What changed in this filing

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Item 9A. Controls and Procedures

2025-02-21 compared with 2024-02-14 · 53 added, 32 removed, 125 unchanged (40% of the section changed)

4 unchanged sentences

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of December 31, 2024.

Remediation of Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

During the second quarter of 2023, we identified a material weakness which resulted in errors in our related party receivables, related party payables, and net parent investment on the Balance Sheet;

net cash provided by operating activities, and net cash used in financing activities on the Statements of Cash Flows;

and, net transfers to parent on the Statements of Changes in Net Parent Investment, which resulted in a restatement of the unaudited condensed combined financial statements as of and for the period ending March 31, 2023 and a revision to the combined financial statements as of and for the years ending December 31, 2022, 2021 and 2020 and the unaudited condensed combined financial statements as of and for the period ending March 31, 2022.

Our management, with oversight from our Audit Committee, took steps to remediate the material weakness, which included designing and implementing a new control activity to manually review sub-ledger activity to completely identify and accurately account for intercompany and related party balances.

Our management has assessed and concluded that this previously reported material weakness related to the identification and accounting for intercompany and related party transactions has been remediated as of December 31, 2023.

We are committed to maintaining a strong internal control environment and we believe that these remediation efforts represent significant improvements in our controls.

We monitored our processes throughout the remediation period and have concluded that they are operating effectively and are well controlled and sustainable.

We will continue to focus on maintaining effective internal control over financial reporting and we will make enhancements when and where necessary.

Report of Management on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those written policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;

• Provide reasonable assurance that receipts and expenditures are being made only in accordance with management and director authorization;

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

Management based this assessment on the criteria described in “ Internal Control - Integrated Framework ” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management concluded that the Company’s internal control over financial reporting is effective as of December 31, 2024, based on the criteria in Internal Control - Integrated Framework issued by the COSO.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, as stated in their report that appears under Item 8.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The Company is in the process of implementing a broad, multi-year, technology transformation project to modernize enterprise resource planning, middleware and legacy systems to achieve better process efficiencies across customer service, merchandising, sourcing, payroll and accounting through the use of various solutions.

During the quarter ended December 31, 2024 , the Company transitioned one of its warehouses over to a new warehouse management system.

There have been no material additional implementations during the quarter ended December 31, 2024 .

As the Company’s technology transformation project continues, the Company continues to emphasize the maintenance of effective internal controls and assessment of the design and operating effectiveness of key control activities throughout development and deployment of each phase and will evaluate as additional phases are deployed.

There was no other change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024 that materially affected, or is reasonably likely to materially affect, Atmus’ internal control over financial reporting.

Other Information

1 unchanged sentence

During the three months ended December 31, 2024 , no director or executive officer of the Company adopted, modified or terminated a “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.

2024 Annual Meeting of Shareholders

The date for the Company’s 2024 annual meeting of shareholders will be May 14, 2024.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

36 unchanged sentences

filed with the Commission on June 1, 2023).

4.1 Description of Securities of the Registrant (filed herewith).

4.1 Description of Securities of the Registrant (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K of Atmus Filtration Technologies Inc.

filed with the Commission on February 14, 2024).

Separation Agreement, dated as of May 29, 2023, by and between Atmus Filtration Technologies Inc.

46 unchanged sentences

filed with the Commission on May 16, 2023).

Separation Agreement and General Release, dated April 18, 2024, between Atmus Filtration Technologies Inc.

Hickey (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K of Atmus Filtration Technologies Inc.

filed with the Commission on April 19, 2024).

Form of Indemnification Agreement for Independent Directors (incorporated by reference to Exhibit 10.15 to Amendment No.

1 unchanged sentence

filed with the Commission on May 16, 2023).

Restricted Stock Unit Award Agreement under the 2022 Omnibus Incentive Plan (Executive Officers) (filed herewith) .

Performance Stock Unit Award Agreement under the 2022 Omnibus Incentive Plan (Executive Officers) (filed herewith) .

Restricted Stock Unit Award Agreement under the 2022 Omnibus Incentive Plan (Non-Employee Directors) (filed herewith).

Deferred Compensation Plan (filed herewith).

Deferred Compensation Plan for Non-Employee Directors (filed herewith).

Executive Severance Plan (filed herewith).

Executive Change of Control Severance Plan (filed herewith).

Restricted Stock Unit Award Agreement under the 2022 Omnibus Incentive Plan (Executive Officers) (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K of Atmus Filtration Technologies Inc.

filed with the Commission on February 14, 2024).

Performance Stock Unit Award Agreement under the 2022 Omnibus Incentive Plan (Executive Officers) (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K of Atmus Filtration Technologies Inc.

filed with the Commission on February 14, 2024).

Restricted Stock Unit Award Agreement under the 2022 Omnibus Incentive Plan (Non-Employee Directors) (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K of Atmus Filtration Technologies Inc.

filed with the Commission on February 14, 2024).

Deferred Compensation Plan (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K of Atmus Filtration Technologies Inc.

filed with the Commission on February 14, 2024).

Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K of Atmus Filtration Technologies Inc.

filed with the Commission on February 14, 2024).

Executive Severance Plan (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K of Atmus Filtration Technologies Inc.

filed with the Commission on February 14, 2024).

Executive Change of Control Severance Plan (incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K of Atmus Filtration Technologies Inc.

filed with the Commission on February 14, 2024).

First Amendment to Separation Agreement, dated as of September 25, 2023, by and between Atmus Filtration Technologies Inc.

and Cummins Inc.

(filed herewith).

(incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K of Atmus Filtration Technologies Inc.

filed with the Commission on February 14, 2024).

19 Insider Trading Policy (filed herewith) .

21 Subsidiaries of the Registrant (filed herewith).

23 Consent of Price w aterhouseCoopers LLP (filed herewith) .

24 P ower of Attorney (filed herewith).

23 Consent of PricewaterhouseCoopers LLP (filed herewith).

31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

1 unchanged sentence

32.1 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

97 Policy Relating to Recovery of Erroneously Awarded Compensation (filed herewith).

97 Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K of Atmus Filtration Technologies Inc.

filed with the Commission on February 14, 2024).

101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

13 unchanged sentences

ATMUS FILTRATION TECHNOLOGIES INC.

Chief Financial Officer and Chief Accounting Officer

Senior Vice President, Chief Financial Officer and Chief Accounting Officer

(Principal Financial Officer)

1 unchanged sentence

/s/ Stephanie J.

Chief Executive Officer (Principal Executive Officer) and Director

Sharon Barner

Chief Executive Officer and President (Principal Executive Officer) and Director

Edwin Bennett

Cristina Burrola

Edwin Bennett

/s/ Diego Donoso

/s/ Gretchen Haggerty

Gretchen Haggerty

/s/ Jane Leipold

/s/ Stephen Macadam

Stephen Macadam

Tony Satterthwaite

Nathan Stoner

Attorney-in-fact

/s/ Stuart Taylor II

Stuart Taylor II

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures