What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-01 compared with 2025-11-07 · 337 added, 362 removed, 468 unchanged (60% of the section changed)

5 unchanged sentences

dollars, except per share data)

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

For the Three Months Ended March 31,

NET SALES (a)

6 unchanged sentences

Equity, royalty and interest income from investees 7.6 9.2

Other operating (income) expense, net — 0.1 ( 0.2 ) 1.1

Intangible asset amortization 2.9 —

Other operating expense (income), net 6.1 ( 0.2 )

OPERATING INCOME 76.3 64.9

9 unchanged sentences

Diluted earnings per share $ 0.59 $ 0.54

(a) Includes sales to related parties of $ 13.7 million and $ 42.2 million for the three and nine months ended September 30, 2025, respectively, compared with $ 12.5 million and $ 112.2 million for the three and nine months ended September 30, 2024, respectively.

(a) Includes sales to related parties of $ 13.8 million for the three months ended March 31, 2026, compared with $ 13.7 million for the three months ended March 31, 2025.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

3 unchanged sentences

(in millions of U.S.

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

For the Three Months Ended March 31,

NET INCOME $ 48.4 $ 44.7

10 unchanged sentences

dollars, except share data)

September 30,

2026 December 31,

Cash and cash equivalents $ 209.6 $ 236.4

Accounts and notes receivable, net 323.6 254.2

Trade and other receivables, net 355.6 320.1

Inventories 298.7 282.3

4 unchanged sentences

Goodwill 303.9 84.7

Intangible assets, net 212.1 —

Other assets 110.0 87.3

11 unchanged sentences

Commitments and contingencies (Note 9)

Common stock, $ 0.0001 par value ( 2,000,000,000 shares authorized, 81,489,954 and 83,403,813 shares issued at September 30, 2025 and December 31, 2024, respectively)

Common stock, $ 0.0001 par value ( 2,000,000,000 shares authorized, 83,782,408 and 83,504,555 shares issued at March 31, 2026 and December 31, 2025, respectively)

Additional paid-in capital 65.1 72.7

1 unchanged sentence

Accumulated other comprehensive loss ( 72.2 ) ( 68.1 )

Treasury stock, at cost ( 1,995,964 shares at September 30, 2025 and 537,643 at December 31, 2024)

Treasury stock, at cost ( 2,109,980 shares at March 31, 2026 and 1,995,964 at December 31, 2025)

( 88.0 ) ( 80.7 )

6 unchanged sentences

(in millions of U.S.

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

17 unchanged sentences

Capital expenditures ( 12.6 ) ( 12.4 )

Acquisitions, net of cash acquired ( 455.3 ) —

Net cash used in investing activities ( 467.9 ) ( 12.4 )

CASH USED IN FINANCING ACTIVITIES

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

Long-term debt proceeds, net of financing costs paid 995.6 —

Payments on long-term debt ( 570.0 ) ( 3.8 )

1 unchanged sentence

Dividends paid ( 4.4 ) ( 4.1 )

Withholding taxes paid on stock-based compensation ( 11.0 ) —

Other, net ( 0.3 ) —

Net cash used in financing activities ( 88.1 ) ( 18.0 )

Net cash provided by (used in) financing activities 402.6 ( 17.9 )

Effect of exchange rate changes on cash and cash equivalents 0.4 0.6

Net increase in cash and cash equivalents 34.0 28.8

Net decrease in cash and cash equivalents ( 26.8 ) ( 1.0 )

Cash and cash equivalents at beginning of period 236.4 184.3

8 unchanged sentences

Loss Treasury Stock Total Equity

Three Months Ended September 30, 2025

Balances at July 01, 2025 $ — $ 67.2 $ 360.8 $ ( 61.3 ) $ ( 50.4 ) $ 316.3

Three Months Ended March 31, 2026

Balances at January 01, 2026 $ — $ 72.7 $ 454.6 $ ( 68.1 ) $ ( 80.7 ) $ 378.5

Net income — — 48.4 — — 48.4

Other comprehensive loss, net of tax — — — ( 4.1 ) — ( 4.1 )

Shares withheld for taxes on equity awards — ( 11.0 ) — — — ( 11.0 )

Share-based awards — 3.4 — — — 3.4

2 unchanged sentences

— — ( 4.4 ) — — ( 4.4 )

Balances at September 30, 2025 $ — $ 70.5 $ 411.2 $ ( 64.3 ) $ ( 80.7 ) $ 336.7

Nine Months Ended September 30, 2025

Balances at March 31, 2026 $ — $ 65.1 $ 498.6 $ ( 72.2 ) $ ( 88.0 ) $ 403.5

Three Months Ended March 31, 2025

Balances at January 01, 2025 $ — $ 61.9 $ 264.5 $ ( 79.0 ) $ ( 20.0 ) $ 227.4

5 unchanged sentences

— — ( 4.1 ) — — ( 4.1 )

Balances at September 30, 2025 $ — $ 70.5 $ 411.2 $ ( 64.3 ) $ ( 80.7 ) $ 336.7

Three Months Ended September 30, 2024

Balances at July 01, 2024 $ — $ 56.2 $ 188.9 $ ( 67.0 ) $ — $ 178.1

Net income — — 43.8 — — 43.8

Other comprehensive income, net of tax — — — 10.2 — 10.2

Share-based awards — 3.3 — — — 3.3

Common stock repurchased — — — — ( 10.0 ) ( 10.0 )

Cash dividends declared ($ 0.05 per share)

— — ( 4.2 ) — — ( 4.2 )

Balances at September 30, 2024 $ — $ 59.5 $ 228.5 $ ( 56.8 ) $ ( 10.0 ) $ 221.2

Nine Months Ended September 30, 2024

Balances at January 01, 2024 $ — $ 49.7 $ 87.2 $ ( 56.2 ) $ — $ 80.7

Net income — — 145.5 — — 145.5

Other comprehensive loss, net of tax — — — ( 0.6 ) — ( 0.6 )

Share-based awards — 9.8 — — — 9.8

Common stock repurchased — — — — ( 10.0 ) ( 10.0 )

Cash dividends declared ($ 0.05 per share)

— — ( 4.2 ) — — ( 4.2 )

Balances at September 30, 2024 $ — $ 59.5 $ 228.5 $ ( 56.8 ) $ ( 10.0 ) $ 221.2

Balances at March 31, 2025 $ — $ 64.2 $ 305.1 $ ( 74.0 ) $ ( 30.0 ) $ 265.3

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF THE BUSINESS

Atmus Filtration Technologies Inc.

(“Atmus” or the “Company”) is one of the global leaders of filtration products for on-highway commercial vehicles and off-highway agriculture, construction, mining and power generation vehicles and equipment.

Atmus designs and manufactures advanced filtration products, principally under the Fleetguard brand, that provide superior asset protection and enable lower emissions.

Approximately 14 % of Atmus’ net sales in 2024 were generated through first-fit sales to OEMs, where its products are installed as components for new vehicles and equipment.

Approximately 86 % of Atmus’ net sales in 2024 were generated in the aftermarket, where its products are installed as replacement or repair parts, leading to a strong recurring revenue base.

Building on its more than 65-year history, Atmus continues to grow and differentiate itself through its global footprint, comprehensive offering of premium products, technology leadership and multi-channel path to market.

In April 2022, Cummins Inc.

(“Cummins”) announced its intention to separate its filtration business (the “Filtration Business”) into a standalone publicly traded company (the “Separation”).

In preparation for the Separation from Cummins, Atmus, as its predecessor in interest, was incorporated as a wholly-owned subsidiary of Cummins in Delaware on April 1, 2022 in connection with the planned Separation.

Prior to the completion of Atmus’ initial public offering (the “IPO”), Cummins completed, in all material respects, the transfer of the assets and liabilities of the Filtration Business to Atmus and its subsidiaries as detailed in the separation agreement Atmus entered into with Cummins.

On September 30, 2022, and as amended on February 15, 2023, Atmus entered into a $ 1.0 billion credit agreement (“Credit Agreement”) with a syndicate of banks, providing for a $ 600 million term loan facility (the “term loan”) and a $ 400 million revolving credit facility (the “revolving credit facility”), in anticipation of the Separation.

Borrowings under the Credit Agreement did not become available until the IPO occurred.

The facilities covered by the Credit Agreement will mature on September 30, 2027.

Atmus’ Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission (“Commission”) on May 16, 2023, was declared effective on May 25, 2023, and Atmus’ common shares began trading on the New York Stock Exchange under the symbol “ATMU” on May 26, 2023.

On May 30, 2023, the IPO was completed through the sale on behalf of certain commercial paper holders of Cummins of 16,243,070 shares of common stock, including the underwriters’ full exercise of their 30-day option to purchase an additional 2,118,661 shares to cover over-allotments.

None of the proceeds of the IPO were for the benefit of Atmus.

As of the closing of the IPO, Cummins owned approximately 80.5 % of the outstanding shares of Atmus common stock.

Upon completion of the IPO, Atmus borrowed $ 650 million, consisting of proceeds of the term loan and amounts drawn under the revolving credit facility, and paid such amounts to Cummins in partial consideration for the Separation.

On February 14, 2024, Cummins announced an exchange offer whereby Cummins shareholders could exchange all or a portion of Cummins common stock for shares of Atmus common stock owned by Cummins.

The divestiture of Atmus shares by Cummins was completed on March 18, 2024 and resulted in the full separation of Atmus and divestiture of Cummins’ entire ownership and voting interest in Atmus (“Full Separation”).

BASIS OF PRESENTATION

As Atmus became a publicly traded company upon the IPO, its financial statements are now presented on a consolidated basis.

In preparation for the IPO, the Company’s historical combined financial statements were prepared on a standalone basis, which reflected a combination of entities under common control that had been

“carved out” of and derived from the historical consolidated financial statements and accounting records of Cummins.

The unaudited financial statements for all periods presented, including the historical results of the Company prior to May 26, 2023, are now referred to as “Condensed Consolidated Financial Statements”, and have been prepared pursuant to the rules and regulations of the Commission for interim financial information .

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The unaudited “Condensed Consolidated Financial Statements” have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information .

Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

3 unchanged sentences

These interim statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Certain prior year balances have been reclassified to conform to current year presentation.

Periods Prior to the IPO

Prior to the IPO, Atmus, previously the Filtration Business of Cummins, functioned as part of the larger group of businesses controlled by Cummins and accordingly, utilized centralized functions of Cummins, such as facilities and information technology, to support its operations.

A portion of the shared service costs were historically allocated to the Filtration Business.

Cummins also performed certain corporate functions for the Filtration Business.

The corporate expenses related to the Filtration Business were allocated from Cummins.

These allocated costs primarily related to certain governance and corporate functions, including finance, human resources, investor relations, legal, tax, treasury and certain other costs.

Where it was possible to specifically attribute such expenses to activities of the Filtration Business, these amounts were charged or credited directly to the Filtration Business without allocation or apportionment.

Allocation of other such expenses was based on a reasonable reflection of the utilization of the service provided or benefit received by the Filtration Business for the periods presented prior to the Separation, on a consistent basis, such as a relative percentage of headcount and third-party sales.

Management believes these cost allocations were a reasonable reflection of the utilization of services provided to, or the benefit derived by, the Filtration Business during the period prior to the IPO, though the allocations may not be indicative of the actual costs that would have been incurred had the Filtration Business operated as a standalone public company.

Actual costs that may have been incurred if the Filtration Business had been a standalone company would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by the Filtration Business employees, and strategic decisions made in areas such as manufacturing, selling and marketing, research and development, information technology and infrastructure.

Historically, Atmus’ cash was transferred to Cummins on a daily basis.

This arrangement was not reflective of the manner in which Atmus would have been able to finance its operations had it been a standalone business separate from Cummins during each of the periods presented.

Cummins’ debt and related interest expense were not allocated to Atmus for any of the periods presented since Atmus was not the legal obligor of the debt and Cummins’ borrowings were not directly attributable to Atmus.

As the separate legal entities that made up the Filtration Business were not historically held by a single legal entity, Cummins’ net investment in this business (“Net Parent Investment”) was presented in lieu of a controlling interest’s equity in the Condensed Consolidated Financial Statements.

For the Filtration Business, transactions with Cummins affiliates were included in the Condensed Consolidated Statements of Net Income and related balances were reflected as related party receivables and related party payables.

Other balances between the Filtration Business and Cummins were considered to be

effectively settled in the Condensed Consolidated Financial Statements at the time the transactions were recorded.

As of the IPO Date

In connection with the Separation, Atmus entered into various agreements with Cummins, including a separation agreement.

In the separation agreement, there were certain assets and liabilities identified in the schedules, including leases and unrecognized tax liabilities, which were retained by Cummins and were reflected as Net Parent Investment in the Company’s Condensed Consolidated Financial Statements, and those that were transferred to the Company, including additional pension assets, other compensation obligations and certain other assets and liabilities, which were transferred to the Company through Net Parent Investment in the Company’s Condensed Consolidated Financial Statements.

These various agreements comprehensively provide a framework for our relationship with Cummins and govern various interim and ongoing relationships between us and Cummins post IPO.

As part of the Separation, Net Parent Investment was reclassified as Additional Paid-in Capital.

Periods Post IPO

Following the IPO, certain services continued to be provided by Cummins under the transition services agreement.

The Company incurred certain costs in its establishment as a standalone public company and expects to incur ongoing additional costs associated with operating as an independent, publicly traded company.

Post IPO, Atmus filed a consolidated Federal income tax return and returns in certain other jurisdictions with Cummins.

Post IPO, Retained earnings began to accumulate and the balance reflected on the Condensed Consolidated Balance Sheets reflects earnings for the period May 26, 2023 through September 30, 2025.

Periods Post Full Separation

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.

Atmus files tax returns in all jurisdictions on its own behalf post Full Separation, and tax balances and effective income tax rates may differ from the amounts reported in the historical periods.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Estimates and Judgments

3 unchanged sentences

Recent Accounting Pronouncements Not Yet Adopted

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No.

Income Taxes (Topic 740):

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

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

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

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 2020-40):

13 unchanged sentences

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

Koch Filter Corporation

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

The transaction closed on January 7, 2026, whereby Atmus purchased all of the issued and outstanding shares of Koch Filter for approximately $ 456.4 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 Atmus 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.

Atmus incurred approximately $ 6.3 million of transaction-related expenses which were included in other operating expense, net in the Consolidated Statement of Income for the three months ended March 31, 2026.

The acquisition of Koch Filter was not material to Atmus’ results of operations;

therefore pro forma operating results related to the acquisition are not presented as the results would not be materially different than the reported results.

As of March 31, 2026, the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:

(in millions)

Cash and cash equivalents $ 1.1

Trade and other receivables 20.1

Inventories 11.6

Prepaid expenses and other current assets 0.7

Property, plant and equipment 13.6

Operating lease right-of-use assets 22.5

Intangible Assets 215.0

Goodwill 219.2

Total Acquired Assets 503.8

Accounts payable ( 22.2 )

Current portion of operating lease liabilities ( 3.6 )

Other current liabilities ( 2.7 )

Long-term portion of operating lease liabilities ( 18.9 )

Net Assets acquired $ 456.4

The acquired intangible assets and useful life are as follows:

Total Estimated Useful Life

(in millions) (in years)

Trade names $ 45.0 15

Customer relationships 170.0 20

Acquired intangible assets $ 215.0

Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired and arises principally as a result of expansion opportunities into industrial filtration markets.

The goodwill is deductible for tax purposes.

The purchase price allocation for Koch Filter is provisional as of March 31, 2026.

The purchase price allocation, including the residual amount allocated to goodwill, are based on preliminary information and are subject to change as additional information concerning final asset and liability valuations are obtained and management completes its reassessment of the measurement period procedures.

During the applicable measurement period, Atmus will adjust assets and liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities as of that date.

The effect of any measurement period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the acquisition date.

In determining the fair value of amounts related to Koch Filter, Atmus utilized various forms of income, cost and market approaches depending on the asset or liability being valued.

The estimation of fair values required judgment related to future net cash flows, discount rates, customer attrition rates, competitive trends, market comparisons and other factors.

As a result, Atmus utilized third-party valuation specialists to assist in determining the fair value of certain assets.

Inputs were generally determined by taking into account independent appraisals and historical data, supplemented by current and anticipated market conditions.

Disaggregation of Revenue

2 unchanged sentences

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

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

For the Three Months Ended March 31,

(in millions)

2 unchanged sentences

Total net sales $ 477.5 $ 416.5

Revenue by Product Category

The table below presents Atmus’ combined sales by product category:

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

(in millions)

Fuel $ 204.7 $ 173.3 $ 578.5 $ 546.0

Lube 87.9 78.4 264.0 242.4

Air 77.4 70.9 227.5 217.4

Other 77.7 81.1 247.7 257.1

Total net sales $ 447.7 $ 403.7 $ 1,317.7 $ 1,262.9

EQUITY, ROYALTY AND INTEREST INCOME FROM INVESTEES

Equity, royalty and interest income from investees, net of applicable taxes, was as follows:

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

For the Three Months Ended March 31,

(in millions)

Fleetguard Filters Pvt.

$ 5.1 $ 5.3 $ 15.6 $ 17.5

Shanghai Fleetguard Filter Co.

Ltd 1.7 1.2 4.6 4.2

Filtrum Fibretechnologies Pvt.

Ltd 0.1 0.1 0.3 0.3

Atmus share of net income 6.0 7.6

1 unchanged sentence

Equity, royalty and interest income from investees $ 7.6 $ 9.2

In connection with the Separation, the Company entered into a tax matters agreement with Cummins that, among other things, formalized our agreement related to the responsibility for historical tax positions for the period prior to the IPO for jurisdictions where our business was included in the consolidated or combined tax returns of Cummins.

Atmus’ effective tax rate for the three and nine months ended September 30, 2025 , was 23.6 % and 22.3 %, respectively.

A tmus’ effective tax rate for the three and nine months ended September 30, 2024 , was 18.4 % and 20.9 %, respectively .

The variance in the effective tax rate is driven by an unfavorable change in the mix of earnings among tax jurisdictions and reductions to U.S.

tax incentives and credits due to the adoption of the One Big Beautiful Bill Act (“OBBBA”), partially offset by discrete tax items.

Atmus’ effective tax rate for the three months ended March 31, 2026 , was 20.9 %.

A tmus’ effective tax rate for the three months ended March 31, 2025 , was 21.3 % .

The variance in the effective tax rate is primarily attributable to higher excess tax benefits on stock compensation due to stock price appreciation and an increase in U.S.

tax deductions and foreign tax credits due to the adoption of the One Big Beautiful Bill Act (“OBBBA”), partially offset by an unfavorable change in the mix of earnings among tax jurisdictions.

The Company’s effective tax rate differs from the U.S.

6 unchanged sentences

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company has evaluated the OBBBA enacted during the quarter and reflected its impact on the

consolidated financial statements.

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

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

1 unchanged sentence

Inventories included the following:

September 30,

2026 December 31,

7 unchanged sentences

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

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

(in millions)

6 unchanged sentences

Warranty liabilities included in Atmus’ Condensed Consolidated Balance Sheets were as follows:

September 30,

2026 December 31,

4 unchanged sentences

DEBT AND BORROWING ARRANGEMENTS

Atmus entered into the Credit Agreement with a syndicate of banks, providing for a term loan and a revolving credit facility, in anticipation of the Separation.

Borrowings under the Credit Agreement did not become available under the Credit Agreement until the IPO occurred.

The facilities covered by the Credit Agreement will mature on September 30, 2027.

Upon completion of the IPO, we borrowed $ 650 million under the Credit Agreement, consisting of proceeds of the term loan and amounts drawn under the revolving credit facility, and paid such amounts to Cummins in partial consideration for the Separation.

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 and net of financing costs, we received proceeds of $ 995.6 million.

Costs incurred with obtaining the term loan in the amount of $ 2.0 million are presented as a direct deduction from the carrying value of the debt.

Cost incurred with obtaining the revolving credit facility in the amount of $ 1.5 million are capitalized in other assets.

The amortization of financing costs is included in interest expense in the Consolidated Statements of Net Income.

Non-capitalized costs incurred with obtaining the term loan were not material and expensed as incurred.

Borrowings under the 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 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 September 30, 2025, $ 577.5 million has been drawn on the term loan and no amount was drawn on the revolving credit facility.

denominated loans bear interest at an adjusted term Secured Overnight Financing Rate (“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 March 31, 2026, $ 1.0 billion has been drawn on the term loan and no amount was drawn on the revolving credit facility.

The revolving credit facility includes an allowance of up to $ 50.0 million for outstanding letters of credit drawn under the facility that reduces the availability of funds.

As of September 30, 2025, no letters of credit were outstanding.

These amounts are included within Long-term debt and Current maturities of long-term debt on the Condensed Consolidated Balance Sheets.

As of September 30, 2025, Atmus’ fair value of Long-term debt was approximately $ 577.5 million, which was derived from Level 2 input measures.

Our credit lines available as of September 30, 2025 and December 31, 2024 include:

As of September 30, 2025 As of December 31, 2024

As of March 31, 2026, no letters of credit were outstanding.

These amounts are included within Long-term debt on the Condensed Consolidated Balance Sheets.

As of March 31, 2026, Atmus’ fair value of Long-term debt was approximately $ 1.0 billion, which was derived from Level 2 input measures.

Our credit lines available and borrowings as of March 31, 2026 and December 31, 2025 include:

As of March 31, 2026 As of December 31, 2025

Facility Amount Borrowed Amount Facility Amount Borrowed Amount

1 unchanged sentence

Credit facilities:

September 30, 2027 (a)

$ 600.0 $ 577.5 $ 600.0 $ 592.5

September 30, 2027 $ — $ — $ 600.0 $ 570.0

Revolving credit facility

September 30, 2027 (a)

September 30, 2027 — — 400.0 —

January 7, 2031 (a)

1,000.0 1,000.0 — —

Revolving credit facility

January 7, 2031 (a)

Unamortized deferred issuance costs ( 1.9 ) —

Long-term debt $ 998.1 $ 570.0

(a) Atmus maintains a term loan facility and a revolving credit facility as part of the 2026 Credit Agreement.

The 2026 Credit Agreement includes financial covenants that Atmus maintain certain net leverage, secured net leverage and interest coverage ratios.

At September 30, 2025, Atmus was in compliance with all financial covenants under the Credit Agreement.

At March 31, 2026, Atmus was in compliance with all financial covenants under the Credit Agreement.

The Credit Agreement also contains customary representations, events of default and covenants, including restrictions on the level of borrowing.

12 unchanged sentences

Atmus regularly evaluates the probability of having to incur costs associated with these indemnities and accrue for expected losses that are probable.

Because the indemnifications are not related to specified known liabilities, and due to their uncertain nature, Atmus is unable to estimate the maximum amount of the potential loss associated with these indemnifications.

Because the indemnifications are not

related to specified known liabilities, and due to their uncertain nature, Atmus is unable to estimate the maximum amount of the potential loss associated with these indemnifications.

ACCUMULATED OTHER COMPREHENSIVE LOSS

Following are the changes in Accumulated other comprehensive (loss) income by component for the three and nine months ended September 30, 2025 and September 30, 2024 :

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

Following are the changes in Accumulated other comprehensive (loss) income by component for the three months ended March 31, 2026 and March 31, 2025 :

For the Three Months Ended March 31,

(in millions)

6 unchanged sentences

Balance at beginning of period $ ( 0.9 ) $ 0.4

Other comprehensive income (loss), net — — — —

Other comprehensive (loss) income, net — —

Balance at end of period ( 0.9 ) 0.4

13 unchanged sentences

Since inception of the program, the Company repurchased approximately 2.1 million shares of Common stock at an average cost of $ 41.70 per share, or an aggregate cost of approximately $ 88.0 million.

During the nine months ended September 30, 2025, the Company repurchased approximately 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 except for approximately $ 0.9 million settled in October 2025.

During the three months ended March 31, 2026, the Company repurchased approximately 0.1 million shares of Common stock at an average cost of $ 64.26 per share, or an aggregate cost of approximately $ 7.3 million, all of which was paid during the period.

All share repurchases were funded through available cash on hand.

As of September 30, 2025, the Company had approximately $ 69.3 million in remaining share repurchase capacity.

RELATIONSHIP WITH RELATED PARTIES

As described in Note 1, Description of the Business , prior to the IPO, Atmus had been managed and operated in the normal course of business with other subsidiaries of Cummins.

Accordingly, certain shared costs prior to the IPO have been allocated to Atmus and reflected as expenses in the Condensed Consolidated Financial Statements.

Management of Cummins and Atmus consider the allocation methodologies used to be reasonable and appropriate reflections of historical expenses of Cummins attributable to Atmus for purposes of the Condensed Consolidated Financial Statements;

however, the expenses reflected in the Condensed Consolidated Financial Statements may not be indicative of the actual expenses that would have been incurred during the periods presented if Atmus historically operated as a separate, stand-alone entity.

In addition, the expenses reflected in the Condensed Consolidated Financial Statements may not be indicative of expenses that will be incurred in the future by Atmus.

The Company entered into the separation agreement and transition services agreement with Cummins, among other transaction agreements, all of which govern the parties’ relationship following the IPO and Full Separation.

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

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

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

Related Party Balances

Following the Full Separation, Cummins is no longer considered a related party.

Atmus’ sales to Cummins from January 1, 2024 through the date of Full Separation, March 18, 2024, were $ 65.4 million.

As of March 31, 2026, the Company had approximately $ 62.0 million in remaining share repurchase capacity.

EARNINGS PER SHARE

2 unchanged sentences

Basic and diluted EPS were calculated as follows:

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

For the Three Months Ended March 31,

(in millions, except per share data)

6 unchanged sentences

SEGMENT REPORTING

We operate our business as one operating segment and one reportable segment.

The profit or loss measure used by the chief operating decision maker is net income that is reported on the income statement as consolidated net income.

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

Business assets are listed as total consolidated assets on the balance sheet.

Atmus’ reportable operating segments consist of Power Solutions and Industrial Solutions.

Each of the reportable segments is comprised of a singular operating segment.

Atmus’ segments are organized based on the products and markets each segment serves.

The Power Solutions Segment consists of products for on-highway commercial vehicles and off-highway agriculture, construction, mining vehicles and equipment.

Products include filters for fuel, lube, air, crankcase ventilation, hydraulics and coolants and other chemicals.

The Industrial Solutions segment addresses commercial and industrial HVAC applications, and high-growth end markets including data centers, power generation and healthcare environments.

Products include a broad portfolio of air filtration solutions.

The chief operating decision maker (“CODM”) is our Chief Executive Officer.

The CODM assesses performance of each of our reportable operating segments and decides how to allocate resources based on segment earnings or losses before interest expense, income taxes, depreciation and amortization, and other selected items (“Segment Adjusted EBITDA”).

Other selected items represent acquisition costs, costs associated with the integration of acquired businesses, and costs associated with becoming a standalone company.

Segment amounts exclude certain corporate or unallocated expenses not specifically identifiable to segments.

The CODM uses Segment Adjusted EBITDA predominately in the annual budget and forecasting process.

The CODM considers budget-to-actual in deciding whether to invest profit into a reportable operating segment or other entity initiatives, such as acquisitions, paying dividends, or share repurchases.

The CODM also uses the profit or loss measure for determining compensation for certain employees.

We allocate certain common costs and expenses, primarily corporate functions, among segments differently than we would for stand-alone financial information prepared in accordance with GAAP.

These include certain costs and expenses of shared services, such as, IT, human resources, legal and finance.

Segment Adjusted EBITDA may not be consistent with measures used by other companies.

Summarized segment operating results and other financial information is as follows:

For the Three Months Ended March 31, 2026

(In millions) Power Solutions Industrial Solutions Total

External Sales $ 439.1 $ 38.4 $ 477.5

Cost of sales 312.7 27.5

Selling, general and administrative expenses 47.2 3.2

Research, development and engineering expenses 8.1 —

Equity, royalty and interest income from investees 7.6 —

Other expense (income) (a)

Depreciation and amortization (b)

Segment Adjusted EBITDA $ 86.1 $ 8.4 $ 94.5

Reconciliation to Income before income taxes:

Corporate expenses (c)

Interest expenses 14.1

Depreciation and amortization 11.8

Income before income taxes $ 61.2

(a) Other expense (income) includes Other operating expense (income), net and Other (expense) income, net from our Condensed Consolidated Statements of Net Income.

(b) Depreciation and amortization are not considered significant segment expenses but are presented here to reconcile to Segment Adjusted EBITDA, the measure used by our CODM.

The amount of depreciation and amortization disclosed by reportable segment is included within the cost of sales and selling, general and administrative expenses.

(c) Corporate expenses include $ 7.4 million of costs associated with the acquisition and subsequent integration of Koch Filter.

For the Three Months Ended March 31, 2026

(in millions) Power Solutions Industrial Solutions Corporate and Unallocated Total

Segment assets $ 1,143.0 $ 485.8 $ 213.0 $ 1,841.8

Investments and advances related to equity method investees 92.1 — — 92.1

Capital expenditures 11.6 1.0 — 12.6

In Q1 2026 following the acquisition of Koch Filter, Atmus established the Industrial Solutions segment and changed the profit or loss measure to Segment Adjusted EBITDA.

The segment operating results of the Industrial Solutions segment were immaterial for the three months ended March 31, 2025.

For the Three Months Ended March 31, 2025

(In millions) Power Solutions Total

External Sales $ 416.5 $ 416.5

Cost of sales 299.2

Selling, general and administrative expenses 43.4

Research, development and engineering expenses 9.1

Equity, royalty and interest income from investees 9.2

Other (income) expense (a)

Depreciation and amortization (b)

Segment Adjusted EBITDA $ 81.7 $ 81.7

Reconciliation to Income before income taxes:

Corporate expenses (c)

Interest expenses 8.4

Depreciation and amortization 7.2

Income before income taxes $ 56.8

(a) Other (income) expense includes Other operating expense (income), net and Other (expense) income, net from our Condensed Consolidated Statements of Net Income.

(b) Depreciation and amortization are not considered significant segment expenses but are presented here to reconcile to Segment Adjusted EBITDA, the measure used by our CODM.

The amount of depreciation and amortization disclosed by reportable segment is included within the cost of sales and selling, general and administrative expenses.

For the Three Months Ended March 31, 2025

(in millions) Power Solutions Industrial Solutions Corporate and Unallocated Total

Segment assets $ 1,228.1 $ — $ — $ 1,228.1

Investments and advances related to equity method investees 86.9 — — 86.9

Capital expenditures 12.4 — — 12.4

Revenue by Product Category

The table below presents Atmus’ combined sales by product category and reportable segment:

For the Three Months Ended March 31,

(In millions) 2026 2025

Power Solutions segment

Fuel $ 206.4 $ 178.6

Lube 82.3 83.1

Air 72.0 72.6

Other 78.4 82.2

Total Power Solutions segment 439.1 416.5

Industrial Solutions segment

Air Filtration $ 38.4 $ —

Total Industrial Solutions segment 38.4 —

Total Net sales $ 477.5 $ 416.5

SUPPLEMENTAL BALANCE SHEET DATA

Trade and other receivables, net included in the following:

2026 December 31,

(in millions)

Trade receivables

$ 303.7 $ 274.8

Allowance for doubtful accounts ( 4.3 ) ( 3.4 )

Value-added tax receivables 49.4 41.2

Other receivables 6.8 7.5

Trade and other receivables, net $ 355.6 $ 320.1

Other assets included the following:

September 30,

2026 December 31,

6 unchanged sentences

Other accrued expenses included the following:

September 30,

2026 December 31,

1 unchanged sentence

Marketing accruals $ 47.4 $ 55.0

Other taxes payables 20.2 14.9

Current portion of operating lease liabilities

Other taxes payable 15.1 4.5

Income taxes payable 8.5 9.4

3 unchanged sentences

Other liabilities included the following:

September 30,

2026 December 31,

1 unchanged sentence

Long-term portion of operating lease liabilities $ 39.3 $ 23.8

Long-term income taxes 0.4 0.4

Deferred income taxes 14.4 13.1

Long-term income taxes

Other long-term liabilities 19.4 18.3

3 unchanged sentences

The discussion and analysis presented below refers to and should be read in conjunction with the unaudited condensed consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q.

The following is our discussion and analysis of changes in our financial condition and results of operations for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 .

The following is our discussion and analysis of changes in our financial condition and results of operations for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 .

Cautionary Note Regarding Forward-Looking Statements

1 unchanged sentence

Forward-looking statements may be identified by the use of words such as “anticipates,” “expects,” “forecasts,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “could,” “should,” “may” or words of similar meaning.

Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, the development of future operations, the impact of planned acquisitions and dispositions, our strategy for growth, product development activities, regulatory approvals, market position, expenditures and the effects of the Full Separation, Separation and IPO (each as defined in Note 1, Description of the Business , to our Condensed Consolidated Financial Statements included herein).

These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which we refer to as “future factors,” which are difficult to predict.

6 unchanged sentences

• 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;

2 unchanged sentences

• 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;

3 unchanged sentences

• 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;

• Sales of counterfeit versions of products, as well as unauthorized sales of products;

2 unchanged sentences

• 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;

2 unchanged sentences

• Potential system or data security breaches or other disruptions;

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

• Foreign currency exchange rate;

3 unchanged sentences

• Uncertain worldwide and regional market and economic conditions;

• 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;

• Potential failure of performance by Atmus or Cummins under transaction agreements executed as part of the initial public offering;

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

• Changes in capital and credit markets;

• Substantial indebtedness from Atmus’ term loan and revolving credit facility, which may impact Atmus’ ability to service all its indebtedness and react to changes in the industry;

• Substantial indebtedness consisting of Atmus’ term loan and revolving credit facility, which may impact Atmus' ability to service all its indebtedness and react to changes in the industry;

• Substantially all Atmus' assets pledged as security for its term loan and revolving credit facility.

5 unchanged sentences

Company Overview

We are one of the global leaders of filtration products for on-highway commercial vehicles and off-highway agriculture, construction, mining and power generation vehicles and equipment.

We are one of the global leaders of filtration products and solutions.

Our reportable operating segments consist of Power Solutions and Industrial Solutions.

The Power Solutions Segment consists of products for on-highway commercial vehicles and off-highway agriculture, construction, mining vehicles and equipment.

We design and manufacture advanced filtration products, principally under the Fleetguard brand, that provide superior asset protection and enable lower emissions.

1 unchanged sentence

We estimate that approximately 86% of our net sales in 2025 were generated in the aftermarket, where our products are installed as replacement or repair parts, leading to a strong recurring revenue base.

The Industrial Solutions segment was created with the acquisition of Koch Filter on January 7, 2026.

The Industrial Solutions segment addresses high-growth end markets including commercial and industrial HVAC, data centers and power generation environments.

Products include a broad portfolio of air filtration solutions.

Building on our more than 65-year history, we continue to grow and differentiate ourselves through our global footprint, comprehensive offering of premium products, technology leadership and multi-channel path to market.

6 unchanged sentences

In response to these developments, we mitigated the cost impact on our business by employing any exemptions for which we were eligible, such as compliance under the United States-Mexico-Canada Agreement (“USMCA”), adjusting our supply chain, and implementing select price adjustments.

We will continue to evaluate opportunities to offset these costs and mitigate the impact on our business, consolidated results of operations and financial condition.

Given the uncertainties, it is difficult to estimate the evolving tariff and policy landscape which may have a material impact on our profitability going forward.

Separation from Cummins

In April 2022, Cummins Inc.

(“Cummins”) announced its intention to separate its filtration business (the “Filtration Business”) into a standalone publicly traded company (the “Separation”).

We were incorporated in Delaware on April 1, 2022, as a wholly-owned subsidiary of Cummins, in anticipation of the Separation, and prior to the completion of our initial public offering (the “IPO”), Cummins completed, in all material respects, the transfer of the assets and liabilities of the Filtration Business to us and our subsidiaries.

Our Registration Statement on Form S-1, as amended, filed on May 16, 2023, was declared effective on May 25, 2023, and our common shares began trading on the New York Stock Exchange under the symbol “ATMU” on May 26, 2023.

On May 30, 2023, the IPO was completed through Cummins’ exchange of 16,243,070 shares of our common stock, including the underwriters’ full exercise of their option to purchase an additional 2,118,661 shares to cover over-allotments.

None of the proceeds of the IPO were for the benefit of

As of the closing of the IPO, Cummins owned approximately 80.5% of the outstanding shares of our common stock.

On September 30, 2022, and as amended on February 15, 2023, Atmus entered into a $1.0 billion credit agreement (“Credit Agreement”) with a syndicate of banks, providing for a $600 million term loan facility (the “term loan”) and a $400 million revolving credit facility (the “revolving credit facility”), in anticipation of the Separation.

Borrowings under the Credit Agreement did not become available until the IPO occurred.

Upon completion of the IPO, we borrowed $650 million, consisting of proceeds of the term loan and amounts drawn under the revolving credit facility, and paid such amounts to Cummins in partial consideration for the Separation.

In connection with the Separation, we entered into various agreements with Cummins, including a separation agreement.

In the separation agreement, there were certain assets and liabilities identified in the schedules which were retained by Cummins, and those that were transferred to the Company.

These agreements comprehensively provide a framework for our relationship with Cummins and govern various interim and ongoing relationships between us and Cummins post IPO.

On February 14, 2024, Cummins announced an exchange offer whereby Cummins shareholders could exchange all or a portion of Cummins common stock for shares of Atmus common stock owned by Cummins.

Basis of Presentation

For the periods prior to the IPO, the discussion below relates to the financial position and results of operations of a combination of entities under common control that have been “carved out” of Cummins’ historical combined financial statements and accounting records.

The historical combined financial statements reflect our historical financial position, results of operations and cash flows, in conformity with generally accepted accounting principles in the United States of America (“U.S.

Refer to Note 2, Basis of Presentation , to the Condensed Consolidated Financial Statements included elsewhere in this report for additional information.

For the period subsequent to our IPO on May 26, 2023, as a standalone public company, we present our financial statements on a consolidated basis.

The condensed consolidated financial statements have been prepared in conformity with U.S.

In February of 2026, the U.S.

Supreme Court held that tariffs imposed pursuant to the International Emergency Economic Powers Act (“IEEPA”) exceeded the statutory authority granted under that law.

The ruling, however, did not address potential refunds of any previous tariffs.

On March 4, 2026, the Court of International Trade ordered U.S.

Customs and Border Protection to begin the refund process for all importers who were subject to IEEPA duties.

The ultimate outcome of refund claims remains highly uncertain and it is difficult to estimate the evolving tariff and policy landscape.

During the quarter ended March 31, 2026, we did not record any amounts related to potential refunds of IEEPA duties.

We will continue to evaluate opportunities to mitigate the impact of tariffs on our business, consolidated results of operations and financial condition.

Factors Affecting Our Performance

1 unchanged sentence

Demand in these markets tends to fluctuate in response to overall economic conditions.

Our revenues may also be impacted by OEM inventory levels, production schedules, commodity prices, work stoppages and supply chain challenges.

Our revenues may also be impacted by customer inventory levels, production schedules, commodity prices, work stoppages and supply chain challenges.

Economic downturns in markets we serve generally result in reduced sales of our products and can result in price reductions in certain products and/or markets.

2 unchanged sentences

Market demand

Aftermarket demand remained soft in the first nine months of 2025.

Aftermarket demand remained soft in the first three months of 2026.

We continue to be in a period of slow growth in global aftermarkets, and this trend is expected to continue for the remainder of 2026.

First-fit experienced reduced demand in the first nine months of 2025 reflecting depressed market conditions.

First-fit demand is expected to remain at reduced levels through 2025 based on overall market cyclicality.

Global supply chain

Overall supply chain conditions remained largely stable in the first nine months of 2025 with minimal disruptions being experienced.

Logistics costs increased during the first nine months of 2025, primarily due to the transition to a standalone distribution network as part of the Separation and the impact of tariffs.

management team continues to monitor and evaluate all of the factors affecting our supply chain condition and the related impacts on our business and operations, and we continue to minimize any supply chain impacts to our business and to our customers.

Commodity prices, labor, inflation and foreign currency exchange rates

We have experienced general variability in direct material costs through the first nine months of 2025.

First-fit demand continues to reflect depressed market conditions with recovery expected in the latter half of 2026.

Commodity prices, logistics costs, labor, inflation and foreign currency exchange rates

We have experienced general variability in direct material costs through the first three months of 2026.

While the costs of our principal materials fluctuate, generally we believe there will continue to be an adequate supply of the materials we use and that they will broadly remain available.

During the first nine months of 2025, our Selling, general and administrative expenses decreased due to lower one-time separation expenses.

Additionally, the depreciation of the U.S.

dollar against certain foreign currencies had an unfavorable impact on our condensed consolidated results of operations in the first nine months of 2025 due to translation impacts.

Logistics and warehousing costs increased during the first three months of 2026, primarily due to macro-economic conditions and the transition to a standalone distribution network as part of our separation from Cummins Inc.

(“Cummins”) into a standalone publicly traded company (the “Separation”) .

Our management team continues to monitor and evaluate all of the factors affecting our supply chain condition and the related impacts on our business and operations, and we continue to minimize any supply chain impacts to our business and to our customers.

Labor and people related costs have remained stable with increases primarily driven by annual merit and variable compensation programs.

Additionally, the appreciation of the U.S.

dollar against certain foreign currencies had a favorable impact on our condensed consolidated results of operations in the first three months of 2026 due to translation impacts.

We remain in a volatile currency environment and as such, there can be no assurances that this trend will continue for the remainder of 2026 .

Standalone costs

We have incurred additional costs associated with becoming a standalone public company.

During the three months ended September 30, 2025 , we incurred approximately $3.7 million of one-time expenses including $2.5 million within Cost of sales and $1.2 million within Selling, general and administrative expenses.

During the nine months ended September 30, 2025, we incurred approximately $15.5 million of one-time expenses including $11.2 million within Cost of sales and $4.3 million within Selling, general and administrative expenses.

In addition, we have incurred capital expenditures in connection with the Separation of approximately $9.5 million in 2025.

In the historical periods following the Separation until the ending of the transition services agreement with Cummins in September 2025, we incurred additional costs associated with becoming a standalone public company.

These expenses and capital expenditures primarily relate to the establishment of functions previously co-mingled with Cummins, such as information technologies, distribution centers, manufacturing and human resources.

The one-time costs incurred during the three months ended September 30, 2025, were primarily associated with our technology transformation and modernization project.

The transition services agreement under which Cummins had continued to provide certain services related primarily to administrative services ended in September 2025.

With the conclusion of this agreement, we do not expect to incur any additional one-time expenses or capital expenditures in 2025 or in future periods in connection with becoming a standalone public company.

Under the transition services agreement, Cummins continued to provide certain services related primarily to administrative services.

With the conclusion of this agreement, we do not expect to incur any additional one-time expenses or capital expenditures in 2026 or any future periods in connection with becoming a standalone public company.

Results of Operations

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

For the Three Months Ended September 30, Favorable

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

For the Three Months Ended March 31, Favorable

(Unfavorable)

8 unchanged sentences

Equity, royalty and interest income from investees 7.6 9.2 (1.6) (17.4) %

Other operating expense, net

— 0.1 0.1 100.0 %

Intangible asset amortization 2.9 — 2.9 NM

Other operating expense (income), net

6.1 (0.2) (6.3) NM

OPERATING INCOME 76.3 64.9 11.4 17.6 %

1 unchanged sentence

Other (expense) income, net

(1.7) 0.9 (2.6) (288.9) %

(1.0) 0.3 (1.3) NM

INCOME BEFORE INCOME TAXES 61.2 56.8 4.4 7.7 %

4 unchanged sentences

Diluted earnings per share $ 0.59 $ 0.54 $ 0.05 9.5 %

For the Three Months Ended September 30, Favorable

“NM” - Not meaningful information

For the Three Months Ended March 31, Favorable

(Unfavorable)

3 unchanged sentences

Research, development and engineering expenses 1.7% 2.2% 0.5

Net sales were $447.7 million for the three months ended September 30, 2025 , an increase of $44.0 million compared to $403.7 million for the three months ended September 30, 2024 .

The increase in Net sales was mainly due to favorable volumes of $25.8 million, pricing of $14.9 million and favorable impacts of currency of $3.3 million.

Net sales were $477.5 million for the three months ended March 31, 2026 , an increase of $61.0 million compared to $416.5 million for the three months ended March 31, 2025 .

The increase in Net sales was mainly due to incremental sales of $38.4 million recorded by Koch Filter, acquired in January 2026, favorable impacts of currency of $16.3 million and favorable pricing of $8.3 million, partially offset by lower volumes of $2.0 million.

The favorable impact from pricing is primarily driven by normal pricing initiatives and select increases as a result of tariffs.

Gross margin was $129.4 million for the three months ended September 30, 2025 , an increase of $18.1 million compared to $111.3 million for the three months ended September 30, 2024 .

The increase in Gross margin was mainly due to favorable pricing of $14.9 million as described above, favorable volumes of $9.0 million, favorable manufacturing and other costs of $6.2 million and a $2.5 million decrease in one-time separation costs, partially offset by unfavorable logistics costs of $14.5 million.

Gross margin as a percentage of Net sales was 28.9% for the three months ended September 30, 2025, an increase of 1.3 percentage points compared to 27.6% for the three months ended September 30, 2024 .

Gross margin was $136.8 million for the three months ended March 31, 2026 , an increase of $26.3 million compared to $110.5 million for the three months ended March 31, 2025 .

The increase in Gross margin was mainly due to incremental margin of $10.9 million recorded by Koch Filter, favorable pricing of $8.3 million as described above, a $6.3 million decrease in one-time costs, favorable impacts of currency of $5.6 million and a $3.0 million decrease in warranty costs, partially offset by unfavorable logistics and duties costs of $6.2 million, unfavorable manufacturing and other costs of $0.8 million and lower volumes of $0.7 million.

Gross margin as a

percentage of Net sales was 28.6% for the three months ended March 31, 2026, an increase of 2.1 percentage points compared to 26.5% for the three months ended March 31, 2025 .

The increase in Gross margin as a percentage of Net sales was primarily driven by the items noted above.

Selling, general and administrative expenses

Selling, general and administrative expenses were $45.9 million for the three months ended September 30, 2025 , a decrease of $0.5 million compared to $46.4 million for the three months ended September 30, 2024 .

The decrease was primarily driven by lower one-time separation costs of $2.7 million, partially offset by higher consulting expenses.

Selling, general and administrative expenses as a percentage of Net sales were 10.3% for the three months ended September 30, 2025 , a decrease of 1.2 percentage points compared to 11.5% for the three months ended September 30, 2024 .

The decrease in Selling, general and administrative expenses as a percentage of Net sales was primarily driven by the items noted above.

Interest Expense

Interest expense was $8.5 million for the three months ended September 30, 2025 , a decrease of $1.9 million compared to $10.4 million for the three months ended September 30, 2024 .

The decrease was primarily driven by a reduction to the interest rate on our borrowings and lower outstanding borrowings on our Credit Agreement as principal payments were made.

Other (Expense) Income, Net

Other (expense) income, net was $(1.7) million for the three months ended September 30, 2025, a decrease of $2.6 million compared to $0.9 million for the three months ended September 30, 2024.

The decrease in Other (expense) income, net was due to an increase in the net loss on foreign exchange rate hedging.

Income Tax Expense

Our effective tax rate for the three months ended September 30, 2025 was 23.6% , an increase of 5.2 percentage points compared to 18.4% for the three months ended September 30, 2024 .

The increase in the effective tax rate was driven by an unfavorable change in the mix of earnings among tax jurisdictions and reductions to U.S.

tax incentives and credits due to the adoption of the OBBBA, partially offset by discrete tax items.

Our effective tax rate differs from the U.S.

statutory rate primarily due to differences in rates applicable to foreign subsidiaries, withholding taxes and state income taxes.

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

For the Nine Months Ended September 30, Favorable

(Unfavorable)

2025 2024 Amount %

(in millions)

NET SALES $ 1,317.7 $ 1,262.9 $ 54.8 4.3 %

Cost of sales 946.8 907.9 (38.9) (4.3) %

GROSS MARGIN 370.9 355.0 15.9 4.5 %

OPERATING EXPENSES AND INCOME

Selling, general and administrative expenses 137.9 138.8 0.9 0.6 %

Research, development and engineering expenses 29.8 30.2 0.4 1.3 %

Equity, royalty and interest income from investees 25.1 26.7 (1.6) (6.0) %

Other operating (income) expense, net

(0.2) 1.1 (1.3) (118.2) %

OPERATING INCOME 228.5 211.6 16.9 8.0 %

Interest expense 25.4 31.4 6.0 19.1 %

Other income, net 2.1 3.7 (1.6) (43.2) %

INCOME BEFORE INCOME TAXES 205.2 183.9 21.3 11.6 %

Income tax expense 45.8 38.4 (7.4) (19.3) %

NET INCOME $ 159.4 $ 145.5 $ 13.9 9.6 %

PER SHARE DATA:

Basic earnings per share $ 1.93 $ 1.75 $ 0.18 10.3 %

Diluted earnings per share $ 1.91 $ 1.74 $ 0.17 9.8 %

For the Nine Months Ended September 30, Favorable

(Unfavorable)

Percent of Net sales 2025 2024 Percentage Points

Gross margin 28.1% 28.1% —

Selling, general and administrative expenses 10.5% 11.0% 0.5

Selling, general and administrative expenses were $51.0 million for the three months ended March 31, 2026 , an increase of $5.1 million compared to $45.9 million for the three months ended March 31, 2025 .

The increase was primarily driven by higher people-related and consulting expenses and an increase in amortization of internal-use software.

Selling, general and administrative expenses as a percentage of Net sales were 10.7% for the three months ended March 31, 2026 , a decrease of 0.3 percentage points compared to 11.0% for the three months ended March 31, 2025 .

The decrease in Selling, general and administrative expenses as a percentage of Net sales was primarily driven by the items noted above increasing at a lower rate in relation to the change in Net sales.

Research, development and engineering expenses

Net sales were $1,317.7 million for the nine months ended September 30, 2025 , an increase of $54.8 million compared to $1,262.9 million for the nine months ended September 30, 2024 .

The increase in Net sales was mainly due to higher volumes of $37.3 million and favorable pricing impacts of $29.9 million, partially offset by the unfavorable impacts of currency of $12.4 million.

The favorable impact from pricing is primarily driven by normal pricing initiatives and select increases as a result of tariffs.

Gross margin was $370.9 million for the nine months ended September 30, 2025 , an increase of $15.9 million compared to $355.0 million for the nine months ended September 30, 2024 .

The increase in Gross margin was mainly due to favorable pricing of $29.9 million as described above, favorable volumes of $13.0 million and a $9.8 million decrease in manufacturing and other costs, partially offset by unfavorable logistics costs of $27.4 million, $6.2 million in unfavorable currency impacts and a $3.1 million increase in one-time separation costs.

Gross margin as a percentage of Net sales was 28.1% for the nine months ended September 30, 2025 , consistent with a gross margin of 28.1% for the nine months ended September 30, 2024 .

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $137.9 million for the nine months ended September 30, 2025 , a decrease of $0.9 million compared to $138.8 million for the nine months ended September 30, 2024 .

The decrease was primarily driven by lower one-time separation costs of $6.4 million, partially offset by increased people-related and consulting expenses.

Selling, general and administrative expenses as a percentage of Net sales were 10.5% for the nine months ended September 30, 2025 , a decrease of 0.5 percentage points compared to 11.0% for the nine months ended September 30, 2024 .

The decrease in Selling, general and administrative expenses as a percentage of Net sales was primarily driven by the items noted above.

Research, development and engineering expenses were $8.1 million for the three months ended March 31, 2026 , a decrease of $1.0 million compared to $9.1 million for the three months ended March 31, 2025.

The decrease was primarily due to timing of engineering projects.

Research, development and engineering expenses as a percentage of Net sales were 1.7% for the three months ended March 31, 2026 a decrease of 0.5 percentage points compared to 2.2% for the three months ended March 31, 2025.

The decrease in Research, development and engineering expenses as a percentage of Net Sales was mainly due to the items noted above.

Equity, royalty and interest income from Investees

Equity, royalty and interest income from investees was $25.1 million for the nine months ended September 30, 2025 , a decrease of $1.6 million compared to $26.7 million for the nine months ended September 30, 2024 .

The decrease was primarily due to lower earnings of $1.6 million from our joint ventures in India and China.

Other Operating (Income) Expense, Net

Other operating (income) expense, net was $(0.2) million for the nine months ended September 30, 2025 , a decrease of $1.3 million compared to $1.1 million for the nine months ended September 30, 2024 .

The change was primarily due to prior year asset write-offs in 2024 that did not recur.

Equity, royalty and interest income from investees was $7.6 million for the three months ended March 31, 2026 , a decrease of $1.6 million compared to $9.2 million for the three months ended March 31, 2025.

The decrease was primarily due to lower earnings from one of our joint ventures in India.

These lower earnings were driven by a remeasurement of benefit obligations in India due to recent labor law changes.

Intangible asset amortization

Intangible asset amortization was $2.9 million for the three months ended March 31, 2026, an increase of $2.9 million compared to $0 for the three months ended March 31, 2025.

The increase was due to the $2.9 million in amortization of intangible assets acquired in the Koch Filter acquisition.

Other operating expense (income), net

Other operating expense (income), net was $6.1 million for the three months ended March 31, 2026, an increase of $6.3 million compared to $(0.2) million for the three months ended March 31, 2025.

The increase was primarily due to transaction costs of $6.3 million associated with the acquisition of Koch Filter.

Interest expense

Interest expense was $25.4 million for the nine months ended September 30, 2025 , a decrease of $6.0 million compared to $31.4 million for the nine months ended September 30, 2024 .

The decrease in Interest expense was primarily driven by a reduction to the interest rate on our borrowings and lower outstanding borrowings on our Credit Agreement as principal payments were made.

Other Income, Net

Other income, net was $2.1 million for the nine months ended September 30, 2025 , a decrease of $1.6 million compared to $3.7 million for the nine months ended September 30, 2024.

The decrease in Other income, net was due to an increase in the net loss on foreign exchange rate hedging.

Interest expense was $14.1 million for the three months ended March 31, 2026 , an increase of $5.7 million compared to $8.4 million for the three months ended March 31, 2025 .

The increase was primarily driven by the increased outstanding borrowings on our credit facility as additional borrowings were made during the quarter due to the Koch Filter acquisition.

Other (expense) income, net

Other (expense) income, net was $(1.0) million for the three months ended March 31, 2026, a decrease of $1.3 million compared to $0.3 million for the three months ended March 31, 2025.

The decrease in Other

(expense) income, net was due to an increase in the net loss on foreign exchange rate hedging which offset interest income that remained stable between the comparable periods.

Income tax expense

Our effective tax rate for the nine months ended September 30, 2025 was 22.3% , an increase of 1.4 percentage points compared to 20.9% for the nine months ended September 30, 2024 .

The increase in the effective tax rate was driven by an unfavorable change in the mix of earnings among tax jurisdictions and reductions to U.S.

tax incentives and credits due to the adoption of the OBBBA, partially offset by discrete tax items.

Our effective tax rate differs from the U.S.

statutory rate primarily due to differences in rates applicable to foreign subsidiaries, withholding taxes and state income taxes.

Our effective tax rate for the three months ended March 31, 2026 was 20.9% , a decrease of 0.4 percentage points compared to 21.3% for the three months ended March 31, 2025 .

The variance in the effective tax rate is primarily attributable to higher excess tax benefits on stock compensation due to stock price appreciation and an increase in U.S.

tax deductions and foreign tax credits due to the adoption of the One Big Beautiful Bill Act (“OBBBA”), partially offset by unfavorable change in the mix of earnings among tax jurisdictions.

Liquidity and Capital Resources

Our facilities under the Credit Agreement provide for $1.0 billion in total availability, which includes a $600 million term loan and a $400 million revolving credit facility.

As of September 30, 2025, we have outstanding borrowings of $577.5 million on the term loan and no amount was drawn on the revolving credit facility.

As a result, we had capacity under our revolving credit facility of $400 million as of September 30, 2025.

We believe that cash from operations and the facilities under our Credit Agreement will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures and future payments of our contractual, tax and benefit plan obligations and payments for share repurchases and quarterly dividends in both the short and long term.

On January 7, 2026, we entered into an Amended and Restated Credit Agreement (the “2026 Credit Agreement”).

Our facilities under the 2026 Credit Agreement provide for $1.5 billion in total availability, which includes a $1.0 billion term loan and a $500 million revolving credit facility.

The term loan facility was drawn on fully for the amount of $1.0 billion with proceeds used to refinance the outstanding term loan facility and finance in part the acquisition of Koch Filter.

As of March 31, 2026, we have outstanding borrowings of $1.0 billion on the term loan and no amount was drawn on the revolving credit facility.

As a result, we had capacity under our revolving credit facility of $500.0 million as of March 31, 2026.

We believe that cash from operations and the facilities under the 2026 Credit Agreement will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures, future payments of our contractual tax and benefit plan obligations and payments for share repurchases and quarterly dividends in both the short and long term.

Overall, we do not expect negative effects to our funding sources that would have a material effect on our liquidity.

5 unchanged sentences

Our cash flow activity is noted below:

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

(in millions)

2 unchanged sentences

Net cash used in investing activities (467.9) (12.4)

Net cash used in financing activities

(88.1) (18.0)

Net cash provided by (used in) financing activities

Operating Cash Flow

Net cash provided by operating activities was $155.2 million for the nine months ended September 30, 2025 , an increase of $69.8 million compared to $85.4 million for the nine months ended September 30, 2024 .

The increase was driven primarily by lower working capital requirements of $49.7 million and higher net income of $13.9 million .

During the nine months ended September 30, 2025 , lower working capital requirements resulted in a cash outflow of $32.2 million compared to a cash outflow of $81.9 million for the nine months ended September 30, 2024 , mainly due to higher trade payables and other accrued expenses and lower prepaids, partially offset by higher trade receivables.

Dividends received from our unconsolidated equity investees were $17.8 million and $22.6 million for the nine months ended September 30, 2025 and September 30, 2024 , respectively.

Net cash provided by operating activities was $38.1 million for the three months ended March 31, 2026 , an increase of $9.4 million compared to $28.7 million for the three months ended March 31, 2025 .

The increase was driven primarily by a favorable change in other assets of $5.6 million and higher net income adjusted for non-cash items of $4.3 million, partially offset by higher working capital requirements of $1.1 million .

three months ended March 31, 2026 , higher working capital requirements resulted in a cash outflow of $23.2 million compared to a cash outflow of $22.1 million for the three months ended March 31, 2025.

The higher working capital cash outflow for the three months ended March 31, 2026 was mainly due to lower accounts payable, partially offset by lower trade and other receivables and higher accrued expenses.

There were no dividends received from our unconsolidated equity investees for the three months ended March 31, 2026.

Dividends received from our unconsolidated equity investees were $5.7 million for the three months ended March 31, 2025 .

Investing Cash Flow

Net cash used in investing activities for the nine months ended September 30, 2025 and September 30, 2024 was primarily used for capital expenditures.

Our capital expenditures were $37.6 million (of which approximately $9.5 million related to one-time separation capital expenditures) and $38.6 million (of which approximately $12.4 million related to one-time separation capital expenditures) for the nine months ended September 30, 2025 and September 30, 2024 , respectively, corresponding to approximately 2.9% and 3.1% of Net sales for the nine months ended September 30, 2025 and September 30, 2024, respectively .

Net cash used in investing activities for the three months ended March 31, 2026 and March 31, 2025 was primarily used for the acquisition of Koch Filter and capital expenditures.

Our capital expenditures were $12.6 million for the three months ended March 31, 2026 and $12.4 million (of which approximately $3.5 million related to one-time separation capital expenditures) for the three months ended March 31, 2025 , corresponding to approximately 2.6% and 3.0% of Net sales for the three months ended March 31, 2026 and March 31, 2025, respectively .

Financing Cash Flow

Net cash used in financing activities for the nine months ended September 30, 2025 was $88.1 million compared to $18.0 million for the nine months ended September 30, 2024 .

Net cash used in financing activities for the nine months ended September 30, 2025 and September 30, 2024 consisted primarily of repurchases of common stock, payments made on our term loan and dividends paid.

We paid dividends of $12.7 million in the first nine months of 2025 and $4.2 million in the first nine months of 2024.

The first quarter 2025 dividend of $0.05 per share, declared on February 19, 2025 for shareholders of record as of March 4, 2025, was paid on March 19, 2025.

The second quarter of 2025 dividend of $0.05 per share, declared on May 21, 2025 for shareholders of record as of June 3, 2025, was paid on June 18, 2025.

The third quarter 2025 dividend of $0.055 per share, declared on August 13, 2025 for shareholders of record as of August 26, 2025, was paid on September 10, 2025.

Net cash provided by (used in) financing activities for the three months ended March 31, 2026 was $402.6 million compared to $(17.9) million for the three months ended March 31, 2025 .

Net cash provided by financing activities for the three months ended March 31, 2026 consisted of net debt proceeds of $995.6 million from our term loan, partially offset by payments made in the refinancing of our previous term loan of $570.0 million, withholding taxes paid on stock-based compensation, repurchases of common stock and dividends paid.

Net cash used in financing activity for the three months ended March 31, 2025 consisted primarily of repurchases of common stock, dividends paid and payments made on our term loan.

We paid dividends of $4.4 million in the first three months of 2026 and $4.1 million in the first three months of 2025.

The first quarter 2026 dividend of $0.055 per share, declared on February 9, 2026 for shareholders of record as of February 20, 2026, was paid on March 4, 2026.

The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making.

5 unchanged sentences

For more information regarding our lease obligations, see Note 9, Leases , to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, which provides a summary of our future minimum lease payments.

Our total debt was $577.5 million at September 30, 2025 and $592.5 million at December 31, 2024 .

At September 30, 2025 , the weighted-average term of our outstanding long-term debt was 1.9 years.

Our total debt was $998.1 million at March 31, 2026 and $570.0 million at December 31, 2025 .

At March 31, 2026 , the weighted-average term of our outstanding long-term debt was 4.8 years.

Refer to Note 8, Debt and Borrowing Arrangements , to the Condensed Consolidated Financial Statements for more information on our debt and debt covenants.

14 unchanged sentences

Additionally, we believe these metrics are widely used by investors, securities analysts, ratings agencies and others in our industry in evaluating performance.

• “Adjusted EBITDA” is defined as EBITDA after adding back certain one-time expenses, reflected in Cost of sales and Selling, general and administrative expenses, associated with becoming a standalone public company and “Adjusted EBITDA margin” is defined as Adjusted EBITDA as a percent of Net sales.

We believe Adjusted EBITDA and Adjusted EBITDA margin are useful measures of our operating performance as they allow investors and debt holders to compare our performance on a consistent basis without regard to one-time costs attributable to our becoming a standalone public company.

• “Adjusted EBITDA” is defined as EBITDA after adding back certain one-time expenses, reflected in Cost of sales and Selling, general and administrative expenses, associated with becoming a standalone public company, transaction costs associated with the Koch Filter acquisition and costs related to the integration of Koch Filter and “Adjusted EBITDA margin” is defined as Adjusted EBITDA as a percent of Net sales.

• “Adjusted earnings per share” is defined as diluted earnings per share (the most comparable U.S.

GAAP financial measure) after adding back certain one-time expenses, reflected in Cost of sales and Selling, general and administrative expenses, associated with becoming a standalone public company, transaction costs associated with the Koch Filter acquisition, costs related to the integration of Koch Filter and amortization of the intangible assets acquired in the Koch Filter acquisition less the related tax impact of the same one-time expenses, acquisition and integration costs and amortization expense.

We believe Adjusted earnings per share provides improved comparability of underlying operating results.

• “Free cash flow” is defined as cash flows provided by (used for) operating activities less capital expenditures and “Adjusted free cash flow” is defined as Free cash flow after adding back certain one-time capital expenditures and other separation related costs associated with becoming a standalone public company.

• “Free cash flow” is defined as cash flows provided by (used in) operating activities less capital expenditures and “Adjusted free cash flow” is defined as Free cash flow after adding back certain one-time items associated with becoming a standalone public company, transaction costs associated with the Koch Filter acquisition and costs related to the integration of Koch Filter.

We believe Free cash flow and Adjusted free cash flow are useful metrics used by management and investors to analyze our ability to service and repay debt and return value to shareholders.

12 unchanged sentences

A reconciliation of Net income to EBITDA and Adjusted EBITDA is shown in the table below:

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

For the Three Months Ended March 31,

(in millions)

4 unchanged sentences

EBITDA (non-GAAP) $ 87.1 $ 72.4

One-time separation costs (a)

$ 3.7 $ 8.9 $ 15.5 $ 18.7

Acquisition costs (a)

One-time integration costs (a)

One-time separation costs (b)

Adjusted EBITDA (non-GAAP) $ 94.5 $ 81.7

3 unchanged sentences

Adjusted EBITDA margin (non-GAAP) 19.8 % 19.6 %

(a) Primarily comprised of one-time expenses related to Information Technology, warehousing, manufacturing and Human Resources separation costs.

(a) Primarily comprised of transaction costs associated with the Koch Filter acquisition and other Information Technology, Human Resources and manufacturing costs related to the integration of Koch Filter.

(b) Primarily comprised of one-time expenses related to Information Technology, warehousing, manufacturing and Human Resources separation costs.

A reconciliation of Diluted earnings per share to Adjusted earnings per share is shown in the table below:

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

For the Three Months Ended March 31,

Diluted earnings per share $ 0.59 $ 0.54

One-time separation costs (a)

$ 0.04 $ 0.11 $ 0.17 $ 0.22

Tax impact of one-time separation costs (a)

$ 0.01 $ 0.02 $ 0.04 $ 0.04

Acquisition costs (a)

One-time integration costs (a)

One-time separation costs (b)

Intangible asset amortization (c)

Tax impact of acquisition costs (a)

Tax impact of one-time integration costs (a)

Tax impact of one-time separation costs (b)

Tax impact of intangible asset amortization (c)

Adjusted earnings per share $ 0.69 $ 0.63

(a) Primarily comprised of one-time expenses related to Information Technology, warehousing, manufacturing and Human Resources separation costs and the related tax impact of those expenses.

The tax impact of one-time separation costs for the three months ended September 30, 2025 and 2024 were $0.9 million and $1.6 million, respectively, and for the nine months ended September 30, 2025 and 2024 were $3.4 million and $3.8 million, respectively.

The tax impact of acquisition and integration costs for the three months ended March 31, 2026 were $1.3 million and $0.2 million, respectively.

(b) Primarily comprised of one-time expenses related to Information Technology, warehousing, manufacturing and Human Resources separation costs and the related tax impact of those expenses.

The tax impact of one-time separation costs for the three months ended March 31, 2025 were $2.0 million.

(c) Amortization expense of the intangible assets acquired in the Koch Filter acquisition were $2.9 million for the three months ended March 31, 2026.

The tax impact of the amortization expense for the three months ended March 31, 2026 was $0.6 million.

A reconciliation of Net cash provided by operating activities to Free cash flow and Adjusted free cash flow is shown in the table below:

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

For the Three Months Ended March 31,

(in millions)

2 unchanged sentences

Free cash flow (non-GAAP) $ 25.5 $ 16.3

Acquisition costs $ 6.3 $ —

One-time integration costs 1.1 —

One-time separation capital expenditures — 3.5

Other one-time separation related (a)

Adjusted free cash flow (non-GAAP) $ 32.9 $ 19.8

(a) Primarily comprised of one-time working capital inefficiencies associated with the move from intercompany settlement terms with Cummins to standalone practices.

Critical Accounting Policies and Estimates

3 unchanged sentences

Our critical accounting policies and estimates, which affect our more significant estimates and assumptions used in preparing our consolidated financial statements, are identified and described in our Annual Report on Form 10-K for the year ended December 31, 2025.

There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 .

There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, except for the addition of the accounting policies set forth below.

Business Combinations

Accounting for acquisitions requires Atmus to recognize separately from goodwill the assets acquired and liabilities assumed at their acquisition date fair values.

Goodwill is measured as the excess of the purchase price over the net amount allocated to the identifiable assets acquired and liabilities assumed.

While management uses its best estimates and assumption to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement.

As a result, during the measurement period, which may be up to one year from the acquisition date, Atmus may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

The operating results generated by the acquired businesses are included in the Condensed Consolidated Statements of Net Income from their respective dates of acquisition.

Acquisition related costs are expensed as incurred.

See Note 2, Acquisitions for additional information.

Intangible Assets

Identifiable intangible assets include customer relationships and trade names acquired during business combinations.

Identifiable intangible assets are amortized on a straight-line bases with estimated useful lives ranging from 15-20 years.

See Note 2, Acquisitions for additional information.

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-Q

Item 1. Financial Statements