13 unchanged sentences
The information required by Item 10 is incorporated by reference to the relevant information under the captions “Corporate Governance” and “Election of Directors” in our 2026 Proxy Statement, which will be filed within 120 days after the end of 2025.
−Removed: Information regarding our executive officers may be found in Part 1 of this annual report under the caption "Information About Our Executive Officers." Except as otherwise specifically incorporated by reference, our Proxy Statement is not deemed to be filed as part of this annual report.
+Added: Information regarding our executive officers may be found in Part I of this annual report under the caption “Information About Our Executive Officers.” Except as otherwise specifically incorporated by reference, our Proxy Statement is not deemed to be filed as part of this annual report.
Executive Compensation
17 unchanged sentences
(1) The number is comprised of 395,727 stock options, 407,557 performance shares and 420,936 restricted shares.
−Removed: See Note 18, "STOCK INCENTIVE AND STOCK OPTION PLANS," to the Consolidated Financial Statements for a description of how options and shares are awarded.
+Added: See Note 18, “STOCK INCENTIVE AND STOCK OPTION PLANS,” to our Consolidated Financial Statements for a description of how options and shares are awarded.
(2) The weighted-average exercise price relates only to the 395,727 stock options.
21 unchanged sentences
Description of Exhibit
−Removed: Agreement and Plan of Merger, dated February 21, 2022, by and among Meritor, Inc., Cummins Inc.
−Removed: and Rose NewCo Inc.
−Removed: (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2022 (File No.
Restated Articles of Incorporation, as amended and restated, effective as of May 8, 2018 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2018 (File No.
8 unchanged sentences
with the Securities and Exchange Commission on September 24, 2013 (File No.
−Removed: Third Supplemental Indenture, dated as of August 24, 2020, between Cummins Inc.
−Removed: Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Cummins Inc.
−Removed: with the Securities and Exchange Commission on August 24, 2020 (File No.
Fourth Supplemental Indenture, dated as of August 24, 2020, between Cummins Inc.
14 unchanged sentences
with the Securities and Exchange Commission on February 20, 2024 (File No.
+Added: Ninth Supplemental Indenture, dated as of May 9, 2025, between Cummins Inc.
+Added: Bank Trust Company, National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Cummins Inc.
+Added: with the Securities and Exchange Commission on May 9, 2025 (File No.
+Added: Tenth Supplemental Indenture, dated as of May 9, 2025, between Cummins Inc.
+Added: Bank Trust Company, National Association (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Cummins Inc.
+Added: with the Securities and Exchange Commission on May 9, 2025 (File No.
+Added: Eleventh Supplemental Indenture, dated as of May 9, 2025, between Cummins Inc.
+Added: Bank Trust Company, National Association (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Cummins Inc.
+Added: with the Securities and Exchange Commission on May 9, 2025 (File No.
Target Bonus Plan (incorporated by reference to Exhibit 10(b) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No.
1 unchanged sentence
Supplemental Life Insurance and Deferred Income Plan, as amended and restated effective as of December 10, 2018 (incorporated by reference to Exhibit 10(d) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018 (File No.
−Removed: Deferred Compensation Plan for Non-Employee Directors, as amended and restated February 15, 2021 (incorporated by reference to Exhibit 10(b) to Cummins Inc.'s Quarterly Report on Form 10-Q for the quarter ended April 4, 2021 (File No.
+Added: Deferred Compensation Plan for Non-Employee Directors, as amended and restated January 1, 2026 (incorporated by reference to Exhibit 10.1 to Cummins Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (File No.
Excess Benefit Retirement Plan, as amended (incorporated by reference to Exhibit 10(g) to Cummins Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 28, 2014 (File No.
−Removed: Employee Stock Purchase Plan, as amended (incorporated by reference to Annex B to the Company's definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on March 27, 2023 (File No.
+Added: Employee Stock Purchase Plan, as amended and restated August 1, 2025 (incorporated by reference to Exhibit 10.4 to Cummins Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (File No.
Longer Term Performance Plan (incorporated by reference to Exhibit 10(i) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No.
7 unchanged sentences
Form of Performance-Based Restricted Stock Unit Award Agreement under the 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10 to Cummins Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (File No.
−Removed: Key Employee Stock Investment Plan (incorporated by reference to Exhibit 4.3 to Cummins Inc.'s Registration Statement on Form S-8 filed on July 9, 2024 (File No.
−Removed: 333-280729)).
−Removed: Second Amended and Restated 364-Day Credit Agreement, dated as of June 3, 2024, by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
+Added: Key Employee Stock Investment Plan (filed herewith).
+Added: Third Amended and Restated Credit Agreement, dated as of June 2, 2025, by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Cummins Inc.
with the Securities and Exchange Commission on June 2, 2025 (File No.
−Removed: Sixth Amended and Restated 364-Day Credit Agreement, dated as of June 3, 2024, by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
+Added: 3-Year Credit Agreement, dated as of June 2, 2025, by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Cummins Inc.
3 unchanged sentences
Deposit Share Program, dated as of February 12, 2024 (incorporated by reference to Exhibit 10(y) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023 (File No.
−Removed: Insider Trading Policy (filed herewith).
+Added: Insider Trading Policy (incorporated by reference to Exhibit 19 to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.
Subsidiaries of the Registrant (filed herewith).
4 unchanged sentences
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
−Removed: Compensation Recovery Policy (filed herewith).
+Added: Compensation Recovery Policy (incorporated by reference to Exhibit 97 to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.
101 .INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
48 unchanged sentences
Stone Director
+Added: * February 10, 2026
+Added: Matthew Tsien Director
Attorney-in-fact
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.