

| [removed: [10](https://www.sec.gov/Archives/edgar/data/26172/000110465924067815/tm2416225d1_ex10-2.htm)] [added: [10](https://www.sec.gov/Archives/edgar/data/26172/000110465925055520/tm2516646d1_ex10-2.htm)] | | | [removed: [(r)](https://www.sec.gov/Archives/edgar/data/26172/000110465924067815/tm2416225d1_ex10-2.htm)] [added: [(r)](https://www.sec.gov/Archives/edgar/data/26172/000110465925055520/tm2516646d1_ex10-2.htm)] | | | | | | [removed: [Sixth Amended and Restated 364-Day] [added: [3-Year] Credit Agreement, dated as of June [removed: 3, 2024,] [added: 2, 2025,] by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on June [removed: 3, 2024] [added: 2, 2025] (File No. [removed: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465924067815/tm2416225d1_ex10-2.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465925055520/tm2516646d1_ex10-2.htm)] | | |

| [removed: [19](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex19.htm)] [added: [24](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex24.htm)] | | | | | | | | | [removed: [Insider Trading Policy] [added: [Powers of Attorney] (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex19.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex24.htm)] | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex21.htm)] | | | | | | | | | [Subsidiaries of the Registrant (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex21.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex21.htm)] | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex23.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex23.htm)] | | | | | | | | | [Consent of PricewaterhouseCoopers LLP (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex23.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex23.htm)] | | |

| [removed: [31](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex31a.htm)] [added: [31](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex31a.htm)] | | | [removed: [(a)](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex31a.htm)] [added: [(a)](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex31a.htm)] | | | | | | [Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex31a.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex31a.htm)] | | |

| [removed: [31](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex31b.htm)] [added: [31](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex31b.htm)] | | | [removed: [(b)](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex31b.htm)] [added: [(b)](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex31b.htm)] | | | | | | [Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex31b.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex31b.htm)] | | |

| [removed: [32](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex32.htm)] [added: [32](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex32.htm)] | | | | | | | | | [Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex32.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex32.htm)] | | |

* Filed with this annual report on Form 10-K are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Net Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (iii) the Consolidated Balance Sheets for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] (iv) the Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (v) the Consolidated Statements of Changes in Redeemable Noncontrolling Interests and Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (vi) Notes to the Consolidated Financial Statements, (vii) the information included in Part I, Item 1C and (viii) the information included in Part II, Item 9B(b).

| [4](https://www.sec.gov/Archives/edgar/data/26172/000110465925046636/tm2513958d6_ex4-2.htm) | | | [(i)](https://www.sec.gov/Archives/edgar/data/26172/000110465925046636/tm2513958d6_ex4-2.htm) | | | | | | [Ninth Supplemental Indenture, dated as of May 9, 2025, between Cummins Inc. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on May 9, 2025 (File No. 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465925046636/tm2513958d6_ex4-2.htm) | | |

| [10](https://www.sec.gov/Archives/edgar/data/26172/000002617225000031/cmi2025q210-qex104.htm) | | | [(f)#](https://www.sec.gov/Archives/edgar/data/26172/000002617225000031/cmi2025q210-qex104.htm) | | | | | | [Employee Stock Purchase Plan, as amended and restated August 1, 2025 (incorporated by reference to Exhibit 10.4 to Cummins Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (File No. 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000002617225000031/cmi2025q210-qex104.htm) | | |

| [10](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex10p.htm) | | | [(p)#](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex10p.htm) | | | | | | [Key Employee Stock Investment Plan (filed herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617226000009/cmi202510-kex10p.htm) | | |

| [19](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex19.htm) | | | | | | | | | [Insider Trading Policy (incorporated by reference to Exhibit 19 to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex19.htm) | | |

| [97](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex97.htm) | | | | | | | | | [Compensation Recovery Policy (incorporated by reference to Exhibit 97 to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex97.htm) | | |

| | | | | | | | | | | | |

| [10](https://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000110465923037109/tm231795d2_def14a.htm#tANNB) | | | [(f)#](https://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000110465923037109/tm231795d2_def14a.htm#tANNB) | | | | | | [Employee Stock Purchase Plan, as amended (incorporated by reference to Annex B to the Company's definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on March 27, 2023 (File No. 001-04949)).](https://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000110465923037109/tm231795d2_def14a.htm#tANNB) | | |

| [10](https://www.sec.gov/Archives/edgar/data/26172/000110465924078540/tm2418988d2_ex4-3.htm) | | | [(p)#](https://www.sec.gov/Archives/edgar/data/26172/000110465924078540/tm2418988d2_ex4-3.htm) | | | | | | [Key Employee Stock Investment Plan (incorporated by reference to Exhibit 4.3 to Cummins Inc.'s Registration Statement on Form S-8 filed on July 9, 2024 (File No. 333-280729)).](https://www.sec.gov/Archives/edgar/data/26172/000110465924078540/tm2418988d2_ex4-3.htm) | | |

| [24](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex24.htm) | | | | | | | | | [Powers of Attorney (filed herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex24.htm) | | |

| [97](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex97.htm) | | | | | | | | | [Compensation Recovery Policy (filed herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617225000007/cmi202410-kex97.htm) | | |

| Date: | | | | | | February [removed: 11, 2025] [added: 10, 2026] | | | | | | | | | | | | | | |

| /s/ JENNIFER RUMSEY | | | | | | Chair and Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 11, 2025] [added: 10, 2026] | | |

| /s/ MARK A. SMITH | | | | | | Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 11, 2025] [added: 10, 2026] | | |

| /s/ LUTHER E. PETERS | | | | | | Vice President—Corporate Controller (Principal Accounting Officer) | | | | | | February [removed: 11, 2025] [added: 10, 2026] | | |

| * | | | | | | | | | | | | February 10, 2026 | | |

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| * | | | | | | | | | | | | February 10, 2026 | | |

| Matthew Tsien | | | | | | Director | | | | | | | | |

| * | | | | | | | | | | | | February 11, 2025 | | |