What changed in this filing

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Item 1. Business

2026-02-10 compared with 2025-02-11 · 133 added, 135 removed, 325 unchanged (45% of the section changed)

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In 2001, we changed our name to Cummins Inc.

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

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

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

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

Our five reportable segments - Engine, Components, Distribution, Power Systems and Accelera - offer a broad portfolio, including advanced diesel, electric and hybrid powertrains;

integrated power generation systems;

critical components such as aftertreatment, turbochargers, fuel systems, controls, transmissions, axles and brakes;

and zero emissions technologies like battery and electric powertrain systems.

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

We sell our products to original equipment manufacturers (OEMs), distributors, dealers and other customers worldwide.

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The exchange resulted in a reduction of shares of our common stock outstanding by 5.6 million shares and a gain of approximately $1.3 billion.

See NOTE 21, "ATMUS INITIAL PUBLIC OFFERING (IPO) AND DIVESTITURE," to our Consolidated Financial Statements for additional information.

See NOTE 21, “ATMUS DIVESTITURE,” to our Consolidated Financial Statements for additional information.

Settlement Agreements

In December 2023, we announced that we reached an agreement in principle with the U.S.

Environmental Protection Agency (EPA), the California Air Resources Board (CARB), the Environmental and Natural Resources Division of the U.S.

Department of Justice (DOJ) and the California Attorney General’s Office to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S., which became final and effective in April 2024 (collectively, the Settlement Agreements).

In December 2023, we announced that we reached an agreement in principle with the EPA, CARB, the DOJ and the California Attorney General’s Office to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S., which became final and effective in April 2024 (collectively, the Settlement Agreements).

In the second quarter of 2024, we made $1.9 billion of payments required by the Settlement Agreements.

See NOTE 14, “COMMITMENTS AND CONTINGENCIES,” to our Consolidated Financial Statements for additional information.

OPERATING SEGMENTS

We have five complementary operating segments:

REPORTABLE SEGMENTS

We have five complementary reportable segments:

Engine, Components, Distribution, Power Systems and Accelera.

These segments share technology, customers, strategic partners, brand recognition and our distribution network in order to compete more efficiently and effectively in their respective markets.

In each of our operating segments, we compete worldwide with a number of other manufacturers and distributors that produce and sell similar products.

In each of our reportable segments, we compete worldwide with a number of other manufacturers and distributors that produce and sell similar products.

Our products primarily compete on the basis of performance, price, total cost of ownership, fuel economy, emissions compliance, speed of delivery, quality and customer support.

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

We believe EBITDA is a useful measure of our operating performance as it assists investors and debt holders in comparing our performance on a consistent basis without regard to financing methods, capital structure, income taxes or depreciation and amortization methods, which can vary significantly depending upon many factors.

See NOTE 25, "OPERATING SEGMENTS," to our Consolidated Financial Statements for additional information and a reconciliation of our segment information to the corresponding amounts in our Consolidated Statements of Net Income .

See NOTE 24, “REPORTABLE SEGMENTS,” to our Consolidated Financial Statements for additional information and a reconciliation of our segment information to the corresponding amounts in our Consolidated Statements of Net Income .

Engine Segment

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(1) Measured before intersegment eliminations

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

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

We manufacture a wide variety of engine products including:

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• Heavy-duty truck - We manufacture diesel and natural gas engines that range from 310 to 615 horsepower serving global heavy-duty truck customers worldwide, primarily in North America, China and Australia.

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

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

Applications include pick-up, delivery, emergency vehicles, regional haul and vocational trucks and school, transit and shuttle buses.

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(Stellantis) in North America and LCV markets in Latin America and China.

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

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

The principal customers of our heavy-duty truck engines include truck manufacturers such as PACCAR Inc.

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We sell our industrial engines to manufacturers of construction and agricultural equipment including Hyundai Heavy Industries, Komatsu Ltd.

(Komatsu), Zoomlion Heavy Industry Science & Technology Co., Ltd, Xuzhou Construction Machinery Group, Guangxi LiuGong Machinery Co., Ltd, JLG Industries, Inc.

and Sany Group.

(Komatsu), J.C.

Bamford Excavators Ltd., Zoomlion Heavy Industry Science & Technology Co., Ltd, Xuzhou Construction Machinery Group, Guangxi LiuGong Machinery Co., Ltd, JLG Industries, Inc.

and SANY Heavy Industry Co., Ltd.

In the Engine segment, our competitors vary from country to country, with local manufacturers generally predominant in each geography.

Other independent engine manufacturers include Weichai Power Co.

and Deutz AG.

Other independent engine manufacturers include Weichai Power Co., Ltd., Yuchai and Deutz AG.

Truck OEMs may also elect to produce their own engines, and we must provide competitive products to win and keep their business.

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(1) Measured before intersegment eliminations

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

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

We design and develop these products and systems to meet increasingly stringent emission and fuel economy standards.

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

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

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

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

The change had no impact on our consolidated results.

The Components segment is organized around the following businesses:

• Drivetrain and braking systems - We design, manufacture and supply drivetrain systems, including axles, drivelines, brakes and suspension systems primarily for commercial vehicle and industrial applications.

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

We primarily serve markets in North America, Europe, South America, India, Asia Pacific and China.

• Emission solutions - We are a global leader in designing, manufacturing and integrating aftertreatment technology and solutions for the commercial on- and off-highway light-duty, medium-duty, heavy-duty and high-horsepower engine markets.

We also market and sell on-highway, off-highway and other products principally for OEM dealers and other independent distributors and service garages within the aftermarket industry.

We primarily serve markets in North America, Europe, South America, Asia Pacific, China and India.

• Emission solutions - We design, manufacture and integrate aftertreatment technology and solutions for the commercial on- and off-highway light-duty, medium-duty, heavy-duty and high-horsepower engine markets.

Aftertreatment is the mechanism used to convert engine emissions of criteria pollutants, such as particulate matter, nitrogen oxides (NOx), carbon monoxide and unburned hydrocarbons into harmless emissions.

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We serve both OEM first fit and retrofit customers.

• Components and software - We design, manufacture and market turbocharger, fuel system and valvetrain technologies for light-duty, mid-range, heavy-duty and high-horsepower markets.

• Components and software - We design, manufacture and market turbocharger, fuel system and valvetrain technologies for light-duty, medium-duty, heavy-duty and high-horsepower markets.

We also design, develop and supply electronic control modules, sensors and supporting software for on-highway, off-highway and power generation applications.

We primarily serve markets in North America, Europe, China and India.

We primarily serve markets in North America, China, Europe and India.

• Automated transmissions - We develop and supply automated transmissions for the heavy-duty commercial vehicle market.

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

Automated transmissions include automated manual transmissions and automatic transmissions for internal combustion engines.

The Eaton Cummins Automated Transmission Technologies (ECJV) joint venture is a consolidated 50/50 joint venture between Cummins Inc.

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• Atmus - On March 18, 2024, we completed the divestiture of our remaining 80.5 percent ownership of Atmus common stock through a tax-free split-off.

See NOTE 21, "ATMUS INITIAL PUBLIC OFFERING (IPO) AND DIVESTITURE," to our Consolidated Financial Statements for additional information.

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

Customers of the Components segment generally include the Engine, Distribution, Power Systems and Accelera segments, joint ventures including Tata Cummins Ltd., Dongfeng Cummins Engine Co., Ltd.

and Beijing Foton Cummins Engine Co., Ltd., truck manufacturers and other OEMs, many of which are also customers of the Engine segment, such as PACCAR, Daimler, Volvo, Traton, Tata Motors Ltd.

(Tata Motors) and other manufacturers that use our components in their product platforms.

and Beijing Foton Cummins Engine Co., Ltd., truck manufacturers and other OEMs, many of which are also customers of the Engine segment, such as PACCAR, Daimler, AB Volvo, Traton, Stellantis and other manufacturers that use our components in their product platforms.

The Components segment competes with other manufacturers of aftertreatment systems, turbochargers, fuel systems, drivetrain systems and transmissions.

Our primary competitors in these markets include Robert Bosch GmbH, Parker-Hannifin Corporation, Garrett Motion, Inc., Borg-Warner Inc., Tenneco Inc., Eberspacher Holding GmbH & Co.

KG, Denso Corporation, Allison Transmission, Aisin Corporation, Knorr-Bremse AG, ZF Friedrichshafen AG and Dana Incorporated.

Our primary competitors in these markets include Robert Bosch GmbH, Garrett Motion, Inc., Borg-Warner Inc., Tenneco Inc., Eberspacher Holding GmbH & Co.

KG, Allison Transmission, Knorr-Bremse AG and ZF Friedrichshafen AG.

Distribution Segment

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Wholly-owned locations operate and serve markets in the seven geographic regions noted below.

Joint venture locations serve markets in South America, Southeast Asia and India while independent distribution locations serve markets in these and other geographies.

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

Distribution’s mission encompasses the sale and support of a wide range of products and services, including power generation systems, high-horsepower engines, heavy-duty and medium-duty engines designed for on- and off-highway use, application engineering services, custom-designed assemblies, retail and wholesale aftermarket parts and in-shop and field-based repair services.

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Our familiarity with a wide range of market applications allows us to tailor sales, service and support to meet customer-specific needs.

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

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

Across these regions, our locations compete with distributors or dealers that offer similar products.

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The Power Systems segment is organized around the following product lines:

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

We also provide turnkey solutions for distributed generation and energy management applications using natural gas, diesel and newer alternative sustainable fuels such as hydrotreated vegetable oil and renewable natural gas.

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

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

• Industrial - We design, manufacture, sell and support diesel and natural gas high-speed, high-horsepower engines up to 4,400 horsepower for a wide variety of equipment in mining, oil and gas, marine, rail and defense applications throughout the world.

• Generator technologies - We design, manufacture, sell and support A/C generator/alternator products for internal consumption and for external generator set assemblers.

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

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

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

Our customer base for Power Systems offerings is highly diversified, with customer groups varying based on their power needs.

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Accelera Segment

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

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

The Accelera segment designs, manufactures, sells and supports electrified power systems with innovative components and subsystems, including battery and electric powertrain technologies.

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

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

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

We will continue to fulfill existing customer commitments.

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

We anticipate our customer base for Accelera offerings will be highly diversified, representing multiple end markets with a broad range of application requirements.

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

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

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

Our primary competitors include Daimler, PACCAR, Traton, BYD Company Limited, Dana Incorporated, BorgWarner Inc., Nel ASA, Siemens Energy, Thyssenkrupp and Plug Power Inc.

We will continue to pursue relationships in markets as they adopt electric solutions.

In the markets served by the Accelera segment, we compete with battery companies, powertrain component manufacturers and vertically integrated OEMs.

Our primary competitors include Daimler, PACCAR, Traton, BYD Company Limited, Dana Incorporated and BorgWarner Inc.

JOINT VENTURES, ALLIANCES AND NON-WHOLLY-OWNED SUBSIDIARIES

We entered into a number of joint venture agreements and alliances with business partners around the world.

We have a number of joint venture agreements and alliances with business partners around the world.

Our joint ventures are either distribution or manufacturing entities.

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Manufacturing entities

Dongfeng Cummins Engine Company, Ltd.

$ 66 22 % $ 65 19 % $ 45 20 %

Chongqing Cummins Engine Company, Ltd.

$ 89 24 % $ 60 20 % $ 36 11 %

Dongfeng Cummins Engine Company, Ltd.

70 19 % 66 22 % 65 19 %

Beijing Foton Cummins Engine Co., Ltd.

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All other manufacturers 29 8 % 25 (1)

9 % 91 27 % 28 (2)

Distribution entities

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(1) Included a $17 million impairment of our joint ventures in the fourth quarter of 2024 related to our Accelera strategic reorganization actions.

See NOTE 22, "ACCELERA STRATEGIC REORGANIZATION ACTIONS," to our Consolidated Financial Statements for additional information.

(2) Included a $28 million impairment of our joint venture with KAMAZ and $3 million of royalty charges as part of our costs associated with the indefinite suspension of our Russian operations.

See NOTE 24, "RUSSIAN OPERATIONS," to our Consolidated Financial Statements for additional information.

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

(2) This total represents our share of net income of our equity investees and is exclusive of royalties and interest income from our equity investees.

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Our engine manufacturing joint ventures are supplied by our Components segment in the same manner as it supplies our wholly-owned Engine segment and Power Systems segment manufacturing facilities.

Our Components segment joint ventures and wholly-owned entities provide axles, drivelines, brakes and suspension systems for commercial diesel and natural gas applications, aftertreatment systems, turbochargers, fuel systems, valvetrain technologies, automated transmissions and electronics that are used with our engines as well as some competitors' products.

Our Components segment joint ventures and wholly-owned entities provide drivetrain and braking systems for commercial diesel and natural gas applications, aftertreatment systems, turbochargers, fuel systems, valvetrain technologies, automated transmissions and electronics that are used with our engines as well as some competitors' products.

The results and investments in our joint ventures in which we have 50 percent or less ownership interest (except for ECJV, which is consolidated due to our majority voting interest) discussed below are included in equity, royalty and interest income from investees and investments and advances related to equity method investees in our Consolidated Statements of Net Income and Consolidated Balance Sheets , respectively.

• Chongqing Cummins Engine Company, Ltd.

- Chongqing Cummins Engine Company, Ltd.

is a joint venture in China with Chongqing Machinery and Electric Co.

This joint venture manufactures several models of our heavy-duty and high-horsepower diesel engines primarily serving the industrial and power generation markets in China.

• Dongfeng Cummins Engine Company, Ltd.

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Off-highway engines are used in a variety of construction, power generation, marine and agriculture markets in China.

• Chongqing Cummins Engine Company, Ltd.

- Chongqing Cummins Engine Company, Ltd.

is a joint venture in China with Chongqing Machinery and Electric Co.

This joint venture manufactures several models of our heavy-duty and high-horsepower diesel engines primarily serving the industrial and stationary power markets in China.

• Beijing Foton Cummins Engine Co., Ltd.

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is a joint venture in China with Beiqi Foton Motor Co., Ltd., a commercial vehicle manufacturer, which has two distinct lines of business - a light-duty business and a heavy-duty business.

The light-duty business produces our families of ISF 2.5 liter to 4.5 liter high performance light-duty diesel engines in Beijing.

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

The light-duty business produces our families of ISF 2.5 liter to 4.5 liter high performance light-duty diesel engines in Beijing, which are used in light-duty and medium-duty commercial trucks, pick-up trucks, buses, multipurpose and sport utility vehicles with the main market in China.

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

The heavy-duty business produces 7.0 liter to 14.5 liter high performance heavy-duty diesel and natural gas engines in Beijing.

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

The heavy-duty business produces 7.0 liter to 14.5 liter high performance medium-duty and heavy-duty diesel and natural gas engines, which are used in commercial trucks, certain types of construction equipment and industrial applications.

• Tata Cummins, Ltd.

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This joint venture manufactures Cummins' 3.8 to 8.9 liter diesel and natural gas engines in India with a power range from 75 to 400 horsepower for use in trucks and buses manufactured by Tata Motors, as well as for various on-highway, industrial and power generation applications for Cummins.

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

The joint venture will manufacture battery cells for electric commercial vehicles and industrial applications.

The joint venture received all government approvals and began operations in May 2024, but is not expected to begin production until 2027.

The joint venture meets the definition of a variable interest entity since the equity-at-risk is not currently sufficient to support the future operations of the joint venture.

Accelera, Daimler Truck and PACCAR each own 30 percent of the joint venture and have two board positions, while EVE Energy owns 10 percent and has one board position.

Our Amplify Cell Technologies LLC (Amplify) joint venture meets the definition of a variable interest entity since the equity-at-risk is not currently sufficient to support the future operations of the joint venture.

Accelera, Daimler Truck and US Holding LLC and PACCAR, Inc.

each own 30 percent of the joint venture and have two board positions, while EVE Energy owns 10 percent and has one board position.

All significant decisions require majority or super-majority approval of the board.

As a result, we are not the primary beneficiary of the joint venture, and the joint venture is not consolidated.

As a result, we are not the primary beneficiary of the joint venture, and it is not consolidated.

We account for the joint venture using the equity method.

As of December 31, 2024, we had contributed $211 million, and our maximum remaining required contribution to the joint venture was $619 million, which could be reduced by future government incentives received by the joint venture.

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

Our Amplify joint venture will manufacture battery cells for electric commercial vehicles and industrial applications.

The joint venture was formed in May 2024, but is not expected to begin production until 2028.

As of December 31, 2025, we contributed $412 million and our maximum remaining required contribution to the joint venture was $418 million, which could be reduced by future government incentives received by the joint venture.

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

Distribution Entity

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Our Category Strategy Framework process supports the review of our long-term needs and guides decisions on what we make internally and what we purchase externally.

For externally purchased items, the strategies also identify the suppliers we should consider for long-term supply agreements to provide the best technology, the lowest total cost and highest supply chain performance.

We design and/or manufacture our strategic components used in or with our engines, power generation units, drivetrain and braking systems and Accelera products.

Key suppliers are managed through long-term supply agreements that seek to secure capacity, delivery and quality and to assure cost requirements are met over an extended period.

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PACCAR is our largest customer, accounting for 13 percent of our consolidated net sales in 2025, 16 percent in 2024 and 16 percent in 2023.

We have long-term supply agreements with PACCAR for our heavy-duty and medium-duty engines and aftertreatment systems.

We have long-term supply agreements with PACCAR for our heavy-duty and medium-duty engines and aftertreatment, driveline and brake systems.

While a significant number of our sales to PACCAR are under long-term supply agreements, these agreements provide for particular engine requirements for specific vehicle models and not a specific volume of engines or aftertreatment systems.

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We have supplied engines to PACCAR for 81 years.

A summary of principal customers for each operating segment is included in our segment discussion.

In addition to our agreement with PACCAR, we have long-term heavy-duty and medium-duty engine and aftertreatment system supply agreements with Traton and Daimler.

A summary of principal customers for each reportable segment is included in our segment discussion.

In addition to our agreement with PACCAR, we have heavy-duty and medium-duty engine and aftertreatment system supply agreements with Traton and Daimler.

We also have an agreement with Stellantis to supply engines and aftertreatment products for its pick-up truck applications.

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Disruption risk in certain categories of our supply chains exist and could negatively impact our ability to meet customer demand.

We have supply agreements with some truck and off-highway equipment OEMs and firm orders from data center and electrolyzer customers, however a large portion of our business is transacted through open purchase orders.

We have supply agreements with some truck and off-highway equipment OEM customers;

however a large portion of our business is transacted through open purchase orders.

Many of these open orders are historically subject to month-to-month releases and are subject to cancellation on reasonable notice without cancellation charges and therefore are not considered firm.

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

We continue to work closely with our suppliers and customers to meet the demand.

RESEARCH AND DEVELOPMENT

RESEARCH, DEVELOPMENT AND ENGINEERING

In 2025, we continued to invest in future critical technologies and products.

We will continue to make investments to develop new products and improve our current technologies to meet future emission standards around the world, improvements in fuel economy performance of diesel and natural gas-powered engines and related components, as well as development activities around electrified power systems with innovative components and systems including battery and electric power technologies and hydrogen production technologies.

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

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

From time to time, we enter into agreements with customers and government agencies to fund a portion of the research and development costs of a particular project.

When not associated with a sales contract, we generally account for these reimbursements as an offset to the related research and development expenditure.

Research and development expenses, net of contract reimbursements,

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

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

RD&E expenditures include salaries, contractor fees, building costs, utilities, testing, technical IT expenses, administrative expenses and allocation of corporate costs and are expensed, net of contract reimbursements, when incurred.

From time to time, we enter into agreements with customers and government agencies to fund a portion of the RD&E costs of a particular project.

When not associated with a sales contract, we generally account for these reimbursements as an offset to the related RD&E expenditure.

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

Contract reimbursements were $54 million, $72 million and $81 million in 2025, 2024 and 2023, respectively.

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As climate-related risks affect all aspects of the business, the enterprise risks incorporate, where relevant, climate-related aspects, with a separate stand-alone enterprise risk on climate change.

The Safety, Environment and Technology (SET) committee provides overall guidance and insight on major environmental sustainability initiatives such as our environmental sustainability strategy, as well as environmental management at our facilities and operations.

In 2019, we introduced our current environmental sustainability strategy focused on three priority areas:

addressing climate change and air emissions, using natural resources in the most sustainable way and improving communities.

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

The environmental sustainability strategy includes nine specific goals to achieve by 2030, including science-based greenhouse gas (GHG) reduction targets for newly sold products and facilities, as well as aspirational targets for 2050.

We started reporting progress on these nine goals, most of which have a baseline year of 2018, in 2022.

Key actions in 2024 included completing the planned capital spending to meet the 2030 facility reduction goals for GHG emissions, water and waste;

improving GHG measurement and modeling for product emissions;

and identifying technology portfolio opportunities toward progress of product GHG reduction.

In 2024, we also initiated a planned midpoint review of our 2030 sustainability goals.

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

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

The nine goals for 2030 are as follows:

The Board’s Safety, Environment and Technology (SET) committee provides overall guidance and insight on major environmental sustainability initiatives such as our environmental sustainability strategy, as well as environmental management at our facilities and operations.

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

Our comprehensive environmental sustainability strategy focuses on three interconnected priority areas:

decarbonization, materials and communities.

The environmental sustainability strategy includes specific goals to achieve by 2030, including science-based greenhouse gas (GHG) reduction targets for facilities and newly sold products.

We started reporting progress on these goals, most of which have a baseline year of 2018, in 2022.

In 2025, we completed a planned midpoint review of our 2030 environmental sustainability goals.

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

Key outcomes of the 2030 midpoint goal review include:

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

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

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

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

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

The updated 2030 environmental sustainability goals are as follows:

• Reduce absolute GHG emissions from facilities and operations by 50 percent.

• Reduce scope three absolute lifetime GHG emissions from newly sold products by 25 percent.

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

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

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

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

• Reduce volatile organic compounds emissions from paint and coating operations by 50 percent.

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

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

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

• Reduce absolute water consumption in facilities and operations by 30 percent.

• Produce net water benefits that exceed our annual water use in all our regions.

Our most recent Sustainability Progress Report and previous reports are available on our website at www.cummins.com/company/esg/sustainability-progress-reports.

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

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

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

Our most recent Sustainability Progress Report and Climate Transition Plan are available on our website at www.cummins.com/company/esg/sustainability-progress-reports.

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

Corporate Sustainability Assessment are also available on our website.

These reports are not incorporated into this Form 10-K by reference.

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

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

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

ENVIRONMENTAL COMPLIANCE

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Approximately 20,000 of our employees worldwide were represented by various unions under collective bargaining agreements that expire between 2026 and 2030.

Throughout our more than 100-year history, we have always recognized that people drive the strength of our business and our ability to effectively serve our customers and sustain our competitive position.

Throughout our more than 100-year history, we always have recognized that people drive the strength of our business and our ability to effectively serve our customers and sustain our competitive position.

We are focused on harmonizing our approach to talent to provide seamless opportunities and better experiences to our employees around the world.

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Through our talent strategy, our goal is to provide all employees with equitable access to the development and career opportunities that a global company, like Cummins, enables.

Competitive Pay and Benefits

To attract and retain the best employees, we focus on providing progressive, competitive pay and benefits.

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

We provide benefit programs with the goal of improving the physical, mental, emotional, social and financial wellness of our employees throughout their lifetime.

Some examples include base and variable pay, healthcare programs, paid time off, flexible work, retirement saving plans and employee stock purchase plans.

Competitive Pay, Benefits and Well-Being

To attract and retain the best talent, we focus on providing progressive, market-competitive pay, benefits and rewards.

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

We provide benefit programs with the goal of supporting the emotional, financial, physical and social health of our employees throughout their career at Cummins.

Some examples include base and variable pay, healthcare programs, global mental health support, paid time off, flexible work, retirement saving plans and employee stock purchase plans.

When designing our base pay ranges, we conduct market analyses to ensure our ranges are competitive and our employees are advancing their earning potential.

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paid parental leave for primary and secondary caregivers;

travel benefits and advanced medical services to support complex health care needs;

travel benefits and advanced medical services to support complex healthcare needs;

global employee assistance programs;

and a global mental health program, all designed to support employees on the journey to well-being.

and a global mental health program, all designed to support employees and their families on the journey to well-being.

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

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

Employee Safety and Wellness

Cummins is committed to being world-class in health and safety.

We are committed to being world-class in health and safety.

We are committed to removing conditions that cause personal injury or occupational illness, and we make decisions and promote behaviors that protect employees from risk of injury.

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• Executed robust safety protocols for essential on-site personnel.

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

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

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

As part of this effort, we provide remote ergonomic evaluations and support to help employees create off-site workspaces that are safe.

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Diversity and Inclusion

At Cummins, our commitment to inclusion dates back more than a half-century and continues to be core to our fabric and continued success.

Our commitment to inclusion dates back more than a half-century and continues to be core to our fabric and continued success.

We leverage the strength of our broadly diverse, global workforce to drive innovation and business results and deliver superior solutions for our customers and communities.

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This commitment starts at the top with our Board and permeates throughout our organization as everyone plays a role in nurturing inclusive environments where all employees can reach their full potential and thrive.

Our strong focus on cultivating an inclusive culture underscores our belief that a diverse and inclusive workforce is a core value and competitive advantage for Cummins.

Our strong focus on cultivating an inclusive culture underscores our belief that a diverse and inclusive workforce is a core value and competitive advantage for us.

This focus dates back to the early 1970s as reflected in a public statement made by our former Chairman, J.

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We believe that we are in compliance with such laws and regulations in all material respects.

For more information on the topics above and our management of our human capital resources, please go to sustainability.cummins.com.

For more information on the topics above, please go to https://www.sustainability.cummins.com.

Information from our sustainability report and sustainability webpage is not incorporated by reference into this filing.

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The SEC maintains an internet site that contains annual, quarterly and current reports, proxy and information statements and other information that Cummins files electronically with the SEC.

The SEC's internet site is www.sec.gov.

Our internet site is www.cummins.com.

You can access our Investors and Media webpage through our internet site, by hovering on the heading "Company" and selecting "Investor Relations" link under the "About Us" section.

The SEC's internet site is https://www.sec.gov.

Our internet site is https://www.cummins.com.

You can access our Investors and Media webpage through our internet site, by hovering on the heading “Company” and selecting “Investor Relations” link under the “About Us” section or directly at https://www.cummins.com/company/investor-relations.

We make available, free of charge, on or through our Investors and Media webpage, our proxy statements, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934 or the Securities Act of 1933, each, as amended, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

We also have a Corporate Governance webpage.

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

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

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

Code of Conduct, Committee Charters and other governance documents are included at this site.

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Vice President and President—Components (2019-2020)

Barner (67) Vice President—Chief Administrative Officer (2021) Vice President—Chief Administrative Officer and Corporate Secretary (2021-2023)

Vice President—General Counsel and Corporate Secretary (2020-2021)

Vice President—General Counsel (2012-2020)

Marvin Boakye (52) Vice President—Chief Human Resources Officer (2022) Chief People and Diversity Officer—Papa John's International (2019-2022)

Bush (51) Vice President and President—Power Systems (2022) Vice President—Cummins Sales & Service North America (2017-2022)

Davis (55) Vice President and President—Accelera and Components (2023) Vice President and President—Accelera (2020-2023)

Davis (56) Vice President and President—Accelera by Cummins and Components (2023) Vice President and President—Accelera by Cummins (2020-2023)

Vice President—Cummins Filtration (2018-2020)

Bonnie Fetch (54) Vice President and President—Distribution Business (2024) Vice President—Global Supply Chain and Manufacturing (2022-2023)

Bonnie Fetch (55) Executive Vice President and President—Operations (2025) Vice President and President—Distribution Business (2024)

Vice President—Global Supply Chain and Manufacturing (2022-2023)

Vice President—DBU Supply Chain Services (2020-2022)

Executive Director, Supply Chain—DBU (2018-2020)

Lamb-Hale (58) Vice President—Chief Legal Officer and Corporate Secretary (2023) Vice President—Chief Legal Officer (2022-2023)

John Gaidoo (50) Vice President—Chief Legal Officer (2025) Vice President - Senior Deputy Counsel (2023-2025)

Deputy General Counsel (2021-2023)

Lead Lawyer - Employment and Labor Relations (2018-2021)

Lamb-Hale (59) Vice President—Chief Administrative Officer and Corporate Secretary (2025) Vice President—Chief Legal Officer and Corporate Secretary (2023-2025)

Vice President—Chief Legal Officer (2022-2023)

Vice President—General Counsel (2021-2022)

Managing Director and Washington, DC City Leader—Kroll (2020-2021)

Managing Director—Kroll (2016-2020)

Brett Merritt (49) Vice President and President—Engine Business (2024) Vice President—On-Highway Engine Business and Vice President of Strategic Customer Relations (2023)

Vice President—On-Highway Engine Business (2017-2023)

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

Smith (58) Vice President—Chief Financial Officer (2019)

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Strategy Director—Power Systems Business Unit (2018-2021)

Jonathan Wood (54) Vice President—Chief Technical Offer (2023) Vice President—New Power Engineering (2021-2023)

Jonathan Wood (55) Vice President—Chief Technical Officer (2023) Vice President—New Power Engineering (2021-2023)

Vice President—Components Engineering (2018-2021)

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

Vice President and President - Cummins Turbo Technologies (2017-2022)

Our Chair and CEO is elected annually by the Board and holds office until the meeting of the Board at which her election is next considered.

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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 1. Business