What changed in this filing

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Item 1A. Risk Factors

2026-02-13 compared with 2025-02-21 · 121 added, 186 removed, 391 unchanged (44% of the section changed)

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• Significant competition in the markets Atmus serves.

• Evolving customer needs and developing technologies.

• Reliance on Atmus’ executive leadership and other key personnel.

• Ability to attract and retain qualified personnel.

• Strategic transactions, such as acquisitions, divestitures, and joint ventures.

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• Variability in material and commodity costs.

• Raw material, transportation and labor price increases and supply shortages.

• Interruptions in the supply of critical materials and components.

• Complexity of supply chain and manufacturing.

• Atmus’ customers operating in cyclical industries and the current economic conditions in these industries.

• Customers operating in cyclical industries and the current economic conditions in these industries.

• Exposure to potential claims related to warranties and claims for support outside of standard warranty obligations.

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• Inability or failure to adequately protect and enforce Atmus’ intellectual property rights and the cost of protecting or enforcing Atmus' intellectual property rights.

• Unexpected events, including natural disasters.

• Difficulty operating as a standalone company.

Risks Related to Legal and Regulatory Issues

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• Unanticipated changes in Atmus' effective tax rate, the adoption of new tax legislation or exposure to additional income tax liabilities, as well as audits by tax authorities resulting in additional tax payments for prior periods.

• Changes in tax law relating to multinational corporations.

• Significant compliance costs and reputational and legal risks imposed by Atmus' global operations and the laws and regulations to which these are subject.

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• Potential system or data security breaches or other disruptions.

• Dependence on information technology infrastructure and assets that are increasing in complexity.

Risks Related to Finance and Financial Market Conditions

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• Political, economic, and social uncertainty in geographies where Atmus has significant operations or large offerings of products.

• Uncertain worldwide and regional market and economic conditions.

Risks Related to Atmus’ Relationship with Cummins

• Potential failure of performance by Atmus or Cummins under transaction agreements executed as part of the Separation.

• Potential indemnification liabilities to Cummins pursuant to the Separation Agreement.

• Potential indemnification from Cummins may be insufficient to insure Atmus against the full amount of such liabilities;

• Terms from unaffiliated third parties may have been better than what Atmus received in agreements with Cummins;

• Atmus or Cummins fail to perform under various transaction agreements that were executed as part of the IPO.

• We may have received better terms from unaffiliated third parties than the terms we received in our agreements with Cummins.

Risks Related to Atmus’ Capital Structure

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• No guarantee of the payment, timing or amount of any dividend.

• Applicable laws and regulations, provisions of Atmus' amended and restated certificate of incorporation and Atmus' bylaws and certain contractual rights granted to Cummins that may discourage takeover attempts and business combinations that stockholders might consider in their best interests.

• The designation of the Court of Chancery in the State of Delaware and the federal district courts for the District of Delaware as exclusive forums provision in Atmus’ amended and restated certificate of incorporation.

• Atmus’ historical consolidated financial statements are not necessarily representative of the results that would have been achieved as a standalone company.

• Applicable laws and regulations, provisions of Atmus' Second Amended and Restated Certificate of Incorporation (the “Charter”) and Atmus' Amended and Restated Bylaws (the “Bylaws”) and certain contractual rights granted to Cummins that may discourage takeover attempts and business combinations that shareholders might consider in their best interests.

• The designation of the Court of Chancery in the State of Delaware and the federal district courts for the District of Delaware as exclusive forums provision in Atmus’ Charter.

Risks Related to Our Business Operations

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The loss of such net sales to any of such significant customers would have a material and adverse effect on our business, financial condition, results of operations and cash flows.

Cummins is our largest customer.

For the year ended December 31, 2024, net sales to Cummins accounted for approximately 17.6% of our net sales.

Sales to Cummins joint ventures and to distributors that Cummins has a relationship also account for a portion of our net sales.

For the year ended December 31, 2025, net sales to Cummins, our largest customer, accounted for approximately 18.8% of our net sales.

Sales to Cummins joint ventures and to distributors that Cummins has a relationship with also account for a portion of our net sales.

A portion of our net sales is dependent upon customer acceptance of, and demand for, Cummins’ engines or generators that use our filters.

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Subsequently, we were successful in being awarded this business.

In the future, we expect that Cummins will continue to seek competitive bids for new filtration products and, while we will have a preferred supplier relationship with Cummins, we will have to successfully win bids through Cummins’ bidding process in order to maintain or grow our current level of sales to Cummins and cannot guarantee that Cummins will always select our products.

In the future, we expect that Cummins will continue to seek competitive bids for new filtration products.

While we will have a preferred supplier relationship with Cummins, we will have to successfully win bids through Cummins’ bidding process in order to maintain or grow our current level of sales to Cummins and cannot guarantee that Cummins will always select our products.

The loss of, or any substantial reduction in sales to, Cummins would have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, our association with Cummins has contributed to the relationships we have with certain significant customers due to the relationship those customers had with Cummins.

We may not be able to attract new customers of Cummins, or retain existing customers, without Cummins’ support.

For the year ended December 31, 2025, net sales to PACCAR and the Traton Group accounted for approximately 16.3% and 11.5%, respectively, of our net sales.

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The loss or substantial reduction of sales to PACCAR or the Traton Group could materially and adversely affect our business, financial condition, results of operations or cash flows.

In addition, our association with Cummins has contributed to the relationships we have with certain significant customers due to the relationship those customers had with Cummins.

We may not be able to attract new customers of Cummins, or retain existing customers, without Cummins’ support .

The loss of a top OEM relationship, or changes in the preferences of our aftermarket end-users, could adversely impact the recurring nature of our aftermarket sales.

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Our relationships with these OEMs also allow us to be closely attuned to our customers' requirements and preferences and react quickly to any changes.

The use of our filtration products as

a standard first-fit component creates a steady demand for that product in the aftermarket, as end-users often return to the OEM for aftermarket service for multiple years and may continue to prefer our products as replacement or repair parts.

The use of our filtration products as a standard first-fit component creates a steady demand for that product in the aftermarket, as end-users often return to the OEM for aftermarket service for multiple years and may continue to prefer our products as replacement or repair parts.

We may not be able to maintain our current top OEM relationships in the future or may not become the preferred supplier for additional OEMs.

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(“FFPL”), where we directly hold 49.491% of the economic interest (and 50% of the voting interest), and Filtrum Fibretechnologies Pvt.

Ltd., where we hold, directly or indirectly, 49.75% of the economic interests (25% directly and 24.75% indirectly through our proportionate ownership of FFPL’s 50% ownership interest).

where we hold, directly or indirectly, 49.75% of the economic interests (25% directly and 24.75% indirectly through our proportionate ownership of FFPL’s 50% ownership interest).

For the year ended December 31, 2025, we recognized $33.8 million of equity, royalty and interest income from investees, compared to $34.3 million for the year ended December 31, 2024 and $33.6 million for the year ended December 31, 2023.

Of these amounts, $21.8 million, $21.5 million and $17.1 million, respectively, were from our joint venture in India — FFPL.

Although a significant percentage of our net income is derived from these unconsolidated entities (which were approximately 18.5% for the year ended December 31, 2024, approximately 19.6% for the year ended December 31, 2023 and 16.4% for the year ended December 31, 2022, of which approximately 11.7%, approximately 12.6% and approximately 10.0% were from FFPL for the year ended December 31, 2024, 2023 and 2022, respectively), we do not unilaterally control their management or their operations, which puts a substantial portion of our net income and cash flow through dividend payments at risk from the actions or inactions of these entities.

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 and cash flow through dividend payments at risk from the actions or inactions of these entities.

A significant reduction in the level of contribution by these entities to our net income would likely have a material adverse effect on our business, financial condition, results of operations or cash flows.

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As a result of these and other factors, if we do not meet our customers’ expectations, we may not be able to compete effectively.

The competitive environment in which we operate is also subject to change.

There is no guarantee that we will be successful in implementing new product expansions, as we may fail to successfully complete product development or achieve the level of sales for these products that we expect.

There may also be unexpected costs for such new product offerings, which would lower our margins.

Additionally, we operate in highly competitive markets and have numerous competitors who are well-established in those markets.

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There is no guarantee that we will be successful in maintaining these advantages.

The competitive environment in which we operate is also subject to change.

There may also be unexpected costs for such new product offerings, which would lower our margins.

In addition, certain competitors may have a competitive advantage in these new markets and if they are able to successfully develop a product before we do, they could reach the market before we do or gain broader market acceptance.

Evolving customer needs and developing technologies may threaten our existing business and growth.

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Such responses may generate or accelerate changes in technology and in customer and end-user preference, including wider adoption of, and preference for, technologies providing alternatives to diesel engines, such as electrification of equipment, which could reduce or eliminate the demand for our products.

Moreover, on November 15, 2019, Cummins, our largest customer, established a new set of goals for 2030 as part of its environmental sustainability strategy and since then has continued to implement such strategy to make progress towards its target of reaching carbon neutrality in its products and operations by 2050.

Among Cummins’ new goals for 2030 is reducing its Scope 3 absolute lifetime GHG emissions from newly sold products, and partnering with its customers to reduce its indirect GHG emissions from its products.

For example, Cummins, our largest customer, has established 2030 environmental sustainability goals to, among other things, reduce its Scope 3 absolute lifetime GHG emissions from newly sold products, and partner with its customers to reduce its indirect GHG emissions from its products.

These goals may result in Cummins preferring products that reduce its direct and/or indirect GHG emissions.

As a result of these risks, and as we have seen OEMs begin to invest heavily in these new technologies and launch new non internal combustion engines, we have been working, and continue to work, to expand our product offerings across industries and application types, including electric powertrain, hydrogen internal combustion engines and fuel cells, among others.

As a result of these risks, and as we have seen OEMs begin to invest in these new technologies and launch new non internal combustion engines, we have been working, and continue to work, to expand our product offerings across industries and application types.

However, there can be no assurance that we will be successful in doing so, or even if we are successful, that such new products will generate the same revenue or margin as internal combustion engine filtration products.

Some of these technologies, such as battery electric vehicles, may not utilize as much filtration content.

Additionally, there can be no assurance that our expectations regarding new and developing alternate fuel technologies, including with respect to which technologies will prevail and the development of filtration content for those technologies, will prove to be accurate.

content for those technologies, will prove to be accurate.

Such disruptive innovation could create new markets for others and displace existing companies and products.

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Our future growth is dependent on properly addressing future customer and end-user needs and adapting our products in line with global technology trends.

We rely on our executive leadership team and other key personnel as a critical part of our human capital resources.

We depend on the skills, institutional knowledge, working relationships and continued services and contributions of key personnel, including our executive leadership team, as critical parts of our human capital resources.

In addition, our ability to achieve our operating and strategic goals depends on our ability to identify, hire, train and retain qualified individuals.

Our ability to attract and retain qualified personnel is critical to our success.

Our success depends on the skills, institutional knowledge, working relationships and continued services and contributions of qualified personnel, including our executive leadership team.

Our ability to achieve our operating and strategic goals depends on our ability to identify, hire, train and retain qualified individuals and successfully execute management transitions at leadership levels of the Company.

We compete with other companies, both within and outside of our industry, for talented personnel and we may lose key personnel or fail to attract, train and retain other talented personnel.

Any such loss or failure could have material adverse effects on our business, financial condition, results of operations or cash flows.

In particular, our continued success will depend in part on our ability to retain the talents and dedication of key employees.

As of December 31, 2024, we employed approximately 350 total technical employees.

As of December 31, 2024, 47% of our technical employees were employed outside the United States, in India, China and France, many of whom we consider key employees.

If enough key employees terminate their employment or become ill or otherwise cannot work, our business activities may be adversely affected and our management team’s attention may be diverted.

In addition, we may not be able to locate suitable replacements for any key employees who leave.

Our continued success will depend in part on our ability to retain the talents and dedication of technical employees.

As of December 31, 2025, we employed approximately 355 total technical employees and 51% of our technical employees were employed outside the United States, in India, China and France .

If enough technical employees terminate their employment or become ill or otherwise cannot work, our business activities may be adversely affected and our management team’s attention may be diverted.

In addition, we may not be able to locate suitable replacements for any technical employees who leave.

We face risks from strategic transactions, such as acquisitions, divestitures, joint ventures and other similar arrangements that we may pursue or undertake.

We are actively evaluating potential strategic acquisitions or investment opportunities and consider divestitures of non-strategic business lines, and the filtration business has historically pursued and undertaken

certain of those opportunities.

For example, in 1987 and 1994, our filtration business established our joint ventures in India and China, respectively, for our entry into those two markets, and has continued to explore additional joint ventures since then.

We are actively evaluating potential strategic acquisitions or investment opportunities and consider divestitures of non-strategic business lines, and we have historically pursued and undertaken certain of those opportunities.

For instance, in 2026 we closed the acquisition of a business in the industrial filtration market and in 1987 and 1994, we established our joint ventures in India and China, respectively, for our entry into those two markets.

Acquisitions, joint ventures and strategic investments could negatively impact our profitability and financial condition due to operating and integration inefficiencies, the incurrence of debt, contingent liabilities and amortization of expenses related to intangible assets.

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if we do not successfully manage productivity improvements, we may not realize the expected benefits.

Our long-term performance targets assume certain ongoing productivity improvements as a key component of our business strategy to, among other things, contain operating expenses, increase operating efficiencies and align manufacturing capacity to demand.

and align manufacturing capacity to demand.

We may not be able to realize the expected benefits and cost savings if we do not successfully execute these plans while continuing to invest in business growth.

Factors that can cause us to not realize expected benefits or execute our plans for productivity improvements include, but are not limited to, unanticipated costs or complications resulting from the Separation, unforeseen complications arising from leveraging existing filtration technology to new industries, global commodities pricing and availability, manufacturing costs and delays, inflationary pressures and labor availability.

Factors that can cause us to not realize expected benefits or execute our plans for productivity improvements include, but are not limited to unforeseen complications arising from leveraging existing filtration technology to new industries, global commodities pricing and availability, manufacturing costs and delays, inflationary pressures and labor availability.

If any of these, or other, difficulties are encountered, expected benefits of such cost savings may not otherwise be realized, which could adversely impact our business, financial condition, results of operations or cash flows.

We may be adversely impacted by work stoppages and other labor matters.

As of December 31, 2024, we employed approximately 4,500 persons worldwide.

As of December 31, 2024, approximately 53% of our employees worldwide were represented by various unions under collective bargaining agreements.

Among these collective bargaining agreements, those for the employees in Mexico, Brazil and France are renewed annually after compensation negotiations, while the collective bargaining agreement for the Cookeville, Tennessee plant typically has a four- to five-year term.

Collective bargaining for Brazil Annual Profit Sharing will take place on February 19, 2025.

Annual term collective bargaining for Mexico and France were recently successfully completed.

These collective bargaining agreements have terms that will expire between December 2025 and February 2026.

Contract negotiations at the Cookeville, Tennessee plant took place in February of 2024 resulting in a new four year contract that will expire at the end of its four year term on February 29, 2028.

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.

For example, during periodic collective bargaining in 2020, the United Auto Workers union representing manufacturing employees at the Cookeville, Tennessee site conducted a strike for six weeks after failing to accept modified terms and conditions offered.

As of December 31, 2025, we employed approximately 4,500 persons worldwide and approximately 53% were represented by various unions under collective bargaining agreements.

Agreements covering employees in Mexico, Brazil and France are renewed annually following compensation negotiations, which were recently completed for Mexico and Brazil and will begin in February 2026 for Brazil, with terms expiring between December 2026 and February 2027.

The collective bargaining agreement for our Cookeville, Tennessee plant was renegotiated in February 2024 and will remain in effect through February 29, 2028.

While we have no reason to believe that we will be materially impacted by work stoppages or other labor matters, we have experienced such issues and 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.

Any of these consequences may have an adverse effect on us or may limit our flexibility in dealing with our workforce.

In addition, many of our customers and suppliers have unionized work forces.

Work stoppages or slowdowns experienced by us, our

customers or suppliers could result in slowdowns or closures that would have a material adverse effect on our business, financial condition, results of operations or cash flows.

Work stoppages or slowdowns experienced by us, our customers or suppliers could result in slowdowns or closures that would have a material adverse effect on our business, financial condition, results of operations or cash flows.

Our products are exposed to variability in material and commodity costs.

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Additionally, higher material and commodity costs around the world may offset our efforts to reduce our cost structure.

Economies around the world have also generally seen significant inflationary pressures since 2021.

Although those inflationary pressures began to abate towards the end of 2023 and stabilize by the end of 2024, we are still subject to the risk of material and commodity cost increases and there can be no assurances that such cost increases do not return in 2025 and beyond.

In recent years, economies around the world have also generally seen significant inflationary pressures.

While those inflationary pressures have stabilized, we are still subject to the risk of material and commodity cost increases and there can be no assurances that such cost increases do not return.

As of the date of this Annual Report on Form 10-K, we have not entered into any hedging arrangements or agreements with respect to the purchase of the commodities used in our products.

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In addition, while the use of contractual pricing adjustments may provide us with some protection from adverse fluctuations in commodity prices, we potentially forego the benefits that might result from favorable fluctuations in costs.

As a result, higher material and commodity costs, as well as hedging these commodity costs during periods of decreasing prices, could result in declining margins.

We are vulnerable to raw material, transportation and labor price increases and supply shortages, which have adversely impacted and could continue to adversely impact our operations.

In recent years, we have experienced supply chain disruptions, including longer lead times for materials used in manufacturing our products and increased commodity prices and related challenges throughout the supply chain.

For example, in the wake of the COVID-19 pandemic, shortages in steel, resin, other petrochemical products and electronic components, as well as shortages in labor at our suppliers, resulted in reduced capacity at our North America plants in 2021 and 2022.

While conditions moderated in 2023, many of the underlying risks remain.

As a result, higher material and commodity costs could result in declining margins.

Interruptions in the supply of critical materials and components could materially and adversely affect our business.

We source a significant number of parts and raw materials critical to our business operations.

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Any extended delay in receiving critical supplies could impair our ability to deliver products to our customers and have a material adverse effect on our business, financial condition, results of operations or cash flows.

Although we have taken a number of actions to mitigate these impacts, including, but not limited to, adding new supply sources, moving production among our facilities or outsourcing production to third-party manufacturers, adapting product design to reduce reliance on constrained materials, and investing in additional tooling and equipment, these mitigating actions may not be sufficient to overcome these impacts.

Complexity of supply chain and manufacturing could perpetuate the inability to meet demand and result in the loss of customers.

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We cannot guarantee that we will be able to adjust manufacturing capacity, in the short-term, to meet higher customer demand.

For example, the COVID-19 pandemic caused significant supply chain disruptions.

These disruptions impacted the availability of raw materials, including steel, resin, other petrochemical products and electronic components, and freight availability and reliability, which resulted in increased lead times.

Efficient operations require streamlining processes, which we may not be capable of achieving.

Unacceptable levels of service for key customers may result if we are not able to fulfill orders on a timely basis or if product quality or warranty or safety issues result from compromised production.

complexity of our manufacturing operations, we may be unable to timely respond to fluctuations in demand, which could adversely impact our business, financial condition, results of operations or cash flows.

While we have not experienced significant global surges or declines in demand, for much of 2022, overall demand exceeded our ability to fully meet such demand, resulting in an elevated level of backlog.

During 2023 and 2024, the level of backlog reduced and stabilized from peak level.

Unacceptable levels of service for key customers may result if we are not able to fulfill orders on a timely basis or if product quality, warranty, or safety issues result from compromised production.

Due to the complexity of our manufacturing operations, we may be unable to timely respond to fluctuations in demand, which could adversely impact our business, financial condition, results of operations or cash flows.

A number of our customers operate in similar cyclical industries and economic conditions in these industries could impact our sales.

Three customers each accounted for 10% or more of our net sales in 2024, 2023 and 2022.

Cummins is one of our key customers and accounted for approximately 17.6% of our net sales in 2024.

While our relationship with Cummins has been secured through our first-fit supply agreement and aftermarket supply agreement, both of which have an initial term of five years from the date of our IPO (except with respect to certain new products under the first-fit supply agreement, for which a five-year term commences from the date of the start of production), Cummins operates in both global off-highway and on-highway industries and is subject to the cyclicality of those industries.

A number of our other customers, including PACCAR and the Traton Group, are also concentrated in similar cyclical industries, including off-highway industries such as construction, agriculture, mining, oil and gas and power generation, as well as on-highway industries such as truck, bus, vocational and recreational vehicles.

This exposes our business to additional risk based on our customers’ respective economic conditions.

Our success is also dependent on retaining key customers, which requires us to successfully manage relationships and anticipate the needs of our customers in the channels in which we sell our products.

Changes in economic conditions could materially and adversely impact our business, financial condition, results of operations or cash flows.

A substantial portion of our sales is tied to customers that serve highly cyclical end markets, including on‑highway and off‑highway industries such as truck and bus, construction, agriculture, mining, oil and gas, power generation and recreational vehicles.

Demand in these industries is affected by macroeconomic factors such as freight activity, infrastructure investment, commodity prices, and interest rates.

As these industries experience fluctuations, our customers’ production schedules and purchasing patterns may vary significantly, which exposes our business to additional risk based on the economic conditions in the markets our customers serve.

Any downturn or prolonged softness in the industries in which our customers operate could reduce demand for our products and materially and adversely impact our business, financial condition, results of operations or cash flows.

Our business is exposed to potential claims related to warranties and claims for support outside of standard warranty obligations.

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For example, some of our products may include components that are manufactured by our competitors.

Our intellectual property may be challenged, opposed, invalidated, diluted, cancelled, declared generic, stolen, circumvented, infringed or otherwise violated upon by third parties or we may be unable to maintain, renew or enter into new license agreements with third-party owners of intellectual property on reasonable terms, or at all.

In addition, the global nature of our business increases the risk that our

intellectual property may be subject to infringement, theft or other unauthorized use or disclosure by others.

property on reasonable terms, or at all.

In addition, the global nature of our business increases the risk that our intellectual property may be subject to infringement, theft or other unauthorized use or disclosure by others.

Our ability to protect and enforce intellectual property rights, including through litigation or other legal proceedings, also varies across jurisdictions.

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Any litigation or proceedings to defend us against allegations of infringement, misappropriation, or other violations of intellectual property rights, regardless of merit, could be costly, divert attention of management and may not ultimately be resolved in our favor.

If we are unable to successfully defend against claims that we have infringed the intellectual property rights of others, we may be prevented from using certain intellectual property or offering certain products, or may be liable for substantial damages, which in turn could materially adversely affect our business, financial condition, results of operations or cash flows.

We may also be required to develop an alternative, non-infringing product that could be costly, time-consuming or impossible, or seek a license from a third party, which may not be available on terms that are favorable to us, or at all.

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Unexpected events, including natural disasters, may increase our cost of doing business or disrupt our operations.

There could be an occurrence of one or more unexpected events, including a terrorist attack, war or civil unrest, a weather event, an earthquake, a pandemic, cyber-attack or other catastrophe in countries in which we operate or in which our suppliers are located.

Such an event could result in physical damage to and complete or partial closure of one or more of our headquarters, manufacturing facilities or distribution centers, temporary or long-term disruption in the supply of component products from some local and international suppliers, disruption in the transport of our products to customers and disruption of information systems.

The insurance coverage we have entered into, may not provide protection for all costs that may arise from any such event.

Any disruption in our operations could have an adverse impact on our ability to meet our customer needs or may require us to incur additional expenses in order to produce sufficient inventory.

Such an event could result in physical damage to and complete or partial closure of one or more of our headquarters, manufacturing facilities or distribution centers, as well as disruptions to the transport of our products to customers and to our information systems.

The insurance coverage we maintain, may not provide protection for all costs that may arise from any such event.

Any disruption in our operations could have an adverse impact on our ability to meet customer needs or require us to incur additional expenses to produce sufficient inventory.

Certain unexpected events could adversely impact our business, financial condition, results of operations or cash flows.

As a result of the Separation, we may experience difficulty operating as a standalone company.

Because we have limited experience operating as a standalone company following the Separation, we may encounter difficulties doing so in the future.

For example, if we do not accurately estimate the level of resources required to operate as a standalone company, we may need to acquire additional assets and resources, which could be costly, and in connection with the Separation, may also face difficulty in separating certain aspects of our business from Cummins, including incurring accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring or reassigning our personnel, costs related to establishing a new brand identity in the marketplace and costs to separate information systems and creating standalone administrative units or distribution centers in our business post-separation.

For example, we established our own standalone warehouse in Belgium in November 2024, and we have not yet realized normal operating levels.

Our business, financial condition, results of operations or cash flows could be materially adversely affected if we have difficulty operating as a standalone company.

Risks Related to Legal and Regulatory Issues

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Such counterfeit products divert sales from genuine products, often are of lower cost and quality and may pose safety risks.

If illegal sales

of counterfeit products result in adverse product liability or negative consumer experiences, we may be associated with negative publicity resulting from such incidents.

If illegal sales of counterfeit products result in adverse product liability or negative consumer experiences, we may be associated with negative publicity resulting from such incidents.

Although we proactively monitor the existence of counterfeit products and initiate actions to seize, remove them from sale or destroy, we may not be able to prevent third parties from manufacturing, selling or purporting to sell counterfeit products competing with our products, which may negatively impact our sales, brand reputation, business, financial condition, results of operations or cash flows.

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We routinely incur costs to comply with these laws and regulations.

We may be adversely impacted by new or changing laws and regulations that affect both our operations and our ability to develop and sell products that meet our customers’ requirements.

We may be adversely impacted by new or changing laws and regulations that affect both our operations and our ability to develop and sell products that meet our

customers’ requirements.

The discovery of noncompliance issues could have a material adverse impact on our reputation, brand, business, financial condition, results of operations or cash flows.

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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.

Changes in laws, regulations and government policies on foreign trade and investment, including as a result of the recent change in U.S.

Changes in laws, regulations and government policies on foreign trade and investment, including as a result of changes in U.S.

presidential administration, can affect the demand for our products and services, causing customers and end-users to shift preferences toward domestically manufactured or branded products and impact the competitive position of our products or prevent us from being able to sell products in certain countries.

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In particular, changing U.S.

and European export controls and sanctions on China, as well as other restrictions affecting transactions involving China and Chinese parties and Russia and Russian parties, could affect our

ability to collect receivables, provide aftermarket and warranty support for our products, sell products, and otherwise impact our reputation and business, any of which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

and European export controls and sanctions on China, as well as other restrictions affecting transactions involving China and Chinese parties and Russia and Russian parties, could affect our ability to collect receivables, provide aftermarket and warranty support for our products, sell products, and otherwise impact our reputation and business, any of which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Moreover, the enforceability of contracts in China, especially with governmental entities, including state-owned enterprises, is relatively uncertain.

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and numerous international jurisdictions.

Our income tax provision and cash tax liability in the future could be adversely affected by the adoption of new tax legislation, changes in the amounts or composition of 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.

Our income tax provision and cash tax liability in the future could be adversely affected by the adoption of new tax legislation,

changes in the amounts or composition of 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.

Additionally, we have been subject to tax audits.

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Violations of these laws may result in severe criminal or civil sanctions, could disrupt our business and result in an adverse effect on our reputation, business, financial condition, results of operations or cash flows.

We cannot predict the nature, scope or effect of future regulatory requirements to which our operations might be subject or the manner in which existing laws might be administered or interpreted.

We cannot predict the nature, scope or effect of future regulatory requirements, or the ability to obtain any government certification or permit pursuant to any regulatory requirement, to which our operations might be subject or the manner in which existing laws might be administered or interpreted.

We are subject to national and international anti-corruption laws and regulations laws, such as the U.S.

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Bribery Act (the “Bribery Act”) and export controls and economic sanctions programs, including those administered by the U.S.

Treasury Department’s Office of

Foreign Assets Control (“OFAC”), relating to our business and our employees.

Treasury Department’s Office of Foreign Assets Control (“OFAC”), relating to our business and our employees.

As part of our business, we deal with state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA’s prohibition on providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage.

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Despite our policies, procedures and compliance programs, our internal control and compliance systems may not be able to protect from prohibited acts willfully committed by our employees, agents or business partners that would violate such applicable laws and regulations.

Additionally, there can be no assurance that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage or provide a defense to any alleged violation.

Additionally, there can be

no assurance that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage or provide a defense to any alleged violation.

For example, actions taken by OFAC in response to the Russia-Ukraine War have included the imposition of export controls and broad financial and economic sanctions against Russia, Belarus and specific areas of Ukraine.

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Concerns regarding climate change may lead to additional international, national, regional and local legislative and regulatory responses.

For example, proposed SEC rules to enhance disclosures regarding the effects of climate change could increase our reporting and compliance costs, and in October 2023, the California Governor signed the Climate-Related Financial Risk and the Climate Corporate Data Accountability Act into law, which impose significant and mandatory climate-related reporting requirements for large

companies doing business in the state.

Similarly, enhanced mandatory climate reporting requirements came into force in 2019 and again in 2022 in the United Kingdom and broader sustainability reporting requirements (including climate) will apply to certain European Union entities on a staged basis from 2024 and to their non-European Union parent undertakings from 2028.

For example, enhanced mandatory climate reporting requirements came into force in 2019 and again in 2022 in the United Kingdom and broader sustainability reporting requirements (including climate) will apply to certain European Union entities on a staged basis from 2024 and to their non-European Union parent undertakings from 2028.

We believe these reporting requirements could increase our reporting and compliance costs.

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For example, we have developed the filtration intelligence technology (FIT) system, which embeds sensors and software within the filtration equipment system designed to optimize filtration maintenance and monitor equipment health.

In addition, we provide opportunities for remote working to our employees, which may pose additional information

technology risks.

In addition, we provide opportunities for remote working to our employees, which may pose additional information technology risks.

The impact of a significant information technology event on either our information technology environment or our products could negatively affect the performance of our products, our reputation, and competitive position.

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These threats could result in unauthorized access, use, modification, disclosure, loss or theft of information, including intellectual property, costly investigations, remediation efforts, notification requirements, privacy or data protection-related compliance obligations, legal claims or proceedings, government enforcement actions, civil or criminal penalties, fines, diversion of management attention, operational changes or other response measures, loss of customer confidence in our security measures, loss of business partners, and negative publicity that could adversely affect our brand, reputation, business, financial condition, results of operations or cash flows.

Our cyber insurance policies may not cover, or may cover only a portion of, any potential claims related to such events or may not be adequate to indemnify us for all or any portion of liabilities that may be imposed or defense costs incurred.

imposed or defense costs incurred.

We also cannot be certain that we will be able to maintain insurance coverage, on acceptable terms or in amounts sufficient to cover the potentially significant losses that may result from a security incident or breach, or that the insurer will not deny coverage of any future claim.

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A number of our operations depend on information technology infrastructure and assets that are increasing in complexity, which are undergoing changes as a result of the Separation .

In order to support the new business processes under the terms of our transition services agreement with Cummins, we have made significant configuration, process and data changes within many of the information technology systems that we use.

If our information technology systems and processes are not sufficient to support our business and financial reporting functions, or if we fail to properly implement our new business processes, manufacturing, shipping, invoicing or other critical operating activities may be interrupted or negatively affected, and our financial reporting may be delayed or inaccurate and, as a result, our business, financial condition, results of operations or cash flows may be materially adversely affected.

Even if we are able to successfully configure and change our systems, all technology systems, even with implementation of security measures, are vulnerable to disability, failures or unauthorized access.

In order to support the new business processes under the terms of our transition services agreement with Cummins, we made significant configuration, process and data changes within many of the information technology systems that we use.

If our information technology systems and processes were not sufficient to support our business and financial reporting functions, or if we failed to properly implement our new business processes, manufacturing, shipping, invoicing or other critical operating activities may be interrupted or negatively affected, and our financial reporting may be delayed or inaccurate and, as a result, our business, financial condition, results of operations or cash flows may be materially adversely affected.

Even if we were able to successfully configure and change our systems, all technology systems, even with implementation of security measures, are vulnerable to disability, failures or unauthorized access.

If our information technology systems were to fail or be breached, this could materially adversely affect our reputation and our ability to perform critical business functions, and sensitive and confidential data could be compromised.

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dollar and other currencies have had, and will continue to have, an impact on our business, financial condition, results of operations or cash flows.

For example, 39% of our net sales in 2024 were denominated in a currency other than the U.S.

For example, 37% o f our net sales in 2025 were denominated in a currency other than the U.S.

Additionally, the appreciation of the U.S.

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Goodwill amounted to approximately $84.7 million as of December 31, 2025.

As required under current accounting rules, we assess goodwill for impairment at least annually and whenever changes in circumstances

indicate that the carrying amount may not be recoverable from estimated future cash flows.

As required under current accounting rules, we assess goodwill for impairment at least annually and whenever changes in circumstances indicate that the carrying amount may not be recoverable from estimated future cash flows.

As of December 31, 2025, management has deemed there is no impairment of our recorded goodwill.

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Risks Related to Macroeconomic and Geopolitical Conditions

Increased tariffs or the imposition of other barriers to international trade could impact demand for our products and our competitive position.

Increased tariffs or the imposition of other barriers to international trade could impact the cost of our products, demand for our products and our competitive position.

Changes to trade protection measures and import or export licensing requirements;

the imposition of new, additional, or retaliatory tariffs, quotas, exchange controls, sanctions, trade barriers or other restrictions (including recent U.S.

tariffs imposed or threatened to be imposed by the current U.S presidential administration on China, Canada and Mexico and other countries and any retaliatory actions taken by such countries);

and the withdrawal from or modification of trade agreements or the negotiation of new trade agreements, in countries where we operate, particularly in Mexico, Canada, China, and India, could impact the cost of our products, demand for our products and the competitive position of our products.

the imposition of new, additional, or retaliatory tariffs, quotas, exchange controls, sanctions, trade barriers or other restrictions;

and the withdrawal from or modification of trade agreements or the negotiation of new trade agreements, in countries

where we operate, particularly in Mexico, Canada, China, and India, could impact the cost of our products, demand for our products and the competitive position of our products.

Our largest global manufacturing facility is in San Luis Potosi, Mexico, and it supplies products to our U.S.

and global markets.

There can be no assurance that the consequences of these actions, given our global operations, will not have a material adverse effect upon our business, financial condition, results of operations or cash flows.

For example, since February 2025, the U.S.

presidential administration has announced new and substantial tariff increases on imports to the United States from China, Mexico, Canada and India.

Since then, various modifications and delays to these tariffs have been implemented, with further changes anticipated.

These modifications include additional sector-specific tariffs or other measures.

These actions have prompted a variety of tariff responses by countries, which have the potential to affect our business.

Several tariff announcements have been followed by announcements of temporary pauses and limited exemptions, such as the temporary exemption for goods that enter the U.S.

as qualifying goods under the United States-Mexico-Canada Agreement (“USMCA”), for which the majority of our products from Mexico for the U.S.

market are certified compliant, or expected to be certified compliant.

These temporary exemptions, including those we are availing ourselves to under the USMCA, may be reduced or eliminated in the future.

The ongoing trade disputes associated with these tariff measures and the potential escalation of trade disputes would pose a significant risk to our business and would affect our revenue and cost of goods sold.

For instance, we have raised the prices of certain of our products in response to cost increases we have incurred on purchases of finished and other goods and some raw materials due to tariffs.

The extent and duration of the tariffs and the resulting impact on general economic conditions and our business are uncertain and depend on various factors, such as negotiations between the U.S.

and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets.

Further, actions we take to adapt to new tariffs or trade restrictions, including raising the prices of our products or shifting supply sourcing or production locations, may cause us to modify our operations, lose customers, experience increased costs, or forgo business opportunities.

Political, economic and social uncertainty in geographies where we have significant operations or large offerings of our products could significantly change the dynamics of our competition, customer and end-user base and product offerings and impact our growth opportunities globally.

Our business is subject to the political, economic and other risks that are inherent in operating in numerous countries, including:

• public health crises, including the spread of a contagious disease, such as COVID-19 and other catastrophic events;

• public health crises, including the spread of a contagious disease and other catastrophic events;

• the difficulty of enforcing agreements and collecting receivables through foreign legal systems;

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Our business is sensitive to global macroeconomic conditions.

Future macroeconomic downturns may have an adverse effect on our business, financial condition, results of operations or cash flows, as well as on our distributors, customers, end-users and suppliers, and on activity in many of the industries and markets we serve.

Among the economic factors which may have such an effect are:

public health crises such as pandemics and epidemics, currency exchange rates, difficulties entering new markets, tariffs and governmental trade and

monetary policies, and general economic conditions such as inflation, deflation, interest rates and credit availability.

public health crises such as pandemics and epidemics, currency exchange rates, difficulties entering new markets, tariffs and governmental trade and monetary policies, and general economic conditions such as inflation, deflation, interest rates and credit availability.

In addition, we face several risks associated with international business and are subject to global events beyond our control, including war, trade disputes, economic sanctions, trade wars and their collateral impacts and other international events.

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Risks Related to our Relationship with Cummins

We, or Cummins, may fail to perform under various transaction agreements that were executed as part of the IPO or we may fail to have necessary systems and services in place when certain of the transaction agreements expire.

The separation agreement and other agreements entered into in connection with the IPO determined the allocation of assets and liabilities between Cummins and us following the IPO for those respective areas and include certain indemnifications related to liabilities and obligations.

The transition services agreement provides for the performance of certain services by Cummins and us for the benefit of the other for a period of time after the IPO.

We, or Cummins, may fail to perform under various transaction agreements that were executed as part of the IPO.

The separation agreement and other agreements executed in connection with the IPO determined the allocation of assets and liabilities between Cummins and us following the IPO for those respective areas and include certain indemnifications related to liabilities and obligations.

We will rely on Cummins to satisfy Cummins’ performance and payment obligations under these agreements.

If Cummins is unable to satisfy its obligations under these agreements, including its indemnification obligations, we could incur operational difficulties or losses.

If we do not have in place our own systems and services, or if we do not have agreements with other providers of these services once certain transaction agreements expire, we may not be able to operate our businesses effectively and our business, financial condition, results of operations or cash flows could be materially adversely affected.

We are in the process of creating our own, or engaging third parties to provide, systems and services to replace many of the systems and services that Cummins currently provides to us.

However, we may not be successful in implementing these systems and services or in transitioning data from Cummins’ systems to us.

In addition, we have historically received certain informal support from Cummins, including customer relationship management, marketing, communications, technical support, market intelligence and market data, which may not be addressed in our transition services agreement.

The level of this informal support may be eliminated following the Separation.

In particular, our day-to-day business operations rely on our information technology systems.

A significant portion of the communications among our personnel, customers and suppliers take place on our information technology platforms.

We expect the separation of information technology systems from Cummins to be complex, time-consuming and costly.

There is risk of data loss in the process of transferring information technology.

As a result of our reliance on information technology systems, the cost of such information technology integration and transfer and any such loss of key data could have an adverse effect on our business, financial condition, results of operations or cash flows.

In addition, our historical consolidated financial statements include the attribution of certain assets and liabilities that historically have been held at the Cummins corporate level but which are specifically identifiable or attributable to the businesses transferred to us in connection with the Separation.

The value of the assets and liabilities we assumed in connection with the Separation could ultimately be materially different than such attributions, which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Potential indemnification liabilities to Cummins pursuant to the separation agreement could materially and adversely affect our businesses, financial condition, results of operations and cash flows.

The separation agreement, among other things, provides for indemnification obligations designed to make us financially responsible for liabilities that may exist relating to our business activities, whether incurred prior to or after the Separation.

If we are required to indemnify Cummins under the circumstances set forth in the separation agreement, we may be subject to substantial liabilities.

In connection with the Separation, Cummins has indemnified us for certain liabilities.

However, there can be no assurance that the indemnity will be sufficient to insure us against the full amount of such

liabilities, or that Cummins’ ability to satisfy its indemnification obligation will not be impaired in the future.

Pursuant to the separation agreement and certain other agreements with Cummins, Cummins agreed to indemnify us for certain liabilities as discussed further in “ Agreements Between Cummins and Atmus and Other Related Party Transactions — Relationship between Atmus and Cummins — Separation Agreement — Release of Claims and Indemnification .” However, third parties could also seek to hold us responsible for any of the liabilities that Cummins has agreed to retain, and there can be no assurance that the indemnity from Cummins will be sufficient to protect us against the full amount of such liabilities, or that Cummins will be able to fully satisfy its indemnification obligations.

In addition, Cummins’ insurance will not necessarily be available to us for liabilities associated with occurrences of indemnified liabilities prior to the IPO, and in any event Cummins’ insurers may deny coverage to us for liabilities associated with certain occurrences of indemnified liabilities prior to the IPO.

Moreover, even if we ultimately succeed in recovering from Cummins or such insurance providers any amounts for which we are held liable, we may be temporarily required to bear these losses.

Each of these risks could negatively affect our business, financial condition, results of operations or cash flows.

If Cummins is unable to satisfy its obligations under these agreements, including its indemnification obligations, we could incur operational difficulties or losses that could have an adverse effect on our business, financial condition, results of operations or cash flows.

We may have received better terms from unaffiliated third parties than the terms we received in our agreements with Cummins.

The agreements we entered with Cummins in connection with the separation, including the separation agreement, transition services agreement, employee matters agreement, tax matters agreement, intellectual property license agreement, first-fit supply agreement, aftermarket supply agreement, transitional trademark license agreement and the registration rights agreement, were prepared in the context of our separation from Cummins while we were still a wholly-owned subsidiary of Cummins.

The agreements we entered with Cummins in connection with the separation, including the employee matters agreement, tax matters agreement, intellectual property license agreement, first-fit supply agreement, aftermarket supply agreement, and transitional trademark license agreement, were prepared in the context of our separation from Cummins while we were still a wholly-owned subsidiary of Cummins.

Accordingly, during the period in which the terms of those agreements were prepared, we did not have an independent board of directors or a management team that was independent of Cummins.

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If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, alter our dividend policy, seek additional debt or equity capital or restructure or refinance our indebtedness.

We may not be able to affect any such alternative measures on

commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations.

We may not be able to affect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations.

The instruments that will govern our indebtedness may restrict our ability to dispose of assets and may restrict the use of proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due.

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In connection with the revolving credit facility and term loan, we signed a pledge and security agreement, whereby all of our assets, subject to certain exceptions, are pledged as collateral to secure borrowings thereunder.

If we default on our obligations under such facilities, the lenders may have the right to foreclose upon and sell, or otherwise transfer, the collateral subject to their security interests or their superior claim.

If we default on our obligations under such facilities, the lenders may have the right to foreclose

upon and sell, or otherwise transfer, the collateral subject to their security interests or their superior claim.

In such event, we may be forced to sell our investments to raise funds to repay our outstanding borrowings in order to avoid foreclosure and these forced sales may be at times and at prices we would not consider advantageous.

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Repurchases pursuant to our stock repurchase program could affect our stock price and the existence of our stock repurchase program could also cause our stock price to be higher than it would be in the absence of such a program.

There can be no assurance that any stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares of common stock.

There can be no assurance that any stock repurchases will enhance shareholder value because the market price of our common stock may decline below the levels at which we repurchased shares of common stock.

We cannot guarantee the payment of dividends on our common stock, or the timing, or amount of any such dividends.

We have no obligation to continue paying a quarterly cash dividend to holders of our common stock, and our dividend policy may change at any time without notice to our stockholders.

The payment of any dividends in the future to our stockholders, and the timing and amount thereof, will fall within the discretion of our board of directors.

Our board of directors’ decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in the agreements governing our indebtedness, general economic business conditions, industry practice, legal requirements and other factors that our board of directors may deem relevant.

We have no obligation to continue paying a quarterly cash dividend to holders of our common stock, and our dividend policy may change at any time without notice to our shareholders.

The payment of any dividends in the future to our shareholders, and the timing and amount thereof, will fall within the discretion of our board of directors.

the agreements governing our indebtedness, general economic business conditions, industry practice, legal requirements and other factors that our board of directors may deem relevant.

Our ability to pay dividends will depend on our ongoing ability to generate cash from operations and on our access to the capital markets.

We cannot assure you that we will pay our anticipated dividend in the same amount or frequency, or at all, in the future.

Applicable laws and regulations, provisions of our amended and restated certificate of incorporation and bylaws and certain contractual rights granted to Cummins may discourage takeover attempts and business combinations that shareholders might consider in their best interests.

Applicable laws, provisions of our amended and restated certificate of incorporation and bylaws and certain contractual provisions under the separation agreement that may delay, deter, prevent or render more difficult a takeover attempt that our shareholders might consider in their best interests.

Applicable laws and regulations and provisions of our Charter and Bylaws may discourage takeover attempts and business combinations that shareholders might consider in their best interests.

Applicable laws and provisions of our Charter and Bylaws may delay, deter, prevent or render more difficult a takeover attempt that our shareholders might consider in their best interests.

For example, they may prevent our shareholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context.

Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future.

Our amended and restated certificate of incorporation and bylaws provide provisions that are intended to encourage prospective acquirers to negotiate with our board of directors and management team, rather than to attempt a hostile takeover, which could deter coercive takeover practices and inadequate takeover bids.

Our Charter and Bylaws provide provisions that are intended to encourage prospective acquirers to negotiate with our board of directors and management team, rather than to attempt a hostile takeover, which could deter coercive takeover practices and inadequate takeover bids.

These provisions provide for:

• a classified board of directors, with our board of directors divided into three classes and with each class serving a staggered three-year term;

• advance notice requirements regarding how our shareholders may present proposals or nominate directors for election at shareholder meetings;

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• the inability of shareholders to call special meetings of shareholders and the requirement that all shareholder action be taken at a meeting rather than by written consent.

• our directors may be removed only for cause and only by a 75% shareholder vote;

• a 75% shareholder vote requirement to amend the section of our amended and restated certificate of incorporation and bylaws related to (i) our board of directors, including related to our classified board of directors and the removal of directors only for cause;

(ii) our shareholders, including related to the inability of shareholders to call special meetings of shareholders and the inability of shareholders to act by written consent;

and (iii) the ability of our board of directors and our shareholders to amend or repeal our bylaws.

Under the tax matters agreement with Cummins, we are subject to certain restrictions, including restrictions on our ability to enter into acquisition, merger, liquidation, sale and stock redemption transactions with respect to our stock.

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These limitations may adversely affect the prevailing market price and market for our Common Stock if they are viewed as limiting the liquidity of our stock or discouraging takeover attempts in the future.

The provision of our amended and restated certificate of incorporation designating the Court of Chancery in the State of Delaware and the federal district courts for the District of Delaware as the exclusive forums for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, to the extent permitted by law, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for:

(i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of us to us or our shareholders, (iii) any action arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our bylaws or (iv) any action asserting a claim governed by the internal affairs

The provision of our Charter designating the Court of Chancery in the State of Delaware and the federal district courts for the District of Delaware as the exclusive forums for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

Our Charter provides that, unless we consent in writing to the selection of an alternative forum, to the extent permitted by law, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for:

(i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of us to us or our shareholders, (iii) any action arising pursuant to any provision of the DGCL, our Charter or our Bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine.

It further provides that, unless we consent in writing to the selection of an alternative forum, to the extent permitted by law, the federal district courts of the U.S.

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The exclusive forum clauses described above shall not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other claim for which the federal courts have exclusive jurisdiction.

Any person or entity purchasing or otherwise acquiring any interest in shares of our common stock will be deemed to have notice of, and consented to, the exclusive forum provisions in our amended and restated certificate of incorporation.

Any person or entity purchasing or

otherwise acquiring any interest in shares of our common stock will be deemed to have notice of, and consented to, the exclusive forum provisions in our Charter.

Although we believe these provisions benefit us by providing increased consistency in the application of applicable law in the types of lawsuits to which they apply, the provisions may have the effect of discouraging lawsuits against our directors and officers and may limit a shareholder’s ability to bring a claim in a judicial forum it finds favorable for disputes with us or our directors, officers or employees.

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In addition, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

It is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in such action.

It is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our Charter to be inapplicable or unenforceable in such action.

If so, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition, results of operations or cash flows.

Our historical consolidated financial statements are not necessarily representative of the results we would have achieved as a standalone company and may not be a reliable indicator of our future results.

Our historical consolidated financial statements included in this Annual Report on Form 10-K do not reflect the financial condition, results of operations or cash flows we would have achieved as a standalone company during the periods presented or those it will achieve in the future.

This is primarily the result of the following factors:

• Prior to the Separation, our business was operated by Cummins as part of its broader corporate organization, rather than as an independent, publicly traded company.

Cummins or one of its affiliates performed various corporate functions that are provided on a centralized basis within Cummins, such as expenses for executive oversight, treasury, legal, finance, human resources, tax, internal audit, financial reporting, information technology and investor relations that may be higher or lower than the comparable expenses we would have actually incurred, or will incur in the future, as a standalone company;

• Significant increases have occurred in our cost structure as a result of the IPO, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act;

• Our historical consolidated financial statements reflect the direct and indirect costs for the services historically provided by Cummins.

Following the completion of the IPO, Cummins currently provides some of these services to us on a transitional basis pursuant to the Transition Services Agreement.

Our historical consolidated financial statements do not reflect our obligations under the various transitional agreements we entered into with Cummins in connection with the Separation.

At the end of the transitional periods specified in these agreements, we will need to perform these functions ourselves or hire third parties to perform these functions on our behalf, and these costs may exceed the comparable expenses we have incurred in the past;

• Our working capital requirements and capital expenditures have historically been satisfied as part of Cummins’ corporate-wide cash management and centralized funding programs, and Atmus’ cost of debt and other capital may differ from the historical amounts reflected in Atmus’ historical consolidated financial statements;

• Our cost of debt and capital structure will be different from that reflected in our historical consolidated financial statements;

• The IPO and the Separation may have a material effect on our customers and other business relationships, including supplier relationships, and may result in the loss of preferred pricing available by virtue of our reduced relationship with Cummins.

Our financial condition and future results of operations will be materially different from amounts reflected in our historical consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

As a result of the Separation, it may be difficult for investors to compare our future results to historical results or to evaluate our relative performance or trends in our business.

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 1A. Risk Factors