What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-13 compared with 2025-02-21 · 161 added, 87 removed, 849 unchanged (23% of the section changed)

40 unchanged sentences

Revenue Recognition

As described in Notes 3 and 4 to the consolidated financial statements, the Company sells to customers either through long-term arrangements or standalone purchase orders.

As described in Notes 3 and 4 to the consolidated financial statements, for the year ended December 31, 2025, the Company’s net sales were $1,764.3 million.

The Company sells to customers either through long-term arrangements or standalone purchase orders.

The Company’s long-term arrangements generally do not include committed volumes until underlying purchase orders are issued.

Typically, revenue is recognized on the products the Company sells at a point in time, in accordance with shipping terms or other contractual arrangements.

For the year ended December 31, 2024, the Company’s net sales were $1,669.6 million.

The principal consideration for our determination that performing procedures relating to revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.

1 unchanged sentence

These procedures included testing the effectiveness of controls relating to the revenue recognition process.

These procedures also included, among others, (i) testing revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as purchase orders, invoices, shipping documentation, and subsequent cash receipts, and (ii) confirming a sample of outstanding customer invoice balances as of December 31, 2024 and, for confirmations not returned, obtaining and inspecting source documents, such as subsequent cash receipts or shipping documentation.

These procedures also included, among others (i) testing certain revenue transactions by developing an independent expectation of revenue and comparing the independent expectation to the amount recorded, and testing the completeness and accuracy of certain data provided by management;

(ii) testing certain revenue transactions, on a sample basis, by obtaining and inspecting source documents, such as purchase orders, invoices, shipping documentation, and subsequent cash receipts;

and (iii) confirming, on a sample basis, outstanding customer invoice balances as of December 31, 2025 and, for confirmations not returned, obtaining and inspecting source documents, such as purchase orders, invoices, shipping documentation, and subsequent cash receipts.

/s/ PricewaterhouseCoopers LLP

7 unchanged sentences

dollars, except per share data)

For the Years Ended

For the Years Ended December 31,

2025 2024 2023

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(in millions of U.S.

For the Years Ended

For the Years Ended December 31,

2025 2024 2023

1 unchanged sentence

Other comprehensive income (loss), net of tax

Change in pension and other postretirement defined benefit plans 0.5 ( 1.0 ) 2.4

Foreign currency translation adjustments 12.3 ( 23.3 ) 0.6

Total other comprehensive loss, net of tax $ ( 22.8 ) $ ( 0.4 ) $ ( 14.2 )

Change in pension and other postretirement defined benefit plans ( 1.3 ) 0.5 ( 1.0 )

Unrealized loss on derivatives ( 0.1 ) —

Total other comprehensive income (loss), net of tax 10.9 ( 22.8 ) ( 0.4 )

COMPREHENSIVE INCOME $ 218.3 $ 162.8 $ 170.9

6 unchanged sentences

Cash and cash equivalents $ 236.4 $ 184.3

Accounts and notes receivable, net 254.2 246.8

Trade and other receivables, net 320.1 254.2

Inventories 282.3 266.6

21 unchanged sentences

Accumulated other comprehensive loss ( 68.1 ) ( 79.0 )

Treasury stock, at cost ( 537,643 shares at December 31, 2024 and no shares at December 31, 2023)

Treasury stock, at cost ( 1,995,964 shares at December 31, 2025 and 537,643 shares at December 31, 2024)

( 80.7 ) ( 20.0 )

TOTAL EQUITY 378.5 227.4

13 unchanged sentences

Share-based compensation 12.4 11.9 7.2

Impairment charges - Long-lived assets 8.4 — —

Foreign currency remeasurement and transaction exposure ( 3.9 ) ( 3.6 ) ( 4.5 )

11 unchanged sentences

Net cash used in investing activities ( 53.9 ) ( 48.6 ) ( 45.8 )

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

Long-term debt proceeds — — 650.0

21 unchanged sentences

Loss Treasury Stock Total Equity

Balance at December 31, 2021 $ — $ 469.2 $ — $ — $ ( 41.6 ) $ — $ 427.6

Net income — 170.4 — — — — 170.4

Other comprehensive income, net of tax — — — — ( 14.2 ) — ( 14.2 )

Net transfers (to) from Parent — ( 128.2 ) — — — — ( 128.2 )

Balances at December 31, 2022 $ — $ 511.4 $ — $ — $ ( 55.8 ) $ — $ 455.6

11 unchanged sentences

Balances at December 31, 2024 $ — $ — $ 61.9 $ 264.5 $ ( 79.0 ) $ ( 20.0 ) $ 227.4

Net income — — — 207.4 — — 207.4

Other comprehensive income, net of tax — — — — 10.9 — 10.9

Share-based awards — — 10.8 — — — 10.8

Common stock repurchased — — — — — ( 60.7 ) ( 60.7 )

Cash dividends declared ($ 0.21 per share)

— — — ( 17.3 ) — — ( 17.3 )

Balances at December 31, 2025 $ — $ — $ 72.7 $ 454.6 $ ( 68.1 ) $ ( 80.7 ) $ 378.5

ATMUS FILTRATION TECHNOLOGIES INC.

57 unchanged sentences

Periods Post Full Separation

Following Full Separation, Cummins will continue to provide certain services to Atmus under the transition services agreement.

The transition services agreement relates primarily to administrative services, which are expected to be completed by August 2025.

Atmus will continue to pay Cummins mutually agreed upon fees for these services.

Following Full Separation, Cummins continued to provide certain services to Atmus under the transition services agreement.

The transition services agreement related primarily to administrative services, which were provided through September 2025.

Atmus paid Cummins mutually agreed upon fees for these services.

Post Full Separation, Cummins is no longer considered a related party and activity post March 18, 2024, between Atmus and Cummins has been treated as arm’s-length transactions.

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dollar is the functional currency, including those operating in highly inflationary economies when applicable, we remeasure non-monetary balances and the related income statement amounts using historical exchange rates.

We include the resulting gains an d losses in net income, including the effect of derivatives in our Consolidated Statements of Net Income, which combined with transaction gains (losses) amounted to $ 2.8 million, $( 3.3 ) million and $ 0.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.

We include the resulting gains an d losses in net income, including the effect of derivatives in our Consolidated Statements of Net Income, which combined with transaction (losses) gains amounted to $( 4.6 ) million, $ 2.8 million and $( 3.3 ) million for the years ended December 31, 2025, 2024 and 2023, respectively.

Income Tax Accounting

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Examples of such items include net operating losses, tax credits carry forwards and valuation allowances, which may exist in the standalone financial statements but not in the Parent’s Consolidated Financial Statements.

The international tax framework introduced by the Organization for Economic Co-operation and Development under its Pillar Two initiative includes a global minimum tax of 15 percent.

Legislation adopting these provisions has been enacted in certain jurisdictions where the Company operates and is effective for the Company's 2024 fiscal year.

The Company has assessed this legislation and the Pillar Two provisions do not have a material impact on the Company’s tax expense.

The international tax framework introduced by the Organization for Economic Co-operation (“OECD”) and Development under its Pillar Two initiative includes a global minimum tax of 15 percent.

Legislation adopting these provisions has been enacted in certain jurisdictions where the Company operates and was effective for the Company's 2025 fiscal year.

The Company has assessed this legislation and does not anticipate any incremental taxes for the 2025 tax year.

In January 2026, the OECD released administrative guidance establishing a ‘Side-by-Side’ safe harbor for eligible U.S.-headquartered multinational groups, effective for fiscal years beginning on or after January 1, 2026.

If elected, this safe harbor generally reduces Pillar Two top-up tax exposure under the Income Inclusion Rule and Undertaxed Profits Rule to zero, while Qualified Domestic Minimum Top-up Taxes in jurisdictions where we operate may continue to apply.

The Company continues to monitor and evaluate ”the ‘Side-by-Side’ safe harbor and, where appropriate, expect to leverage applicable safe harbor provisions beginning with the fiscal year starting on or January 1, 2026.

On July 4, 2025, the On Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provision of the Tax Cut and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and

others implemented through 2027.

The Company has evaluated the OBBBA and reflected its impact on the consolidated financial statements.

We will continue to evaluate the full impact of these legislative changes as additional guidance become available.

A more complete description of our income taxes and the future benefits of our net operating loss and credit carryforwards is disclosed in Note 6, Income Taxes .

3 unchanged sentences

Cash and cash equivalents are carried at cost, which approximates fair value.

Accounts Receivable and Allowance for Doubtful Accounts

Trade and Other Accounts Receivable

Trade accounts receivable represent amounts billed to customers and not yet collected or amounts that have been earned but may not be billed until the passage of time and are recorded when the right to consideration becomes unconditional.

Trade accounts receivable are recorded at the invoiced amount, which approximates net realizable value and generally do not bear interest.

Other receivables primarily represent Value-added tax (“VAT”) receivables.

Atmus’ purchases, sales and intercompany transfers of goods are subject to VAT.

We offset qualified VAT payments to suppliers against our output VAT liabilities.

We believe we are entitled to the full VAT amount and that it will be received.

The VAT receivable balances were $ 41.2 million and $ 19.3 million at December 31, 2025 and 2024, respectively.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is our best estimate of the amount of expected credit losses in our existing accounts receivable.

26 unchanged sentences

Any changes to the assumptions and estimates resulting from changes in actual results or market conditions from those anticipated may affect the carrying value of long-lived assets and could result in a future impairment charge.

During the year ended December 31, 2025, we recognized impairment charges totaling $ 8.4 million on idled machinery, equipment, and fixtures.

The impairment charges are reflected in the Consolidated Financial Statements as a component of Other operating expense, net.

We determine if an arrangement contains a lease in whole or in part at the inception of the contract.

2 unchanged sentences

As most of our leases do not provide the information required to determine the implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

This rate is determined considering

factors such as the lease term, our credit standing and the economic environment of the location of the lease.

This rate is determined considering factors such as the lease term, our credit standing and the economic environment of the location of the lease.

We use the implicit rate when readily determinable.

26 unchanged sentences

Our research, development and engineering programs are focused on product improvements, product extensions, innovations and cost reductions for our customers.

Research, development and engineering expenditures include salaries, contractor fe es, building costs, utilities, testing, technical IT, administrative

expenses and allocation of corporate costs and are expensed, net of contract reimbursements, when incurred.

Research, development and engineering expenditures include salaries, contractor fe es, building costs, utilities, testing, technical IT, administrative expenses and allocation of corporate costs and are expensed, net of contract reimbursements, when incurred.

Research, development and engineering expenses were $ 40.7 million , $ 40.6 million and $ 42.5 million for t he years ended December 31, 2025, 2024 and 2023, respectively.

11 unchanged sentences

The chief operating decision maker assesses performance for our business and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income and is regularly provided with consolidated expense information from the income statement.

All expense categories reported within the consolidated income statement are significant expenses.

The measurement of business assets is reported on the balance sheet as total consolidated assets.

The chief operating decision maker uses net income predominately in the annual budget and forecasting process.

The chief operating decision maker considers budget-to-actual in deciding whether to reinvest profit into the operating segment or for other entity initiatives, such as acquisitions, paying dividends, or share repurchases.

The chief operating decision maker also uses the profit or loss measure for determining compensation of certain employees.

21 unchanged sentences

These items have been included as supplemental information to the Consolidated Statements of Cash Flows.

Recent Accounting Pronouncements

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”).

The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.

The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements.

We adopted this standard in the fourth quarter of 2024 and it did not have a material impact on our disclosures and no impacts to our results of operations, cash flows and financial condition.

Recently Adopted Accounting Standards

Income Taxes (Topic 740):

3 unchanged sentences

Improvements to Income Tax Disclosures, that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid.

The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities.

The new standard also

eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities.

The guidance is effective for our fiscal year ending December 31, 2025, with early adoption permitted.

The guidance does not affect recognition or measurement in our consolidated financial statements.

We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows and financial condition.

We adopted this standard in the fourth quarter of 2025 on a prospective basis and it did not have a material impacts to our results of operations, cash flows and financial condition.

Recent Accounting Pronouncements Not Yet Adopted

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

2 unchanged sentences

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement

Expenses, which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the consolidated financial statements.

Disaggregation of Income Statement Expenses, which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the consolidated financial statements.

The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027.

2 unchanged sentences

We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal Use-Software

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Targeted Improvement to the Accounting for Internal-Use Software, which modernizes the accounting for software costs that are accounted for under ASC 350-40, Intangibles - Goodwill and Other Internal Use-Software.

The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods.

The guidance can be applied on a prospective basis, a modified basis, a modified basis for in-process projects or on retrospective basis.

We are assessing the effect of this update on our consolidated financial statements and related disclosures.

Derivatives and Hedging (Topic 815) - Hedge Accounting Improvement

In November 2025, the FASB issued ASU No.

2025-09, Derivatives and Hedging (Topic 815) - Hedge Accounting Improvements, to better portray the economic results of an entity’s risk management activities in its financial statements and to make certain targeted improvements to simplify the application of the hedge accounting guidance.

The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods.

The guidance should be applied on a prospective basis for all hedging relationships.

We are assessing the effect of this update on our consolidated financial statements and related disclosures.

REVENUE FROM CONTRACTS WITH CUSTOMERS

48 unchanged sentences

— Shanghai Fleetguard Filter Co.

is a limited liability company (Sinoforeign joint venture) incorporated in Shanghai of the People’s Republic of China on April 27, 1994 by Dongfeng Motor Parts and Components Group Co., Ltd.

is a limited liability company (Sinoforeign joint venture) incorporated in Shanghai of the People’s Republic of China on

April 27, 1994 by Dongfeng Motor Parts and Components Group Co., Ltd.

and Cummins (China) Investment Co.

34 unchanged sentences

Income before income taxes $ 266.2 $ 234.8 $ 226.4

(1) The change in the mix of earnings between U.S.

and foreign operations from 2022 to 2023 primarily relates to a legal entity restructuring implemented in anticipation of the IPO and the Separation.

Income tax expense (benefit) consisted of the following:

8 unchanged sentences

Income tax expense $ 58.8 $ 49.2 $ 55.1

Total income taxes paid were approximately $ 66.9 million, $ 41.3 million and $ 20.3 million in 2024, 2023 and 2022, respectively.

The Company adopted ASU 2023-09 on a prospective basis as of January 1, 2025.

A reconciliation of the statutory U.S.

federal income tax rate to the effective tax rate was as follows:

Years ended December 31,

federal income tax rate beginning with a computed income tax expense amount calculated by applying income before income taxes to the US Federal income tax rate to the effective tax rate and income tax expense amount was as follow:

Year ended December 31, 2025

(in millions)

Federal Statutory Tax Rate

$ 55.9 21.0 %

Domestic Federal

Cross-Border Tax Laws

Other 0.9 0.3 %

Research Credits

( 1.6 ) ( 0.6 ) %

Changes in valuation allowances

( 1.8 ) ( 0.7 ) %

State and Local Income Taxes, Net of Federal Income Tax Effect (1)

Foreign Tax Effects

Equity in Earnings - Joint Ventures ( 4.4 ) ( 1.7 ) %

Withholding Taxes 2.9 1.1 %

Other ( 0.1 ) — %

Changes in valuation allowances ( 3.1 ) ( 1.2 ) %

Other ( 0.5 ) ( 0.2 ) %

Other foreign jurisdictions 5.8 2.3 %

Worldwide changes in unrecognized tax benefits

Effective Tax Rate

$ 58.8 22.1 %

(1) The states that contribute to the majority (greater than 50%) of the tax effect in this category include California, Illinois, Indiana, Kentucky, Pennsylvania, and Tennessee.

A reconciliation of the statutory U.S.

federal income tax rate to the effective tax rate for the periods before the adoption of the ASU 2023-09 was as follows:

Years ended December 31,

Statutory U.S.

9 unchanged sentences

Our effective tax rate for 2025 was 22.1 %, compared to 21.0 % for 2024 and 24.3 % for 2023.

The decrease in the effective tax rate was driven by a favorable change in the mix of earnings among tax jurisdictions and discrete tax items related to US and foreign tax return filings.

The increase in the effective tax rate from 2024 to 2025 was driven by unfavorable changes in the mix of earnings and lower U.S.

credits and incentives following cash tax planning around recent U.S.

tax law changes, partially offset by a valuation allowance release on foreign deferred tax assets.

At December 31, 2025, $ 181.3 million of non-U.S.

18 unchanged sentences

Unremitted income of foreign subsidiaries and joint ventures 17.0 16.2

Employee benefit plans — 0.7

Lease assets 9.8 9.8

2 unchanged sentences

Net deferred tax assets $ 0.9 $ 16.9

$ 16.9 $ 12.8

Our foreign carryforward benefits as of December 31, 2025 may be carried forward indefinitely, subject to certain utilization limitations.

8 unchanged sentences

Balance at end of year $ 6.7 $ 8.5 $ 3.7

(1) Pursuant to the Separation Agreement, includes certain assets and liabilities, including deferred tax assets, and corresponding valuation allowances which were retained by Cummins.

In addition, includes impact of currency changes and the expiration of net operating losses for which a full valuation allowance was recorded.

(1) Pursuant to the Separation Agreement, includes certain assets and liabilities, including deferred tax assets, and corresponding valuation allowances which were retained by Cummins and includes the impact of currency changes and the expiration of net operating losses for which a full valuation allowance was recorded.

Our Consolidated Balance Sheets contain the following tax related items:

11 unchanged sentences

Additions to current year tax positions 0.4 0.2 0.2

Additions to prior years’ tax positions — — —

Reductions to prior years’ tax positions (1)

5 unchanged sentences

Audit outcomes and the timing of audit settlements are subject to significant uncertainty.

Although we believe that adequate provision has been made for such issues, there is the possibility that the ultimate

resolution of such issues could have an adverse effect on our earnings.

Although we believe that adequate provision has been made for such issues, there is the possibility that the ultimate resolution of such issues could have an adverse effect on our earnings.

Conversely, if these issues are resolved favorably in the future, the related provision would be reduced, thus having a positive impact on earnings.

4 unchanged sentences

federal, major state and foreign jurisdictions are no longer subject to income tax assessments for years before 2020.

Total income taxes paid were as follows:

In millions Year ended December 31, 2025

federal $ 3.4

Total state taxes paid 5.1

Australia $ 4.5

Total foreign taxes paid $ 34.6

Total income taxes paid $ 43.1

Total income taxes paid were approximately $ 66.9 million and $ 41.3 million in 2024 and 2023, respectively.

Inventories are stated at the lower of cost or net realizable value.

20 unchanged sentences

These leases typically range in term from two years to three years and may contain renewal options.

Our leases generally do not contain variable lease payments other than (1) certain foreign real estate leases which have payments indexed to inflation and (2) certain real estate executory costs (such as taxes, insurance and maintenance), which are paid based on actual expenses incurred by the lessor during the year.

Our leases generally do not contain variable lease payments other than (1) certain foreign real estate leases which have payments indexed

to inflation and (2) certain real estate executory costs (such as taxes, insurance and maintenance), which are paid based on actual expenses incurred by the lessor during the year.

Our leases generally do not include residual value guarantees.

Our operating lease cost was $ 20.5 million, $ 15.7 million, and $ 10.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Our variable lease cost was $ 1.0 million for the year ended December 31, 2024 and was immaterial for the years December 31, 2023 and 2022.

Our variable lease cost was $ 0.8 million and $ 1.0 million for the years ended December 31, 2025 and 2024 and was immaterial for the year December 31, 2023 .

Our finance lease cost and short-term lease cost were immaterial for the years ended December 31, 2025, 2024 and 2023.

38 unchanged sentences

A tabular reconciliation of the product warranty liability, including accrued product campaigns, was as follows:

For the Years Ended December 31,

In millions 2025 2024 2023

17 unchanged sentences

Generally, U.S.

dollar-denominated loans bear interest at an adjusted term Secured Overnight Financing Rate (“SOFR”) (which

includes a 0.10 percent credit spread adjustment to SOFR) for the applicable interest period plus a rate ranging from 1.125 percent to 1.75 percent depending on Atmus’ net leverage ratio.

denominated loans bear interest at an adjusted term Secured Overnight Financing Rate (“SOFR”) (which includes a 0.10 percent credit spread adjustment to SOFR) for the applicable interest period plus a rate ranging from 1.125 percent to 1.75 percent depending on Atmus’ net leverage ratio.

As of December 31, 2025, $ 570.0 million has been drawn on the term loan and no amount was drawn on the revolving credit facility.

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Our credit lines available as of December 31, 2025 and December 31, 2024 include:

As of December 31, 2024

As of December 31, 2023

As of December 31, 2025 As of December 31, 2024

Facility Amount Borrowed Amount Facility Amount Borrowed Amount

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Germany ersorgungsordnung von October 1979

Japan Employee Retirement Allowance Plan

Mexico Pension Plan, Seniority Premium, Termination Indemnity

2 unchanged sentences

T he Company is subject to lawsuits and claims arising out of the ordinary course of its business.

The Company does not have any currently pending claims or litigation that the Company believes, individually or in the aggregate, will have a material adverse effect on its financial position, results of operations, cash flows, liquidity or capital resources.

Atmus carries various forms of commercial, property and casualty, product liability and other forms of insurance;

however, such insurance may not be applicable or adequate to cover the costs associated with a judgment against Atmus with respect to these lawsuits, claims and proceedings.

The Company does not have any currently pending lawsuits or claims that the Company believes, individually or in the aggregate, will have a material adverse effect on its financial position, results of operations, cash flows, liquidity or capital resources.

The Company carries various forms of commercial, property and casualty, product liability and other forms of insurance;

however, such insurance may not be applicable or adequate to cover the costs associated with a judgment against the Company with respect to these lawsuits, claims and proceedings.

While the Company believes it has established adequate accruals for our expected future liability with respect to pending lawsuits, claims and proceedings, where the nature and extent of any such liability can be reasonably estimated based upon presently available information, there can be no assurance that the final resolution of any existing or future lawsuits, claims or proceedings will not have a material adverse effect on Atmus’ business, results of operations, financial condition or cash flows.

11 unchanged sentences

Currency translation adjustments 12.3 ( 23.3 ) 0.6

Other comprehensive (loss) income, net

( 23.3 ) 0.6 ( 16.6 )

Other comprehensive income (loss), net 12.3 ( 23.3 ) 0.6

Balance at end of period ( 67.1 ) ( 79.4 ) ( 56.1 )

2 unchanged sentences

Change in pensions and other benefit plans ( 1.8 ) 0.6 ( 1.5 )

Tax (expense) benefit

( 0.1 ) 0.5 ( 0.7 )

Other comprehensive income (loss), net

0.5 ( 1.0 ) 2.4

Tax benefit/(expense) 0.5 ( 0.1 ) 0.5

Other comprehensive (loss) income, net ( 1.3 ) 0.5 ( 1.0 )

Balance at end of period ( 0.9 ) 0.4 ( 0.1 )

Unrealized loss on derivatives:

Balance at beginning of period $ — $ — $ —

Unrealized loss during period ( 0.1 ) — —

Other comprehensive loss, net ( 0.1 ) — —

Balance at end of period ( 0.1 ) — —

Accumulated other comprehensive loss:

Balance at beginning of period $ ( 79.0 ) $ ( 56.2 ) $ ( 55.8 )

Total other comprehensive loss, net ( 22.8 ) ( 0.4 ) ( 14.2 )

Total other comprehensive income (loss), net 10.9 ( 22.8 ) ( 0.4 )

Balance at end of period $ ( 68.1 ) $ ( 79.0 ) $ ( 56.2 )

3 unchanged sentences

Repurchases under the program are determined by management and are wholly discretionary.

Since inception of the program, the Company repurchased approximately 0.5 million shares of common stock at an average cost of $ 37.22 per share, or an aggregate cost of approximately $ 20.0 million, all of which was paid during the period.

Since inception of the program, the Company repurchased approximately 2.0 million shares of common stock at an average cost of $ 40.41 per share, or an aggregate cost of approximately $ 80.7 million.

During the year ended December 31, 2025, the Company repurchased 1.5 million shares of Common stock at an average cost of $ 41.58 per share, or an aggregate cost of approximately $ 60.7 million, all of which was paid during the period.

All share repurchases were funded through available cash on hand.

8 unchanged sentences

This relationship includes services provided by Cummins to the Company for a fixed term on a service-by-service basis.

We will pay Cummins mutually agreed-upon fees for the services provided under the transition services agreement.

We paid Cummins mutually agreed-upon fees for the services provided under the transition services agreement, which were provided through September 2025.

The fees paid to Cummins may not be indicative of costs for the same services provided by another provider.

8 unchanged sentences

however, other relevant metrics were also utilized based on the nature of the underlying activities.

For example, headcount is used as the allocation driver to allocate the human resource departmental costs.

For example, headcount was used as the allocation driver to allocate the human resource departmental costs.

The expenses allocated and directly charged reflect all expenses that Cummins incurred on behalf of the Company.

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Following the full separation, Cummins is no longer considered a related party.

Atmus had trade receivables of $ 37.9 million for products sold to, and accounts payable of $ 54.8 million for products and services purchased in the ordinary course from Cummins as of December 31, 2023.

Atmus’ sales to Cummins from January 1, 2024 through the date of full separation, March 18, 2024, were $ 65.4 million compared to $ 282.5 million and $ 302.2 million for the years ended December 31, 2023 and 2022 , respectively.

Atmus’ sales to Cummins from January 1, 2024 through the date of full separation, March 18, 2024, were $ 65.4 million compared to $ 282.5 million for the year ended December 31, 2023.

STOCK-BASED COMPENSATION

4 unchanged sentences

Our RSU and PSU activity is reflected below:

Number of Shares

Weighted-Average Fair Value Per Share

Weighted-Average Aggregate Fair Value

Number of Shares Grant Date Weighted-Average Fair Value Per Share Weighted-Average Aggregate Fair Value

Balance at January 1, 2023

Granted 763,480 Various

28.34 $ 21.6 million

Granted 763,480 Various 28.34 $ 21.6 million

Forfeited — —

6 unchanged sentences

Balance at December 31, 2024

1,021,197 $ 31.35

Granted 364,357 Various 37.24 $ 13.6 million

Vested ( 130,499 ) 24.25 $ 3.2 million

Forfeited ( 52,740 ) 25.54

Balance at December 31, 2025

1,202,315 $ 34.16

EARNINGS PER SHARE

11 unchanged sentences

Diluted earnings per share $ 2.50 $ 2.22 $ 2.05

Basic and diluted EPS for the year ended December 31, 2022 was calculated using the shares of common stock that were issued and outstanding as of the completion of the IPO.

For the periods prior to the IPO, it is assumed that there were no dilutive equity instruments as there were no equity awards of Atmus outstanding prior to the IPO.

Post IPO, there were no anti-dilutive shares.

SUPPLEMENTAL BALANCE SHEET DATA

21 unchanged sentences

Marketing accruals $ 55.0 $ 46.9

Other taxes payables 14.9 12.7

Current portion of operating lease liabilities

Income taxes payable 9.4 6.8

Other taxes payables 4.5 14.9

Current portion of finance lease liabilities 0.9 0.5

10 unchanged sentences

Other liabilities $ 56.0 $ 40.7

SUBSEQUENT EVENTS

2026 Acquisition - Koch Filter Corporation

On November 21, 2025, the Company entered into a stock purchase agreement to acquire Koch Filter Corporations (“Koch Filter”).

The transaction closed on January 7, 2026, whereby the Company purchased all of the issued and outstanding shares of Koch Filter for approximately $ 450 million in cash at closing, net of working capital adjustments.

Koch Filter is a U.S.

manufacturer of essential air filtration solutions for various end-markets, including industrial and commercial HVAC, data centers, and power generation.

Koch Filter provides the Company a substantial platform for expanding into the industrial air filtration market.

The acquired business will be reported in the Company’s Industrial Solutions segment, a reportable segment created with the acquisition of Koch Filter.

Credit Agreement

On January 7, 2026, the Company entered into an Amended and Restated Credit Agreement (the “2026 Credit Agreement”) with a syndicate of banks.

The 2026 Credit Agreement amended and restated the Company’s previously existing credit agreement, which provided for a $ 600 million term loan facility, of which

approximately $ 570 million was outstanding as of the Closing Date, and a $ 400 million revolving credit facility.

The 2026 Credit Agreement provides for a term loan facility of $ 1.0 billion and $ 500 million revolving credit facility, both of which mature on January 7, 2031.

The term loan facility was drawn on fully for the amount of $ 1.0 billion.

The term loan facility will amortize in quarterly installments due on the last business day of each fiscal quarter, commencing with the fifth full fiscal quarter after the Closing Date, in an aggregate annual amount of 2.50 % of the original aggregate principal amount of the term loan facility incurred on the Closing Date, increasing on the last business day of the ninth full fiscal quarter after the Closing Date to an aggregate annual amount equal to 5.00 % of the original aggregate principal amount of the term loan facility incurred on the Closing Date, with the balance, plus accrued interest, due and payable on the term loan maturity date.

Borrowings under the 2026 Credit Agreement bear interest at varying rates, depending on the type of loan and, in some cases, the rates of designated benchmarks and the applicable election made.

Generally, U.S.

dollar-denominated loans bear interest at daily SOFR for the applicable interest period plus a rate ranging from 1.125 % to 1.750 % depending on Atmus’ net leverage ratio.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data