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As filed with the U.S. Securities and Exchange Commission on February 14, 2024

Registration No. 333-         

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

Nashville, Tennessee 37214

(615) 514-7339

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Toni Y. Hickey

26 Century Boulevard

Nashville, Tennessee 37214

(615) 514-7339

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Approximate date of commencement of proposed sale to the public: As promptly as practicable after the filing of this registration statement and the satisfaction or, where legally permitted, waiver of the other conditions to the commencement of the exchange offer described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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CUMMINS INC.

Offer to Exchange Up to 67,054,726 Shares of Common Stock of

ATMUS FILTRATION TECHNOLOGIES INC.

Which are Owned by Cummins Inc. for Outstanding Shares of Common Stock of

CUMMINS INC.

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Glossary

“aftermarket” means the subset of the filtration market that excludes first-fit sales and includes sales of consumable or replacement products such as replacement filter elements, service parts, chemicals and coolant.

“Asia Pacific” means the Asia Pacific region, including Asia, Southeast Asia, Indonesia, Australia, India and China and excluding Russia and the other Commonwealth of Independent States.

“crankcase ventilation” refers to Atmus’ oil mist separators filtration products that remove contaminants from gases that collect in the section of an internal combustion engine known as the crankcase. Crankcase gases build during engine operation and must be vented either into the atmosphere or into the intake air stream, so crankcase ventilation filters are used to remove contaminants from the vented gas.

“filtration media” means the separating component of a filter through which the fluid and air passes and by which contaminants are removed. Engine air and liquid filter media usually consists of layers of cellulose or synthetic fibers, but general filtration media also includes sand beds, foam, woven screens, technical textiles, membranes and other means of separation.

“first-fit” means a product applied to the engine or vehicle by the OEM and shipped as a part of the new equipment.

“GHG” means greenhouse gas.

“heavy-duty engine” means engines with displacement between 10.0-16.9 liters.

“industrial filtration market” means the subset of the filtration market (excluding engine applications and passenger cars) that includes machinery and equipment, oil and gas, pharmaceuticals, food and beverage and metals and mining.

“IPO” means the initial public offering of 16,243,070 shares of Atmus Common Stock that was completed on May 30, 2023.

“Latin America” means Central and South American countries and Mexico.

“medium-duty engine” means engines with displacement between 5.0-9.9 liters.

“OEM” means original equipment manufacturer, which refers to Atmus customers that manufacture engines and vehicles. The term “OEM” as used throughout this prospectus also includes Cummins.

“off-highway” means the subset of the engine and transportation filtration market relating to vehicles or equipment that are used off-road, such as vehicles and equipment used in the agriculture, construction, defense, marine, mining, oil and gas, power generation and rail industries.

“on-highway” means the subset of the engine and transportation filtration market relating to vehicles that are used on-road, such as trucks, buses, recreational vehicles, emergency vehicles and vocational vehicles.

“passenger car market” means the subset of the filtration market relating to motor vehicles, other than motorcycles, multipurpose passenger vehicles, or trailers, that are designed to carry up to 10 people.

“service intervals” means the recommended interval between filter replacements, usually measured in miles or kilometers for on-highway applications, and usually measured in hours of operation for off-highway applications. Other equivalent terms are maintenance interval and operational interval.

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uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause future performance to differ materially from Atmus’ assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.”

Trademarks and Trade Names

The name Atmus Filtration Technologies Inc., the trade name Atmus and other trademarks, trade names and service marks of Atmus appearing in this prospectus, including Fleetguard^®, StrataPore^® and NanoNet^®, are either the property of Atmus or its subsidiaries, or licensed to Atmus. The name and mark Cummins Inc., and other trademarks, trade names and service marks of Cummins appearing in this prospectus, are the property of Cummins. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ^®, ^SM or ™ symbols, but such references are not intended to indicate, in any way, that Atmus will not assert, to the fullest extent permitted under the applicable law, Atmus’ rights or the rights of the applicable licensor to these trademarks, trade names and service marks. This prospectus may also contain additional trademarks, trade names and service marks belonging to other companies. Atmus does not intend Atmus’ use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of Atmus by, these other parties.

INCORPORATION BY REFERENCE

The SEC allows certain information to be “incorporated by reference” into this prospectus by Cummins, which means that Cummins can disclose important information to you by referring you to another document it has separately filed with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this prospectus. This prospectus incorporates by reference the documents set forth below that Cummins has previously filed with the SEC. These documents contain important information about Cummins, its business, financial condition, results of operations and cash flows:

Cummins SEC Filings

All documents filed by Cummins pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from the date of this prospectus to the date that the Exchange Offer is terminated or expires shall also be deemed to be incorporated into this prospectus by reference (except for any information therein which has been furnished rather than filed). Subsequent filings by Cummins with the SEC will automatically modify and supersede the information in this prospectus.

Documents incorporated by reference are available without charge, upon written or oral request to the information agent, Okapi Partners LLC, at 1212 Avenue of the Americas, 17th Floor, New York, NY 10036 or by calling +1-877-279-2311 (in the U.S., including Puerto Rico, and Canada) or +1-917-484-4425 (all other outside areas). In order to receive timely delivery of those materials, you must make your requests no later than five business days before expiration of the Exchange Offer.

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debt service obligations, restrictive covenants in the agreements governing Atmus’ indebtedness, general economic business conditions, industry practice, legal requirements and other factors that its board of directors may deem relevant.

Any U.S. Holder (as defined below) of Cummins Common Stock during the Exchange Offer period, which will be at least 20 business days, may participate in the Exchange Offer, including directors and officers of Cummins, Atmus and their respective subsidiaries. This includes shares of Cummins Common Stock allocated to the accounts of participants under the Cummins Retirement and Savings Plan and the Cummins Retirement and Savings Plan for Certain Collectively Bargained Employees (together, the ”RSP”).

Although Cummins may deliver this prospectus to shareholders located outside the United States, this prospectus is not an offer to sell or exchange, and it is not a solicitation of an offer to buy or exchange, any shares of Cummins Common Stock in any jurisdiction in which such offer, sale or exchange is not permitted. This prospectus has not been reviewed or approved by any stock exchange on which shares of Cummins Common Stock are listed.

Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. Cummins has not taken any action under those non-U.S. regulations to qualify the Exchange Offer outside the United States but may take steps to facilitate participation of shareholders from certain jurisdictions. Therefore, the ability of any non-U.S. person to tender Cummins Common Stock in the Exchange Offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit the person to participate in the Exchange Offer without the need for Cummins or Atmus to take any action to qualify or otherwise facilitate the Exchange Offer in that country or otherwise. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.

All tendering shareholders must make certain representations in the letter of transmittal, including, in the case of non-U.S. shareholders, as to the availability of an exemption under their home country laws that would allow them to participate in the Exchange Offer without the need for Cummins or Atmus to take any action to qualify or otherwise facilitate a public offering in that country or otherwise. Cummins will rely on those representations and, unless the Exchange Offer is terminated, plans to accept shares validly tendered by persons who properly complete the letter of transmittal and provide any other required documentation on a timely basis and as otherwise described herein.

Non-U.S. shareholders should consult their advisors in considering whether they may participate in the Exchange Offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in Cummins Common Stock or Atmus Common Stock that may apply in their home countries. Cummins and Atmus and the dealer managers cannot provide any assurance about whether such limitations exist.

All holders who are tendering shares of Cummins Common Stock allocated to their RSP accounts should follow the special instructions provided to them by or on behalf of the RSP plan administrator. Such participants may direct the the RSP trustee to tender all, some or none of the units in respect of shares of Cummins Common Stock allocated to their RSP accounts, subject to certain limitations. To allow sufficient time for the tender of shares by the trustee of the RSP, tendering holders must provide the tabulator for the RSP with the requisite instructions by the deadline specified in the special instructions provided to them, unless the Exchange Offer is extended. If the Exchange Offer is extended, and if administratively feasible, the deadline for receipt of the holder’s direction also may be extended.

6.How many shares of Atmus Common Stock will I receive for my shares of Cummins Common Stock accepted in the Exchange Offer?

Unless the upper limit discussed below is in effect, the Exchange Offer is designed to permit you to exchange your shares of Cummins Common Stock for shares of Atmus Common Stock so that for each $100 of Cummins Common Stock accepted in the Exchange Offer, you will receive approximately $107.53 of Atmus Common Stock based on the calculated per-share values determined by reference to the simple arithmetic average of the daily VWAPs for Cummins Common Stock and Atmus Common Stock on the NYSE during the Averaging Period (the three consecutive trading days ending on and including the second trading day immediately preceding the expiration date of the Exchange Offer). If the Exchange Offer is not extended or terminated, the Averaging Dates would be March 7, 8 and 11, 2024.

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Please note, however, that the number of shares you can receive is subject to an upper limit of 13.3965 shares of Atmus Common Stock for each share of Cummins Common Stock accepted in the Exchange Offer. If the upper limit is in effect, you may receive less than $107.53 of Atmus Common Stock for each $100 of Cummins Common Stock that you tender, based on the Average Cummins Price and the Average Atmus Price, and you could receive much less. The Exchange Offer does not provide for a lower limit or minimum exchange ratio. In addition, because the Exchange Offer is subject to proration, the number of shares of Cummins Common Stock that Cummins accepts in the Exchange Offer may be less than the number of shares you tender.

Cummins will announce the final exchange ratio, including whether the upper limit on the number of shares of Atmus Common Stock that can be received for each share of Cummins Common Stock validly tendered is in effect, at www.okapivote.com/CumminsAtmusExchange and by press release, no later than 5:30 p.m., New York City time, on the second trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be March 13, 2024). If the upper limit is in effect at that time, then the final exchange ratio will be fixed at the upper limit, which means that you will receive 13.3965 shares of Atmus Common Stock for each share of Cummins Common Stock accepted in the Exchange Offer.

7.What is the upper limit on the number of shares of Atmus Common Stock I can receive for each share of Cummins Common Stock that I tender and why is there an upper limit?

The number of shares you can receive is subject to an upper limit of 13.3965 shares of Atmus Common Stock for each share of Cummins Common Stock accepted in the Exchange Offer. If the upper limit is in effect, you may receive less than $107.53 of Atmus Common Stock for each $100 of Cummins Common Stock that you tender, based on the Average Cummins Price and the Average Atmus Price, and you could receive much less.

This upper limit represents a 15% discount for shares of Atmus Common Stock based on the closing prices of Cummins Common Stock and Atmus Common Stock on the NYSE on February 13, 2024 (the last trading day immediately preceding the date of the commencement of the Exchange Offer). Cummins set this upper limit to ensure that any unusual or unexpected decrease in the trading price of Atmus Common Stock, relative to the trading price of Cummins Common Stock, during the Exchange Offer period would not result in an unduly high number of shares of Atmus Common Stock being exchanged for each share of Cummins Common Stock accepted in the Exchange Offer.

Cummins will announce whether the upper limit on the number of shares that can be received for each share of Cummins Common Stock validly tendered is in effect at www.okapivote.com/CumminsAtmusExchange and by press release, no later than 5:30 p.m., New York City time, on the second trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be March 13, 2024). If the upper limit is in effect at that time, then the final exchange ratio will be fixed at the upper limit, which means that you will receive 13.3965 shares of Atmus Common Stock for each share of Cummins Common Stock accepted in the Exchange Offer. If the upper limit is in effect, you may receive less than $107.53 of Atmus Common Stock for each $100 of Cummins Common Stock that you tender, based on the Average Cummins Price and the Average Atmus Price, and you could receive much less.

9.How are the Average Cummins Price and the Average Atmus Price determined for purposes of calculating the number of shares of Atmus Common Stock to be received for each share of Cummins Common Stock accepted in the Exchange Offer?

The Average Cummins Price and the Average Atmus Price for purposes of the Exchange Offer will equal the simple arithmetic average of the daily VWAPs of shares of Cummins Common Stock and Atmus Common Stock, respectively, on the NYSE during the Averaging Period (the three consecutive trading days ending on and including the second trading day immediately preceding the expiration date of the Exchange Offer). Cummins will determine the simple arithmetic average of the VWAPs of each stock, and such determination will be final. If the Exchange Offer is not extended or terminated, the Averaging Period would be March 7, 8 and 11, 2024. If the upper limit is in effect at that time, then the final exchange ratio will be fixed at the upper limit, which means that you will receive 13.3965 shares of Atmus Common Stock for each share of Cummins Common Stock accepted in the Exchange Offer. Any changes in the prices of Cummins Common Stock and Atmus Common Stock between the conclusion of the Averaging Period and the expiration of the Exchange Offer will not affect the final exchange ratio.

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The daily VWAPs for shares of Cummins Common Stock or Atmus Common Stock, as the case may be, will be the volume-weighted average price per share of that stock on the NYSE during the period beginning at 9:30 a.m., New York City time (or such other time as is the official open of trading on the NYSE), and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading on the NYSE), except that such data will only take into account adjustments made to reported trades included by 4:10 p.m., New York City time. The daily VWAP will be as reported by Bloomberg L.P. as displayed under the heading Bloomberg VWAP on the Bloomberg pages “CMI UN<Equity>AQR” with respect to Cummins Common Stock and “ATMU UN<Equity>AQR” with respect to Atmus Common Stock (or their equivalent successor pages or any other recognized quotation source selected by Cummins in its sole discretion if such pages are not available or are manifestly erroneous). The daily VWAPs obtained from Bloomberg L.P. may be different from other sources or investors’ or other security holders’ own calculations. Cummins will determine the simple arithmetic average of the VWAPs of each stock, and such determination will be final.

A website will be maintained at www.okapivote.com/CumminsAtmusExchange that will provide the daily VWAPs of both Cummins Common Stock and Atmus Common Stock during the pendency of the Exchange Offer. You may also contact the information agent at its toll-free number provided on the back cover of this prospectus to obtain this information.

The final exchange ratio that determines the number of shares of Atmus Common Stock that you will receive for each share of Cummins Common Stock accepted in the Exchange Offer, including whether the upper limit on the number of shares of Atmus Common Stock that can be received for each share of Cummins Common Stock validly tendered is in effect, will be announced by press release by 5:30 p.m., New York City time, on the second trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be March 13, 2024). At such time, the final exchange ratio will also be available at www.okapivote.com/CumminsAtmusExchange. In addition, as described below, you may also contact the information agent to obtain the final exchange ratio (after the time the final exchange ratio becomes available) at its toll-free number provided on the back cover of this prospectus.

Yes. A website will be maintained at www.okapivote.com/CumminsAtmusExchange that will provide the daily VWAPs of both Cummins Common Stock and Atmus Common Stock during the pendency of the Exchange Offer. You may also contact the information agent at its toll-free number provided on the back cover of this prospectus to obtain this information.

Prior to the Averaging Period, commencing on the third trading day of the Exchange Offer, the website will also provide indicative exchange ratios for each day that will be calculated based on the indicative calculated per-share values of Cummins Common Stock and Atmus Common Stock on each day, calculated as though that day were the last day of the Averaging Period, by 4:30 p.m., New York City time. In other words, assuming that a given day is a trading day, the indicative exchange ratio will be calculated based on the simple arithmetic average of the daily VWAPs of Cummins Common Stock and Atmus Common Stock for that day and the immediately preceding two trading days. The indicative exchange ratio will also reflect whether the upper limit would have been in effect had such day been the last day of the Averaging Period.

During the first two days of the Averaging Period, the website will provide indicative exchange ratios that will be calculated based on the Average Cummins Price and Average Atmus Price, as calculated by Cummins based on data reported by Bloomberg L.P. (or any other recognized quotation source selected by Cummins in its sole discretion if such source is not available or is manifestly erroneous). The website will not provide an indicative exchange ratio on the third day of the Averaging Period. The indicative exchange ratios will be calculated as follows: (i) on the first day of the Averaging Period, the indicative exchange ratio will be calculated based on the daily VWAPs of Cummins Common Stock and Atmus Common Stock for that first day of the Averaging Period, and (ii) on the second day of the Averaging Period, the indicative exchange ratio will be calculated based on the simple arithmetic average of the daily VWAPs of Cummins Common Stock and Atmus Common Stock for the first and second days of the Averaging Period. During the first two days of the Averaging Period, the indicative exchange ratios will be updated on the website each day by 4:30 p.m., New York City time. The final exchange ratio, including whether the upper limit on the number of shares of Atmus Common Stock that can be received for each share of Cummins Common Stock validly tendered is in effect, will be announced by press release and be available on the website by 5:30 p.m., New York City time, on the second trading day immediately preceding

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the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be March 13, 2024).

In addition, a table indicating the number of shares of Atmus Common Stock that you would receive per share of Cummins Common Stock, calculated on the basis described above and taking into account the upper limit, assuming a range of averages of the VWAPs of Cummins Common Stock and Atmus Common Stock during the Averaging Period, is provided herein for purposes of illustration. See “The Exchange Offer — Terms of the Exchange Offer — Final Exchange Ratio.”

13.What if the trading market in either shares of Cummins Common Stock or Atmus Common Stock is disrupted on one or more days during the Averaging Period?

If a market disruption event (as defined below under “The Exchange Offer — Terms of the Exchange Offer — Final Exchange Ratio”) occurs with respect to shares of Cummins Common Stock or Atmus Common Stock on any day during the Averaging Period, the simple arithmetic average stock price of Cummins Common Stock and Atmus Common Stock will be determined using the daily VWAPs of shares of Cummins Common Stock and Atmus Common Stock on the preceding trading day or days, as the case may be, on which no market disruption event occurred. If, however, Cummins decides to extend the Exchange Offer period following a market disruption event, the Averaging Period will be reset. If a market disruption event occurs, Cummins may terminate the Exchange Offer if, in its reasonable judgment, the market disruption event has impaired the benefits of the Exchange Offer. See “The Exchange Offer — Conditions to Completion of the Exchange Offer.”

14.Are there circumstances under which I would receive fewer shares of Atmus Common Stock than I would have received if the exchange ratio were determined using the closing prices of the shares of Cummins Common Stock and Atmus Common Stock on the expiration date of the Exchange Offer?

Yes. For example, if the trading price of Cummins Common Stock were to increase during the last two trading days of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 12 and 13, 2024, the Average Cummins Price would likely be lower than the closing price of shares of Cummins Common Stock on the expiration date of the Exchange Offer. As a result, you may receive fewer dollars of Atmus Common Stock for each $100 of Cummins Common Stock than you would otherwise receive if the Average Cummins Price were calculated on the basis of the closing price of shares of Cummins Common Stock on the expiration date of the Exchange Offer or on the basis of an Averaging Period that includes the last two trading days of the Exchange Offer. Similarly, if the trading price of Atmus Common Stock were to decrease during the last two trading days of the Exchange Offer, the Average Atmus Price would likely be higher than the closing price of shares of Atmus Common Stock on the expiration date of the Exchange Offer. This could also result in you receiving fewer dollars of Atmus Common Stock for each $100 of Cummins Common Stock than you would otherwise receive if the Average Atmus Price were calculated on the basis of the closing price of shares of Atmus Common Stock on the expiration date of the Exchange Offer or on the basis of an Averaging Period that includes the last two trading days of the Exchange Offer. See “The Exchange Offer — Terms of the Exchange Offer.”

No. Fractional shares of Atmus Common Stock will not be distributed in the Exchange Offer. Instead, you will receive cash in lieu of a fractional share. The exchange agent, acting as agent for the Cummins shareholders otherwise entitled to receive a fractional share of Atmus Common Stock, will aggregate all fractional shares that would otherwise have been required to be distributed and cause them to be sold in the open market for the accounts of those shareholders. Any proceeds that the exchange agent realizes from the sale will be distributed, less any brokerage commissions or other fees, to each shareholder entitled thereto in accordance with such shareholder’s proportional interest in the aggregate number of shares sold. The distribution of fractional share proceeds may take longer than the distribution of shares of Atmus Common Stock. As a result, shareholders may not receive fractional share proceeds at the same time they receive shares of Atmus Common Stock.

Not necessarily. The maximum number of shares of Cummins Common Stock that will be accepted if the Exchange Offer is completed will be equal to the number of shares of Atmus Common Stock held by Cummins divided by the final exchange ratio (which will be subject to the upper limit). Cummins holds 67,054,726 shares of Atmus Common Stock. Accordingly, the largest possible number of shares of Cummins Common Stock that will be accepted equals 67,054,726 divided by the final exchange ratio. Depending on the number of shares of Cummins Common Stock validly tendered in the Exchange Offer and not properly withdrawn,

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and the Average Cummins Price and Average Atmus Price, Cummins may have to limit the number of shares of Cummins Common Stock that it accepts in the Exchange Offer through a proration process. Any proration of the number of shares accepted in the Exchange Offer will be determined on the basis of the proration mechanics described under “The Exchange Offer — Terms of the Exchange Offer — Proration; Odd-Lots.”

Cummins is not required to complete the Exchange Offer unless the conditions described under “The Exchange Offer — Conditions to Completion of the Exchange Offer” are satisfied or, where legally permitted, waived before the expiration of the Exchange Offer. For example, Cummins is not required to complete the Exchange Offer unless (i) at least 33,527,363 shares of Atmus Common Stock will be distributed in exchange for shares of Cummins Common Stock that are validly tendered and not properly withdrawn in the Exchange Offer, (ii) the private letter ruling (the “Ruling”) received by Cummins from the Internal Revenue Service (the “IRS”) substantially to the effect that, among other things, the Exchange Offer, together with certain related transactions, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code continues to remain effective and valid; and (iii) Cummins receives an opinion of KPMG LLP (“KPMG”), to the effect that, among other things, the Exchange Offer, together with certain related transactions, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 and 368(a)(1)(D) of the Code. The required minimum number of shares of Cummins Common Stock that must be validly tendered and not properly withdrawn in order for at least 33,527,363 shares of Atmus Common Stock to be distributed in the Exchange Offer is referred to as the “Minimum Amount.” Cummins may waive any or all of the conditions to the Exchange Offer, subject to limited exceptions. Atmus has no right to waive any of the conditions to the Exchange Offer.

The number of shares of Cummins Common Stock that will be accepted if the Exchange Offer is completed will depend on the final exchange ratio and the number of shares of Cummins Common Stock validly tendered and not properly withdrawn. The maximum number of shares of Cummins Common Stock that will be accepted if the Exchange Offer is completed will be equal to the number of shares of Atmus Common Stock offered by Cummins in the Exchange Offer divided by the final exchange ratio (which will be subject to the upper limit). Cummins is offering 67,054,726 shares of Atmus Common Stock. Accordingly, the largest possible number of shares of Cummins Common Stock that will be accepted equals 67,054,726 divided by the final exchange ratio. For example, assuming that the final exchange ratio is 13.3965 (the upper limit for shares of Atmus Common Stock that could be exchanged for one share of Cummins Common Stock), then Cummins would accept up to 5,005,391 shares of Cummins Common Stock.

19.What happens if more than the required minimum number of shares are validly tendered, but not enough shares of Cummins Common Stock are validly tendered to allow Cummins to exchange all of the shares of Atmus Common Stock it is offering in the Exchange Offer?

If the Exchange Offer is consummated but less than all shares of Atmus Common Stock offered by Cummins in the Exchange Offer are exchanged because the Exchange Offer is not fully subscribed, Cummins intends to make a tax-free distribution to its shareholders of the shares of Atmus Common Stock that were offered but not exchanged in the Exchange Offer effected as a dividend on a pro rata basis (the “clean-up spin-off”) to holders of Cummins Common Stock as of the record date. The record date for the clean-up spin-off, if any, will be announced by Cummins. As a result, any remaining shares of Atmus Common Stock offered by Cummins that are not exchanged in the Exchange Offer will be distributed on a pro rata basis to Cummins shareholders whose shares of Cummins Common Stock remain outstanding following the consummation of the Exchange Offer and are holders of record as of the applicable record date. Because the record date for the clean-up spin-off, if any, will occur following the completion of the Exchange Offer, holders of shares of Cummins Common Stock validly tendered and accepted and exchanged in the Exchange Offer will not participate in the clean-up spin-off (unless they otherwise own shares of Cummins Common Stock that were not tendered and accepted for exchange in the Exchange Offer as of the relevant record date).

In any such event, Cummins and Atmus, as applicable, will file any documents required by U.S. securities laws in connection with such clean-up spin-off and will not rely on this prospectus or the registration statement of which it forms a part in connection with such distribution.

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20.What happens if the Exchange Offer is oversubscribed and Cummins is unable to accept all tenders of Cummins Common Stock at the final exchange ratio?

In that case, all shares of Cummins Common Stock that are validly tendered and not properly withdrawn will generally be accepted for exchange on a pro rata basis in proportion to the number of shares validly tendered, which is referred to as “proration.” Shareholders who beneficially own “odd-lots” (less than 100 shares) of Cummins Common Stock and who validly tender all of their shares will not be subject to proration. For instance, if you beneficially own 50 shares of Cummins Common Stock and tender all 50 shares, your odd-lot will not be subject to proration. If, however, you hold less than 100 shares of Cummins Common Stock, but do not tender all of your shares, you will be subject to proration to the same extent as holders of more than 100 shares if the Exchange Offer is oversubscribed. Direct or beneficial holders of 100 or more shares of Cummins Common Stock will be subject to proration. In addition, shares held on behalf of participants in the RSP (each of which holds more than 100 shares of Cummins Common Stock) will be subject to proration.

Proration for each tendering shareholder will be based on the number of shares of Cummins Common Stock validly tendered by that shareholder in the Exchange Offer, and not on that shareholder’s aggregate ownership of Cummins Common Stock. Any shares of Cummins Common Stock not accepted for exchange as a result of proration will be returned to tendering shareholders. Cummins will announce its preliminary determination, if any, of the extent to which tenders will be prorated by press release by 9:00 a.m., New York City time, on the business day immediately following the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be March 13, 2024). This preliminary determination is referred to as the “preliminary proration factor.” Cummins will announce its final determination of the extent to which tenders will be prorated by press release promptly after this determination is made. This final determination is referred to as the “final proration factor.”

The period during which you are permitted to tender your shares of Cummins Common Stock in the Exchange Offer will expire at 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 13, 2024), unless the Exchange Offer is extended or terminated. Cummins may extend the Exchange Offer in the circumstances described in “The Exchange Offer — Extension; Amendment — Extension or Amendment by Cummins.”

All holders who are tendering shares of Cummins Common Stock allocated to their RSP accounts must provide the directions, as outlined in the special instructions provided to them by or on behalf of the RSP plan administrator, before 4:00 PM, New York City time, on March 11, 2024. If the Exchange Offer is extended, and if administratively feasible, the deadline for receipt of the holder’s direction also may be extended.

Cummins can extend the Exchange Offer at any time, in its sole discretion, and regardless of whether any condition to the Exchange Offer has been satisfied or, where legally permitted, waived. If Cummins extends the Exchange Offer, it must publicly announce the extension by press release at any time prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of the Exchange Offer.

Whether you should participate in the Exchange Offer depends on many factors. You should examine carefully your specific financial position, plans and needs before you decide whether to participate, as well as the relative risks associated with an investment in Atmus and Cummins.

In addition, you should consider all of the factors described in “Risk Factors.” None of Cummins, Atmus or any of their respective directors or officers or any of the dealer managers or any other person makes any recommendation as to whether you should tender all, some or none of your shares of Cummins Common Stock. You must make your own decision after carefully reading this prospectus, and the documents incorporated by reference, and consulting with your advisors in light of your own particular circumstances. You are strongly encouraged to read this prospectus in its entirety, including all documents referred to herein, very carefully.

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The procedures you must follow to participate in the Exchange Offer will depend on whether you hold your shares of Cummins Common Stock in certificated form, in uncertificated form registered directly in your name in Cummins’ share register (“Direct Registration Shares”), or through a broker, dealer, commercial bank, trust company, custodian or similar institution or otherwise. For specific instructions about how to participate, see “The Exchange Offer — Procedures for Tendering.”

Yes. You may tender all, some or none of your shares of Cummins Common Stock.

26.Will holders of Cummins stock options, restricted stock or restricted stock units (“RSUs”) and performance shares (“PSUs”) have the opportunity to exchange their awards for Atmus Common Stock in the Exchange Offer?

No, holders of stock options, RSUs or PSUs relating to Cummins Stock cannot tender the awards or the shares underlying such awards in the Exchange Offer. If you hold shares of Cummins Common Stock as a result of the vesting and settlement of RSUs or PSUs or as a result of the exercise of vested stock options, in each case, during the Exchange Offer period, these shares can be tendered in the Exchange Offer.

If you are a holder of vested and unexercised Cummins stock options and wish to exercise such stock options and tender shares of Cummins Common Stock received upon exercise in the Exchange Offer, you should be certain to initiate such exercise generally no later than 4:00 p.m., New York City time, at least three trading days prior to the expiration of the Exchange Offer, such that the shares of Cummins Common Stock are received in your account in enough time to tender the shares in accordance with the instructions for tendering available from your broker or account administrator. Exercises of Cummins stock options are subject to the terms of the applicable incentive plan, award agreement and administrative practices in an applicable holder’s jurisdiction. There are tax consequences associated with the exercise of a stock option and individual tax circumstances may vary. You are urged to consult your own tax advisor regarding the consequences to you of exercising your stock options.

Shares of Cummins Common Stock held for the account of participants in the RSP are eligible for participation in the Exchange Offer. An RSP participant may direct that all, some or none of such shares allocated to his or her RSP account be exchanged, subject to the RSP’s rules for participating in the Exchange Offer.

The RSP’s rules and procedures for tendering shares held by the RSP for the account of participants will be different than those described in this prospectus. For example, the process for submitting instructions to tender or withdraw the tender of RSP shares is different, and the deadlines for receipt of such instructions are earlier than the expiration date of the Exchange Offer (including any extensions thereof). Proceeds from participating in the Exchange Offer will remain in the RSP and be held in shares of Atmus Common Stock unless you elect to transfer out of Atmus Common Stock or otherwise are entitled to and elect to receive a distribution from the RSP pursuant to its terms. Shares of Atmus Common Stock held within the RSP will be held in a newly created fund called the Atmus Stock Fund that will exist for a limited duration anticipated to be no more than one year, at the expiration of which time the Atmus Stock Fund will be liquidated and reinvested into the RSP’s qualified default investment alternative.

The RSP’s rules are described in a separate notice, which will be made available to the RSP participants. RSP participants should consult this additional notice together with this prospectus in deciding whether or not to participate in the Exchange Offer with respect to their holding of Cummins Common Stock through the RSP.

If you want to retain your shares of Cummins Common Stock, you do not need to take any action in connection with the Exchange Offer.

Yes. You may withdraw shares tendered at any time before the Exchange Offer expires. See “The Exchange Offer — Withdrawal Rights.” If you change your mind again before the expiration of the Exchange Offer, you can re-tender your shares of Cummins Common Stock by following the tender procedures again.

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30.Will I be able to withdraw the shares of Cummins Common Stock that I tender in the Exchange Offer before and after the final exchange ratio has been determined?

Yes. The final exchange ratio used to determine the number of shares of Atmus Common Stock that you will receive for each share of Cummins Common Stock accepted in the Exchange Offer, including whether the upper limit is in effect, will be announced by 5:30 p.m., New York City time, on the second trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be March 13, 2024). The expiration date of the Exchange Offer may be extended or the Exchange Offer may be terminated. You have the right to withdraw shares of Cummins Common Stock you have tendered at any time before 12:00 midnight, New York City time, on the expiration date, which is two trading days after the final exchange ratio has been established. If you change your mind again before the expiration of the Exchange Offer, you can re-tender shares of Cummins Common Stock by following the exchange procedures again prior to the expiration of the Exchange Offer. See “The Exchange Offer — Withdrawal Rights.”

If you are a registered holder of Cummins Common Stock (which includes persons holding certificated shares and Direct Registration Shares), you must provide a written notice of withdrawal to the exchange agent before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be March 13, 2024). The information that must be included in that notice is specified under “The Exchange Offer — Withdrawal Rights.”

If you hold your shares through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should consult with that institution on the procedures with which you must comply and the time by which such procedures must be completed in order for that institution to provide a written notice of withdrawal to the exchange agent on your behalf before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 13, 2024). If you hold your shares through such an institution, that institution must deliver the notice of withdrawal with respect to any shares you wish to withdraw. In such a case, as a beneficial owner and not a registered shareholder, you will not be able to provide a notice of withdrawal for such shares directly to the exchange agent. The Depository Trust Company (“DTC”) is expected to remain open until 5:00 p.m., New York City time, and institutions may be able to process withdrawals through DTC until that time (although there is no assurance that will be the case). Once DTC has closed, if you beneficially own shares that were previously delivered through DTC, then in order to withdraw your shares the institution through which your shares are held must deliver a written notice of withdrawal to the exchange agent prior to 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 13, 2024). Such notice of withdrawal must be in the form of DTC’s notice of withdrawal. Shares can be withdrawn only if the exchange agent receives a withdrawal notice directly from the relevant institution that tendered the shares through DTC. On the last day of the Exchange Offer, beneficial owners who cannot contact the institution through which they hold their shares will not be able to withdraw their shares.

If you hold shares through the RSP, you will be provided with special instructions by or on behalf of the RSP administrator on how to withdraw your tendered shares and you must deliver any required information in a timely manner in order for the tabulator for the RSP to withdraw your election to exchange from the final tabulation. The deadline to receive instructions is 4:00 PM, New York City time, on March 11, 2024 as outlined in the special instructions provided to you (or, if the Exchange Offer is extended, on the new plan participant withdrawal deadline, if any, established by the RSP administrator).

Assuming the shares of Cummins Common Stock validly tendered in the Exchange Offer have been accepted for exchange, the exchange agent will cause shares of Atmus Common Stock to be credited in book-entry form to direct registered accounts maintained by Atmus’ transfer agent for your benefit (or, in the case of shares tendered through DTC, to the account of DTC so that DTC can credit the relevant DTC participant and such participant can credit you) promptly after the expiration of the Exchange Offer. See “The Exchange Offer — Delivery of Atmus Common Stock; Book-Entry Accounts.”

The completion of the Exchange Offer is conditioned upon, among other things, the continuing effectiveness and validity of the Ruling and the receipt by Cummins of an opinion of KPMG, to the effect that, among other things, the Exchange Offer, together with certain related transactions, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. On the basis that the Exchange Offer, together with certain related transactions, qualifies as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, you will not recognize any gain

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or loss, and no amount will be included in your income in connection with the Exchange Offer, in each case, except with respect to any cash received in lieu of fractional shares.

The material U.S. federal income tax considerations relevant to the Exchange Offer are described in more detail under “Material U.S. Federal Income Tax Considerations.”

There are no appraisal rights available to Cummins shareholders or Atmus shareholders in connection with the Exchange Offer.

The shares of Cummins Common Stock acquired by Cummins in the Exchange Offer will be recorded as an acquisition of treasury stock at a cost equal to the market value of the shares of Cummins Common Stock accepted in the Exchange Offer at its expiration. Any difference between the net book value of Atmus attributable to Cummins and the market value of the shares of Cummins Common Stock acquired at that date will be recognized by Cummins as a nontaxable gain on disposal of its Atmus Common Stock net of any direct and incremental expenses of the Exchange Offer.

Also, upon completion of the Exchange Offer, assuming it is fully subscribed and assuming Cummins no longer has a controlling financial interest in Atmus, Cummins’ financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Atmus in subsequent periods.

Cummins Common Stock acquired by Cummins in the Exchange Offer will be held as treasury stock unless and until retired or used for other purposes.

Any Cummins Common Stock acquired by Cummins in the Exchange Offer will reduce the total number of shares of Cummins Common Stock outstanding, although the actual number of shares of Cummins Common Stock outstanding on a given date reflects a variety of factors, such as the vesting and settlement of RSUs and PSUs or the exercise of vested stock options.

37.Do the statements on the cover page regarding this prospectus being subject to change and the registration statement filed with the SEC not yet being effective mean that the Exchange Offer has not commenced?

As permitted under SEC rules, Cummins has commenced the Exchange Offer without the registration statement, of which this prospectus forms a part, having been declared effective by the SEC. Cummins cannot, however, complete the Exchange Offer and accept for exchange any shares of Cummins Common Stock validly tendered and not properly withdrawn in the Exchange Offer until the registration statement is effective and the other conditions to the Exchange Offer have been satisfied or, where legally permitted, waived.

You can find out more information about Cummins and Atmus by reading this prospectus and, with respect to Cummins, from various sources described in “Incorporation by Reference.”

You may ask any questions about the Exchange Offer or request copies of the Exchange Offer documents and the other information incorporated by reference in this prospectus, without charge, from the information agent, Okapi Partners LLC, at +1-877-279-2311 (in the U.S., including Puerto Rico, and Canada) or +1-917-484-4425 (all other areas).

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Conditions to Completion of the Exchange Offer

The Exchange Offer is subject to various conditions, including that (i) at least 33,527,363 shares of Atmus Common Stock will be distributed in exchange for shares of Cummins Common Stock that are validly tendered and not properly withdrawn in the Exchange Offer; (ii) the Ruling continues to be effective and valid; and (iii) Cummins receives an opinion of KPMG, to the effect that, among other things, the Exchange Offer, together with certain related transactions, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. All conditions to the completion of the Exchange Offer must be satisfied or, where legally permitted, waived by Cummins before the expiration of the Exchange Offer. Cummins may waive any or all of the conditions to the Exchange Offer, subject to limited exceptions. See “The Exchange Offer  — Conditions to Completion of the Exchange Offer.”

Proration; Odd-Lots

If, as of 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 13, 2024, Cummins shareholders have validly tendered more shares of Cummins Common Stock than Cummins is able to accept for exchange, Cummins will accept for exchange the shares of Cummins Common Stock validly tendered and not properly withdrawn by each tendering shareholder on a pro rata basis, based on the proportion that the total number of shares of Cummins Common Stock to be accepted for exchange bears to the total number of shares of Cummins Common Stock validly tendered and not properly withdrawn (rounded to the nearest whole number of shares of Cummins Common Stock and subject to any adjustment necessary to ensure the exchange of all shares of Atmus Common Stock being offered in the Exchange Offer), except for tenders of odd-lots, as described below.

Except as otherwise provided in this section, beneficial holders of “odd-lots” (less than 100 shares) of Cummins Common Stock who validly tender all of their shares will not be subject to proration if the Exchange Offer is oversubscribed. Direct or beneficial holders of more than 100 shares of Cummins Common Stock, and those who own less than 100 shares but do not tender all of their shares, will be subject to proration. In addition, shares held on behalf of participants in the RSP (each of which holds more than 100 shares of Cummins Common Stock) will be subject to proration.

Cummins will announce the preliminary proration factor, if any, by press release by 9:00 a.m., New York City time, on the trading day immediately following the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be March 13, 2024). Upon determining the number of shares of Cummins Common Stock validly tendered for exchange, Cummins will announce the final results, including the final proration factor, if any.

No Fractional Shares

Fractional shares of Atmus Common Stock will not be distributed in the Exchange Offer. The exchange agent, acting as agent for the tendering Cummins shareholders, will aggregate any fractional shares that would otherwise have been required to be distributed and cause them to be sold in the open market. You will receive the proceeds, if any, less any brokerage commissions or other fees, from the sale of these shares in accordance with your proportional interest in the aggregate number of shares sold. The distribution of fractional share proceeds may take longer than the distribution of shares of Atmus Common Stock. As a result, shareholders may not receive fractional share proceeds at the same time they receive shares of Atmus Common Stock.

Holders who are tendering shares allocated to their RSP accounts should refer to the special instructions provided to them by or on behalf of the RSP administrator for information that is specific to the RSP.

Procedures for Tendering

The procedures you must follow to participate in the Exchange Offer will depend on how you hold your shares of Cummins Common Stock. For you to validly tender your shares of Cummins Common Stock pursuant to the Exchange Offer, before the expiration of the Exchange Offer, you will need to take the following steps:

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Delivery of Shares of Atmus Common Stock

Following the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 13, 2024), the exchange agent will cause shares of Atmus Common Stock to be credited in book-entry form to direct registered accounts maintained by Atmus’ transfer agent for the benefit of the respective holders (or, in the case of shares tendered through DTC, to the account of DTC so that DTC can credit the relevant DTC participant and such participant can credit its respective account holders) promptly after acceptance of shares of Cummins Common Stock in the Exchange Offer and determination of the final proration factor, if any. Certificates representing shares of Atmus Common Stock will not be issued pursuant to the Exchange Offer.

Withdrawal Rights

You may withdraw your tendered shares of Cummins Common Stock at any time before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 13, 2024). If you change your mind again before the expiration of the Exchange Offer, you may re-tender your shares of Cummins Common Stock by again following the Exchange Offer procedures.

In order to withdraw your shares, you must provide a written notice of withdrawal to the exchange agent. The information that must be included in that notice is specified under “The Exchange Offer — Withdrawal Rights.”

If you hold shares of Cummins Common Stock through the RSP, you will be provided with special instructions by or on behalf of the RSP administrator on how to withdraw your tendered shares and you must deliver any required information in a timely manner in order for the tabulator for the RSP to withdraw your election to exchange from the final tabulation. The deadline will be specified in the special instructions provided to you (or, if the Exchange Offer is extended, any new withdrawal deadline established by the plan administrator).

If you hold your shares through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should consult with that institution on the procedures with which you must comply and the time by which such procedures must be completed in order for that institution to provide a written notice of withdrawal to the exchange agent on your behalf before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 13, 2024). If you hold your shares through such an institution, that institution must deliver the notice of withdrawal with respect to any shares you wish to withdraw. In such a case, as a beneficial owner and not a registered shareholder, you will not be able to provide a notice of withdrawal for such shares directly to the exchange agent.

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No Appraisal Rights

No appraisal rights are available to Cummins shareholders or Atmus shareholders in connection with the Exchange Offer.

Legal and Other Limitations; Certain Matters Relating to Non-U.S. Jurisdictions

Although Cummins may deliver this prospectus to shareholders located outside the United States, this prospectus is not an offer to sell or exchange and it is not a solicitation of an offer to buy or exchange any shares of Cummins Common Stock in any jurisdiction in which such offer, sale or exchange is not permitted. This prospectus has not been reviewed or approved by any stock exchange on which shares of Cummins Common Stock are listed.

Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. Cummins has not taken any action under those non-U.S. regulations to qualify the Exchange Offer outside the United States but may take steps to facilitate participation of shareholders from certain jurisdictions. Therefore, the ability of any non-U.S. person to tender Cummins Common Stock in the Exchange Offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit the person to participate in the Exchange Offer without the need for Cummins or Atmus to take any action to qualify or otherwise facilitate the Exchange Offer in that country or otherwise. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.

All tendering shareholders must make certain representations in the letter of transmittal, including, in the case of non-U.S. shareholders, as to the availability of an exemption under their home country laws that would allow them to participate in the Exchange Offer without the need for Cummins or Atmus to take any action to facilitate a public offering in that country or otherwise. Cummins will rely on those representations and, unless the Exchange Offer is terminated, plans to accept shares validly tendered by persons who properly complete the letter of transmittal and provide any other required documentation on a timely basis and as otherwise described herein.

Non-U.S. shareholders should consult their advisors in considering whether they may participate in the Exchange Offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in Cummins Common Stock or Atmus Common Stock that may apply in their home countries. Cummins and Atmus and the dealer managers cannot provide any assurance about whether such limitations exist.

Potential Additional Distribution of Atmus Common Stock

Cummins has informed Atmus that, following the completion of the Exchange Offer, in the event that more than the Minimum Amount of shares are validly tendered but not enough shares of Cummins Common Stock are validly tendered to allow Cummins to exchange all of the shares of Atmus Common Stock it is offering in this Exchange Offer, the shares of Atmus Common Stock that were offered but not exchanged in the Exchange Offer will be distributed through the clean-up spin-off. The record date for the clean-up spin-off, if any, will be announced by Cummins. As a result, any remaining shares of Atmus Common Stock offered by Cummins that are not exchanged in the Exchange Offer will be distributed on a pro rata basis to Cummins shareholders whose shares of Cummins Common Stock remain outstanding following the consummation of the Exchange Offer and are holders of record as of the applicable record date. Because the record date for the clean-up spin-off, if any, will occur following the completion of the Exchange Offer, holders of shares of Cummins Common Stock validly tendered and accepted and exchanged in the Exchange Offer will not participate in the clean-up spin-off (unless they otherwise own shares of Cummins Common Stock that were not tendered and accepted for exchange in the Exchange Offer as of the relevant record date).

In such event, Cummins and Atmus, as applicable, will file any documents required by U.S. securities laws in connection with such clean-up spin-off and will not rely on this prospectus or the registration statement of which it forms a part in connection with such distribution.

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states, as well as from provisions of the constitutive documents of each of Cummins and Atmus. See “Comparison of Shareholder Rights.”

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Prior to the completion of the IPO, Atmus operated as the filtration business of Cummins and not as a separate, publicly traded company. Atmus’ combined financial statements for 2022 and prior have been derived from Cummins’ historical accounting records and are presented on a carve-out basis.

All sales and costs as well as assets and liabilities directly associated with Atmus’ business activity are included as a component of the historical combined financial statements. The historical combined financial statements also include allocations of certain general, administrative, sales and marketing expenses and cost of sales from Cummins’ corporate office and from other Cummins businesses to Atmus. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the historical combined financial statements had Atmus been an entity that operated separately from Cummins during the periods presented.

The selected unaudited pro forma consolidated financial information for the year ended December 31, 2023 has been derived from Atmus’ historical consolidated financial statements included elsewhere in this prospectus. The unaudited pro forma consolidated financial information set forth below reflects the past financial results of the consolidated businesses operating within Cummins’ filtration division prior to the Separation, as adjusted to give effect to the Separation, the Debt Financing and related transactions from and with Cummins including autonomous entity adjustments and transaction accounting adjustments. The unaudited pro forma information is illustrative and not intended to represent what Atmus’ results of operations would have been had such transactions occurred on the date indicated or to project Atmus’ results of operations for any future period. For an understanding of the pro forma financial statements that give pro forma effect to the Separation, the Debt Financing and related transactions, see “Atmus Filtration Technologies Inc. Unaudited Pro Forma Consolidated Financial Statements” included elsewhere in this prospectus.

The unaudited pro forma consolidated financial statements for the year ended December 31, 2023 give effect to the Separation, the Debt Financing and related transactions from and with Cummins including autonomous entity adjustments and transaction accounting adjustments, as if they had been completed on January 1, 2023.

The unaudited pro forma consolidated statement of operations does not purport to represent, and is not necessarily indicative of, what the actual results of operations of Atmus would have been had the transactions described above taken place on January 1, 2023, nor is it indicative of the results of operations of Atmus for any future period. You should read the information set forth below together with “Atmus Filtration Technologies Inc. Unaudited Pro Forma Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Atmus” and Atmus’ audited annual consolidated financial statements and the related notes thereto included elsewhere in this prospectus ($ in millions, except per share data).

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In addition to the results reported in accordance with U.S. GAAP, Atmus has provided information regarding EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted earnings per share, which are non-GAAP financial measures and the key measures Atmus uses for determining how Atmus’ business is performing, and Free cash flow and Adjusted free cash flow, which are non-GAAP financial measures and the key measures Atmus uses for determining Atmus’ liquidity. EBITDA is defined as earnings or losses before interest expense, income taxes, depreciation and amortization and EBITDA margin is defined as EBITDA as a percent of net sales. Atmus believes (i) EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted earnings per share are useful measures of Atmus’ operating performance and (ii) Atmus believes Free cash flow and Adjusted free cash flow are useful measures of Atmus’ liquidity, as they assist investors and debt holders in comparing Atmus’ 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. Additionally, Atmus believes these metrics are widely used by investors, securities analysts, ratings agencies and others in Atmus’ industry in evaluating performance and liquidity, as applicable.

EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted earnings per share, Free cash flow and Adjusted free cash flow are not in accordance with, or alternatives for, U.S. GAAP financial measures and may not be consistent with measures used by other companies. It should be considered supplemental data; however, the amounts included in the EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted earnings per share, Free cash flow and Adjusted free cash flow margin calculations are derived from amounts included in the consolidated statements of net income. Atmus does not consider Atmus’ non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are:

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To properly and prudently evaluate Atmus’ business, Atmus encourages you to review the historical consolidated financial statements included elsewhere in this prospectus, and not rely on a single financial measure to evaluate Atmus’ business. A reconciliation of net income to EBITDA is shown in the table below:

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

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

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Market Price and Dividend Information

The market prices of Cummins Common Stock and Atmus Common Stock are subject to fluctuation. The exchange ratio will be set based on the respective market prices of Cummins Common Stock and Atmus Common Stock. As a result, you should, among other things, obtain current market quotations before deciding to tender your shares of Cummins Common Stock. There can be no assurance what the market price of shares will be before, on, or after the date on which the Exchange Offer is completed. Cummins Common Stock is listed on the NYSE under the symbol “CMI.” Atmus Common Stock is listed on the NYSE under the symbol “ATMU.”

Cummins

The declaration and payment of dividends to holders of Cummins Common Stock is at the discretion of Cummins’ board of directors in accordance with applicable law after taking into account various factors. On February 13, 2024, Cummins’ board of directors announced its quarterly cash dividend of $1.68 per share payable on March 7, 2024 to all shareholders of record on February 23, 2024. As of January 31, 2024, there were 141,856,847 shares of Cummins Common Stock outstanding, and as of December 31, 2023, there were 2,371 shareholders of record of Cummins Common Stock.

On February 13, 2024, the last NYSE trading day immediately preceding the date of the commencement of the Exchange Offer, the closing sales price per share of Cummins Common Stock as reported by the NYSE was $254.50.

Atmus

The declaration and payment of dividends to holders of Atmus Common Stock is at the discretion of Atmus’ board of directors in accordance with applicable law after taking into account various factors. Subsequent to the IPO, Atmus has not paid any dividends to its shareholders.

As of February 9, 2024, there were 83,309,210 shares of Atmus Common Stock outstanding. As of February 9, 2024, there were 2 registered holders of record of shares of Atmus Common Stock. Cummins beneficially owned 67,054,726 shares of Atmus Common Stock, representing approximately 80.5% of outstanding shares of Atmus Common Stock.

On February 13, 2024, the last NYSE trading day immediately preceding the date of the commencement of the Exchange Offer, the closing sales price per share of Atmus Common Stock as reported by the NYSE was $22.35.

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In addition, Atmus’ association with Cummins has contributed to the relationships Atmus has with certain significant customers due to the relationship those customers had with Cummins. Atmus may not be able to attract new customers of Cummins, or retain existing customers, without Cummins’ support. See “— As a result of the Separation, Atmus lost Cummins’ reputation, economies of scale, capital base and other resources and may experience difficulty operating as a standalone company.”

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

Atmus supplies filtration products to many of the largest OEMs for both first-fit and aftermarket, which results in recurring revenue for Atmus’ products. Atmus’ relationships with these OEMs also allow Atmus to be closely attuned to Atmus’ customers’ requirements and preferences and react quickly to any changes. The use of Atmus’ filtration products as a standard first-fit component creates a steady demand for that product in the aftermarket, as end-users often return to the OEM for aftermarket service for multiple years and may continue to prefer Atmus’ products as replacement or repair parts.

Atmus may not be able to maintain Atmus’ current top OEM relationships in the future or may not become the preferred supplier for additional OEMs. In addition, Atmus’ channel partners’ and end-users’ preferences for replacement or repair filtration products may change in the future. The loss of a top OEM relationship, or changes in the preferences of Atmus’ aftermarket end-users, could adversely impact the recurring nature of Atmus’ aftermarket sales.

Atmus derives significant earnings from investees that Atmus does not directly control.

Atmus earns equity, royalty and interest income from Atmus’ joint venture in China — Shanghai Fleetguard Filter Co. Ltd., where Atmus indirectly holds 50% of the economic interest. Atmus also earns equity, royalty and interest income from Atmus’ joint ventures in India — Fleetguard Filter Private Ltd. (“FFPL”), where Atmus directly holds 49.491% of the economic interest (and 50% of the voting interest), and Filtrum Fibretechnologies Pvt. Ltd., where Atmus holds, directly or indirectly, 49.75% of the economic interests (25% directly and 24.75% indirectly through Atmus’ proportionate ownership of FFPL’s 50% ownership interest). For the year ended December 31, 2023, Atmus recognized $33.6 million of equity, royalty and interest income from investees, compared to $28.0 million for the year ended December 31, 2022 and $32.4 million for the year ended December 31, 2021. Of these amounts, $21.5 million, $17.1 million and $16.4 million, respectively, were from Atmus’ joint venture in India — FFPL. Although a significant percentage of Atmus’ net income is derived from these unconsolidated entities (which were approximately 19.6% for the year ended December 31, 2023, approximately 16.4% for the year ended December 31, 2022 and 19.0% for the year ended December 31, 2021, of which approximately 12.6%, approximately 10.0% and approximately 9.6% were from FFPL for the year ended December 31, 2023, 2022 and 2021, respectively), Atmus does not unilaterally control their management or their operations, which puts a substantial portion of Atmus’ net income and cash flow through dividend payments at risk from the actions or inactions of these entities. A significant reduction in the level of contribution by these entities to Atmus’ net income would likely have a material adverse effect on Atmus’ business, financial condition, results of operations or cash flows.

Atmus faces significant competition in the markets Atmus serves and maintaining a competitive advantage requires consistent investment with uncertain returns.

The businesses and product lines in which Atmus participates are very competitive and Atmus risks losing business based on a wide range of factors, including price, quality, technological and engineering capability, manufacturing and distribution capability, innovation, performance, reliability and availability, geographic coverage, delivery and customer service. Atmus’ customers continue to seek technological innovation, productivity gains and competitive prices from Atmus and Atmus’ other suppliers. As a result of these and other factors, if Atmus does not meet Atmus’ customers’ expectations, Atmus may not be able to compete effectively.

Additionally, Atmus operates in highly competitive markets and has numerous competitors who are well-established in those markets. Atmus’ competitors include companies that may have greater name recognition or financial, technical, operational, marketing or other resources than Atmus. Atmus expects Atmus’ competitors to continue improving the design and performance of their products and to introduce new products that could be competitive in both price and performance. Atmus believes that it has certain technological advantages over its competitors in the markets in which it operates, but maintaining these advantages requires Atmus to consistently invest in research and development, sales and marketing and customer service and support. There is no guarantee that Atmus will be successful in maintaining these advantages.

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The competitive environment in which Atmus operates is also subject to change. There is no guarantee that Atmus will be successful in implementing new product expansions, as Atmus may fail to successfully complete product development or achieve the level of sales for these products that Atmus expects. There may also be unexpected costs for such new product offerings, which would lower their margins. In addition, certain competitors may have a competitive advantage in these new markets and if they are able to successfully develop a product before Atmus does, they could reach the market before Atmus does or gain broader market acceptance.

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

The ongoing energy transition away from fossil fuels and the increased adoption of electrified powertrains in some market segments could result in lower demand for current diesel or natural gas engines and components and, over time, reduce the demand for related parts and service revenues. Specifically, Atmus’ core markets may be impacted by technology transitions, including the transition to battery-electric vehicles, hydrogen-powered internal combustion engines, fuel cell electric vehicles and alternate power sources. Substantially all of Atmus’ net sales are related to internal combustion engine filtration products. Concerns regarding the effects of emissions of GHG on the climate have driven (and will likely continue to drive) international, national, regional and local legislative and regulatory responses, including those imposing more stringent emissions standards, requiring higher fuel efficiency and/or banning sales of gas-powered vehicles in the future. Such responses may generate or accelerate changes in technology and in customer and end-user preference, including wider adoption of, and preference for, technologies providing alternatives to diesel engines, such as electrification of equipment, which could reduce or eliminate the demand for Atmus’ products.

Moreover, on November 15, 2019, Cummins, Atmus’ largest customer, established a new set of goals for 2030 as part of its environmental sustainability strategy and since then has continued to implement such strategy to make progress towards its target of reaching carbon neutrality in its products and operations by 2050. Among Cummins’ new goals for 2030 is reducing its Scope 3 absolute lifetime GHG emissions from newly sold products, and partnering with its customers to reduce its indirect GHG emissions from its products. These goals may result in Cummins preferring products that reduce its direct and/or indirect GHG emissions. As a result of these risks, and as Atmus has seen OEMs begin to invest heavily in these new technologies and launch new non internal combustion engines, Atmus has been working, and continues to work, to expand its product offerings across industries and application types, including electric powertrain, hydrogen internal combustion engines and fuel cells, among others. However, there can be no assurance that Atmus will be successful in doing so, or even if it is successful, that such new products will generate the same revenue or margin as internal combustion engine filtration products. Some of these technologies, such as battery electric vehicles, may not utilize as much filtration content. Additionally, there can be no assurance that Atmus’ expectations regarding new and developing alternate fuel technologies, including with respect to which technologies will prevail and the development of filtration content for those technologies, will prove to be accurate. Such disruptive innovation could create new markets for others and displace existing companies and products. If Atmus is unsuccessful in adapting Atmus’ technologies or expanding into adjacent markets, these disruptions could result in significant negative consequences for Atmus. Atmus’ future growth is dependent on properly addressing future customer and end-user needs and adapting Atmus’ products in line with global technology trends.

Atmus relies on its executive leadership team and other key personnel as a critical part of Atmus’ human capital resources.

Atmus depends on the skills, institutional knowledge, working relationships and continued services and contributions of key personnel, including Atmus’ executive leadership team, as critical parts of Atmus’ human capital resources. In addition, Atmus’ ability to achieve Atmus’ operating and strategic goals depends on Atmus’ ability to identify, hire, train and retain qualified individuals. Atmus competes with other companies, both within and outside of Atmus’ industry, for talented personnel and Atmus may lose key personnel or fail to attract, train and retain other talented personnel. Any such loss or failure could have material adverse effects on Atmus’ business, financial condition, results of operations or cash flows.

In particular, Atmus’ continued success will depend in part on Atmus’ ability to retain the talents and dedication of key employees. As of December 31, 2023, Atmus employed approximately 350 total technical employees. As of December 31, 2023, 45% of Atmus’ technical employees were employed outside the United States, in India, China and France, many of whom Atmus considers key employees. If enough key employees terminate their employment or become ill or otherwise cannot work, Atmus’ business activities may be adversely affected and Atmus’ management team’s attention may be diverted. In addition, Atmus may not be able to locate suitable replacements for any key employees who leave.

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

Atmus is actively evaluating potential strategic acquisitions or investment opportunities and considers divestitures of non-strategic business lines and the filtration business has historically pursued and undertaken certain of those opportunities. For example, in 1987 and 1994, the filtration business of Atmus established its joint ventures in India and China, respectively, for its entry into those two markets, and has continued to explore additional joint ventures since then. Acquisitions, joint ventures and strategic investments could negatively impact Atmus’ profitability and financial condition due to operating and integration inefficiencies, the incurrence of debt, contingent liabilities and amortization of expenses related to intangible assets. There are also a number of other risks inherent to acquisitions, including the potential loss of key customers and suppliers of the acquired businesses or adverse effects on relationships with existing customers and suppliers; the inability to identify all issues or potential liabilities during diligence; difficulties or delays in integrating and assimilating the acquired operations and products or in realizing projected efficiencies, growth prospects, cost savings and synergies; the loss of key employees; the potential increase in exposure to more onerous or costly legal and regulatory requirements and the diversion of management’s time and attention away from other business matters, which may prevent Atmus from realizing the anticipated return on Atmus’ investment. Additionally, Atmus may require substantial additional capital, which could be raised pursuant to debt or equity financings, to pursue acquisitions and other business ventures, if any, in the future. Atmus cannot assure you that Atmus will be able to raise such additional capital on commercially reasonable terms, or at all. Divestitures may involve significant challenges and risks, such as difficulty separating out portions of Atmus’ business or the potential loss of revenue or negative impacts on margins. Divestitures may also result in ongoing financial or legal proceedings, such as retained liabilities, which could have an adverse impact on Atmus’ business, financial condition, results of operations and cash flows. Further, during the pendency of a proposed transaction, Atmus may be subject to risks related to a decline in the business, loss of employees, customers or suppliers and the risk that the transaction may not close, any of which could adversely impact Atmus’ business. Additionally, because acquisitions, divestitures, joint ventures, strategic partnerships and other similar arrangements are inherently risky, any such transaction may not be successful and may, in some cases, harm Atmus’ business, financial condition, results of operations or cash flows. Failure to complete any such planned transaction may adversely impact Atmus’ business, financial condition, results of operations or cash flows.

Atmus’ long term performance targets assume certain ongoing productivity improvements; if Atmus does not successfully manage productivity improvements, Atmus may not realize the expected benefits.

Atmus’ long-term performance targets assume certain ongoing productivity improvements as a key component of Atmus’ business strategy to, among other things, contain operating expenses, increase operating efficiencies and align manufacturing capacity to demand. Atmus may not be able to realize the expected benefits and cost savings if Atmus does not successfully execute these plans while continuing to invest in business growth. Factors that can cause Atmus to not realize expected benefits or execute Atmus’ plans for productivity improvements include, but are not limited to, unanticipated costs or complications resulting from the Separation, unforeseen complications arising from leveraging existing filtration technology to new industries, global commodities pricing and availability, manufacturing costs and delays, inflationary pressures and labor availability. If any of these, or other, difficulties are encountered, expected benefits of such cost savings may not otherwise be realized, which could adversely impact Atmus’ business, financial condition, results of operations or cash flows.

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

As of December 31, 2023, Atmus employed approximately 4,500 persons worldwide. As of December 31, 2023, approximately 53% of Atmus’ employees worldwide were represented by various unions under collective bargaining agreements. Among these collective bargaining agreements, those for the employees in Mexico, Brazil and France are renewed annually after compensation negotiations, while the collective bargaining agreement for the Cookeville, Tennessee plant typically has a four- to five-year term. The collective bargaining agreement for Brazil is in place and active and the compensation negotiations for a new annual term on the collective bargaining agreements for Mexico and France were recently concluded. These collective bargaining agreements have terms that will expire between December 2024 and February 2025. The collective bargaining agreement for the Cookeville, Tennessee plant is expiring at the end of its four year term on February 29, 2024 and negotiations for its renewal started in January 2024. While Atmus has no reason to believe that Atmus will be materially impacted by work stoppages or other labor matters, there can be no assurance that future issues with Atmus’ labor unions will be resolved favorably or that Atmus will not encounter future strikes, work stoppages, or other types of conflicts with labor unions or Atmus’ employees. For example, during periodic collective bargaining in 2020, the United Auto Workers union representing manufacturing employees at the Cookeville, Tennessee site conducted a strike for six weeks after failing to accept modified terms and conditions offered by the company. Any of these consequences may have an adverse effect

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on Atmus or may limit Atmus’ flexibility in dealing with Atmus’ workforce. In addition, many of Atmus’ customers and suppliers have unionized work forces. Work stoppages or slowdowns experienced by Atmus, Atmus’ customers or suppliers could result in slowdowns or closures that would have a material adverse effect on Atmus’ business, financial condition, results of operations or cash flows.

Atmus’ products are exposed to variability in material and commodity costs.

Atmus’ businesses establish prices with Atmus’ customers in accordance with contractual timeframes; however, the timing of material and commodity market price increases may prevent Atmus from passing these additional costs on to Atmus’ customers through timely pricing actions, which may lead to an adverse impact on Atmus’ profit margins. For example, Atmus’ gross margin decreased by 1.3 percentage points from the year ended December 31, 2021 (24.3%) to the year ended December 31, 2022 (23.0%) as a result of Atmus’ material and freight costs increasing at a faster rate than the increase in net sales. Additionally, higher material and commodity costs around the world may offset Atmus’ efforts to reduce Atmus’ cost structure. Economies around the world have also generally seen significant inflationary pressures since 2021. Although those inflationary pressures began to abate towards the end of 2023, Atmus is still subject to the risk of material and commodity cost increases and there can be no assurances that such cost increases do not return in 2024 and beyond. As of the date of this prospectus, Atmus has not entered into any hedging arrangements or agreements with respect to the purchase of the commodities used in Atmus’ products. While Atmus customarily has contractual pricing adjustment mechanisms with Atmus’ first-fit customers that attempt to address some of these risks (notably with respect to steel and resins), there can be no assurance that material and commodity price fluctuations will not adversely affect Atmus’ business, financial condition, results of operations or cash flows. In addition, while the use of contractual pricing adjustments may provide Atmus with some protection from adverse fluctuations in commodity prices, Atmus potentially foregoes the benefits that might result from favorable fluctuations in costs. As a result, higher material and commodity costs, as well as hedging these commodity costs during periods of decreasing prices, could result in declining margins.

Atmus is vulnerable to raw material, transportation and labor price increases and supply shortages, which have adversely impacted and could continue to adversely impact Atmus’ operations.

In recent years, Atmus has experienced supply chain disruptions, including longer lead times for materials used in manufacturing its products and increased commodity prices and related challenges throughout the supply chain. For example, in the wake of the COVID-19 pandemic, shortages in steel, resin, other petrochemical products and electronic components, as well as shortages in labor at Atmus’ suppliers, resulted in reduced capacity at Atmus’ North America plants in 2021 and 2022. While conditions moderated in 2023, many of the underlying risks remain. Atmus sources a significant number of parts and raw materials critical to its business operations. Any delay in Atmus’ suppliers’ deliveries may adversely affect its operations at multiple manufacturing locations, forcing Atmus to seek alternative supply sources to avoid serious disruptions. Delays may be caused by factors affecting Atmus’ suppliers (including pandemics, capacity constraints, port congestion, labor disputes, economic downturns, availability of credit, impaired financial condition and geopolitical turmoil), suppliers’ allocations to other purchasers, weather emergencies, natural disasters, acts of government or acts of war or terrorism. In particular, if there are extended periods of commercial, transportation or other restrictions Atmus could incur global supply disruptions. Any extended delay in receiving critical supplies could impair Its ability to deliver products to its customers and have a material adverse effect on its business, financial condition, results of operations or cash flows.

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

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

Atmus’ ability to fulfill customer orders is dependent on its manufacturing and distribution operations. Although Atmus forecasts demand, additional plant capacity takes significant time to bring online and thus changes in demand could result in longer lead times. Atmus cannot guarantee that it will be able to adjust manufacturing capacity, in the short-term, to meet higher customer demand. For example, the COVID-19 pandemic caused significant supply chain disruptions. These disruptions impacted the availability of raw materials, including steel, resin, other petrochemical products and electronic components, and freight availability and reliability, which resulted in increased lead times. Efficient operations require streamlining processes, which Atmus may not be capable of achieving. Unacceptable levels of service for key customers may result if Atmus is not able to fulfill orders on a timely basis or if product quality or warranty or safety issues result from compromised production. Due to the complexity of Atmus’ manufacturing operations, Atmus may be unable to timely respond to fluctuations in demand, which could adversely impact Atmus’ business, financial condition, results of operations or cash flows.

While Atmus has not experienced significant global surges or declines in demand, for much of 2022, overall demand exceeded Atmus’ ability to fully meet such demand, resulting in an elevated level of backlog. For 2023, the level of backlog that accumulated during 2022 reduced and stabilized. As Atmus moves into 2024, there has been a reduction in these backlogs from peak levels, and Atmus expects further stabilization in the first half of 2024.

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

Three customers each accounted for 10% or more of Atmus’ net sales in 2023, 2022 and 2021. Cummins is one of Atmus’ key customers and accounted for approximately 17.4% of Atmus’ net sales in 2023. While Atmus’ relationship with Cummins has been secured through Atmus’ first-fit supply agreement and aftermarket supply agreement, both of which have an initial term of five years (except with respect to certain new products under the first-fit supply agreement, for which a five-year term commences from the date of the start of production), Cummins operates in both global off-highway and on-highway industries and is subject to the cyclicality of those industries. A number of Atmus’ other customers, including PACCAR and the Traton Group, are also concentrated in similar cyclical industries, including off-highway industries such as construction, agriculture, mining, oil and gas and power generation, as well as on-highway industries such as truck, bus, vocational and recreational vehicles. This exposes Atmus’ business to additional risk based on Atmus’ customers’ respective economic conditions. Atmus’ success is also dependent on retaining key customers, which requires Atmus to successfully manage relationships and anticipate the needs of its customers in the channels in which it sells its products. Changes in the economic conditions could materially and adversely impact Atmus’ business, financial condition, results of operations or cash flows.

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

Atmus faces an inherent business risk of exposure to claims related to warranties and claims for support if Atmus’ products fail to perform to specification, or are alleged to result in property damage. At any given time, Atmus is subject to various and multiple claims related to warranties and claims for support, any one of which, if decided adversely to Atmus, may have a material adverse effect on Atmus’ business, financial condition, results of operations and cash flows in the period in which Atmus’ liability with respect to any such claim is recognized. This can include customer claims for support outside of standard warranty obligations.

Atmus products are subject to recall for performance or safety-related issues.

Atmus products are subject to recall for performance or safety-related issues. Product recalls subject Atmus to reputational risk, loss of current and future customers, reduced revenue and product recall costs. Product recall costs are incurred when Atmus decides, either voluntarily or involuntarily, to recall a product through a formal campaign to solicit the return of specific products due to known or suspected performance or safety issues. For example, in 2017 quality issues were identified with a particular application of a fuel heater, which primarily impacted one customer, resulting in a recall campaign beginning in 2020. See Note 11, Product Warranty Liability, to the consolidated financial statements for additional details. Any significant product recalls could have material adverse effects on Atmus’ business, financial condition, results of operations and cash flows. Additionally, any significant returns or warranty claims, as well as the timing of such returns or claims, could result in significant additional costs to Atmus and could adversely affect Atmus’ business, financial condition, results of operations or cash flows.

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Inability or failure to adequately protect or enforce Atmus’ intellectual property could reduce or eliminate any competitive advantage and reduce Atmus’ sales and profitability and the cost of protecting or enforcing Atmus’ intellectual property may be significant.

Atmus’ long-term success depends on Atmus’ ability to market innovative competitive products. Atmus owns a number of patents, trade secrets, copyrights, trademarks, trade names and other forms of intellectual property related to Atmus’ products and services throughout the world and the operation of Atmus’ business, on which Atmus relies to distinguish Atmus’ services and solutions from those of its competitors. Patents have a limited life and, in some cases, have expired or will expire in the near future. Atmus also has non-exclusive rights to intellectual property owned by others in certain of its markets. For example, some of Atmus’ products may include components that are manufactured by its competitors. Atmus’ intellectual property may be challenged, opposed, invalidated, diluted, cancelled, declared generic, stolen, circumvented, infringed or otherwise violated upon by third parties or Atmus may be unable to maintain, renew or enter into new license agreements with third-party owners of intellectual property on reasonable terms, or at all. In addition, the global nature of Atmus’ business increases the risk that its intellectual property may be subject to infringement, theft or other unauthorized use or disclosure by others. Atmus’ ability to protect and enforce intellectual property rights, including through litigation or other legal proceedings, also varies across jurisdictions. In some cases, Atmus’ ability to protect or enforce Atmus’ intellectual property rights by legal recourse or otherwise may be limited, particularly in countries where laws or enforcement practices are less protective than those in the United States. Atmus’ inability to obtain sufficient protection for its intellectual property, or to effectively maintain or enforce its intellectual property rights, could lead to reputational harm and/or adversely impact Atmus’ competitive position, business, financial condition, results of operations or cash flows.

Competitors and others may also initiate litigation or other proceedings to challenge the scope, validity or enforceability of Atmus’ intellectual property or allege that Atmus infringed, misappropriated or otherwise violated their intellectual property. Any litigation or proceedings to defend Atmus against allegations of infringement, misappropriation, or other violations of intellectual property rights, regardless of merit, could be costly, divert attention of management and may not ultimately be resolved in Atmus’ favor. If Atmus is unable to successfully defend against claims that it has infringed the intellectual property rights of others, Atmus may be prevented from using certain intellectual property or offering certain products, or may be liable for substantial damages, which in turn could materially adversely affect Atmus’ business, financial condition, results of operations or cash flows. Atmus may also be required to develop an alternative, non-infringing product that could be costly, time-consuming or impossible, or seek a license from a third party, which may not be available on terms that are favorable to Atmus, or at all. Any of the foregoing could have a material adverse effect on Atmus’ business, financial condition, results of operations and cash flows.

If Atmus fails to design and maintain effective internal control over financial reporting, Atmus’ ability to timely and accurately report its financial condition and results of operations or comply with applicable laws and regulations could be impaired, which may adversely affect investor confidence in Atmus and, as a result, the value of Atmus Common Stock.

Atmus identified a material weakness in its internal control over financial reporting during the period ended June 30, 2023 as a result of errors discovered in its financial statements for the three months ended March 31, 2023. These errors principally related to accounting for intercompany and related party transactions and required Atmus to restate its financial statements as of and for the three months ended March 31, 2023 and revise its financial statements as of and for the three months ended March 31, 2022, and as of December 31, 2022 and 2021 and for each of the years ended December 31, 2022, 2021 and 2020. As of the date of this prospectus, such material weakness has been remediated.

As a public company, Atmus is required to maintain internal control over financial reporting and to evaluate and determine the effectiveness of its internal control over financial reporting. Beginning with Atmus’ annual report on Form 10-K as of and for the year ending December 31, 2024, Atmus will be required to provide a management report on internal control over financial reporting, as well as an attestation of its independent registered public accounting firm. As part of this reporting, Atmus will be required to disclose any material weaknesses in its internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Atmus’ annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

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If material weaknesses exist in Atmus’ internal control over financial reporting, Atmus may have a higher likelihood of becoming subject to shareholder litigation or other litigation. Atmus may lose investor confidence in the accuracy and completeness of its financial reports, the market price of Atmus’ securities could decline, and Atmus could be subject to sanctions or investigations by regulatory authorities. Further, failure to maintain effective internal control over financial reporting and disclosure controls and procedures could also restrict Atmus’ future access to the capital markets.

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

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

Such an event could result in physical damage to and complete or partial closure of one or more of Atmus’ headquarters, manufacturing facilities or distribution centers, temporary or long-term disruption in the supply of component products from some local and international suppliers, disruption in the transport of Atmus’ products to customers and disruption of information systems. Prior to the IPO, Cummins’ existing insurance coverage, and following the IPO, the insurance coverage Atmus entered into, may not provide protection for all costs that may arise from any such event. Any disruption in Atmus’ operations could have an adverse impact on its ability to meet its customer needs or may require Atmus to incur additional expenses in order to produce sufficient inventory. Certain unexpected events could adversely impact Atmus’ business, financial condition, results of operations or cash flows.

Risks Related to Legal and Regulatory Issues

Sales of counterfeit versions of Atmus’ products, as well as unauthorized sales of Atmus’ products, may adversely affect Atmus’ reputation, business, financial condition, results of operations or cash flows.

Third parties may illegally make, distribute and sell counterfeit versions of Atmus’ products that do not meet the standards of Atmus’ design, development, manufacturing and distribution processes. Such counterfeit products divert sales from genuine products, often are of lower cost and quality and may pose safety risks. If illegal sales of counterfeit products result in adverse product liability or negative consumer experiences, Atmus may be associated with negative publicity resulting from such incidents. Although Atmus proactively monitors the existence of counterfeit products and initiates actions to seize, remove them from sale or destroy, Atmus may not be able to prevent third parties from manufacturing, selling or purporting to sell counterfeit products competing with Atmus’ products, which may negatively impact Atmus’ sales, brand reputation, business, financial condition, results of operations or cash flows.

Atmus’ products are subject to statutory and regulatory requirements that can significantly increase Atmus’ costs and could have a material adverse impact on Atmus’ business, financial condition, results of operations or cash flows.

Atmus’ products are subject to many laws and regulations in the jurisdictions in which Atmus operates. Atmus routinely incurs costs in order to comply with these laws and regulations. Atmus may be adversely impacted by new or changing laws and regulations that affect both its operations and its ability to develop and sell products that meet Atmus’ customers’ requirements. The discovery of noncompliance issues could have a material adverse impact on Atmus’ business, financial condition, results of operations or cash flows.

Developing products to meet more stringent and changing regulatory requirements, with different implementation timelines and requirements, makes developing products efficiently for multiple markets complicated and could result in substantial additional costs that may be difficult to recover in certain markets. The successful development and introduction of new and enhanced products in order to comply with new regulatory requirements are subject to other risks, such as delays in product development, cost overruns and unanticipated technical and manufacturing difficulties.

In addition to these risks, the nature and timing of government implementation and enforcement of increasingly stringent regulatory standards in Atmus’ worldwide markets are unpredictable and subject to change. Any delays in implementation or enforcement could result in a loss of Atmus’ competitive advantage and could have a material adverse impact on Atmus’ business, financial condition, results of operations or cash flows.

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Atmus operates its business on a global basis and changes in international, national and regional trade laws, regulations, and policies affecting and/or restricting international trade, including sanctions resulting from Russia’s military operation in Ukraine, could adversely impact the demand for Atmus’ products and Atmus’ competitive position.

Atmus manufactures, sells and services products globally and relies upon a global supply chain to deliver the raw materials, components, systems and parts that Atmus needs to manufacture and service Atmus’ products. Changes in laws, regulations and government policies on foreign trade and investment can affect the demand for Atmus’ products and services, causing customers and end-users to shift preferences toward domestically manufactured or branded products and impact the competitive position of Atmus’ products or prevent Atmus from being able to sell products in certain countries. Atmus’ business benefits from free trade agreements, such as the United States-Mexico-Canada Agreement, the U.S. trade relationships with China, Brazil and France and the Comprehensive Economic Partnership Agreement between India and South Korea. Efforts to withdraw from, or substantially modify such agreements or arrangements, in addition to the implementation of more restrictive trade policies, such as more detailed inspections, higher tariffs (including, but not limited to, additional tariffs on the import of steel or aluminum and imposition of new or retaliatory tariffs against certain countries, including based on developments in U.S.-China, U.S.-Russia and EU-Russia relations), import or export licensing requirements, and exchange controls or new barriers to entry, could limit Atmus’ ability to capitalize on current and future growth opportunities in international markets, impair Atmus’ ability to ship media from Atmus’ plant in South Korea directly to Atmus’ joint venture partners, impair Atmus’ ability to expand the business by offering new technologies, products, and services, and could adversely impact Atmus’ production costs, customer and end-user demand and Atmus’ relationships with customers and suppliers. Any of these consequences could have a material adverse effect on Atmus’ business, financial condition, results of operations or cash flows.

Embargoes, sanctions and export controls imposed by the U.S. and other governments restricting or prohibiting transactions with certain persons or entities, including financial institutions, to certain countries or regions, or involving certain products, may limit the sales of Atmus’ products. Embargoes, sanctions, and export control laws are changing rapidly for certain geographies, including with respect to China and Russia. In particular, changing U.S. and European export controls and sanctions on China, as well as other restrictions affecting transactions involving China and Chinese parties and Russia and Russian parties, could affect Atmus’ ability to collect receivables, provide aftermarket and warranty support for Atmus’ products, sell products, and otherwise impact Atmus’ reputation and business, any of which could have a material adverse effect on Atmus’ business, financial condition, results of operations or cash flows. Moreover, the enforceability of contracts in China, especially with governmental entities, including state-owned enterprises, is relatively uncertain. If counterparties repudiated Atmus’ contracts or defaulted on their obligations, Atmus might not have adequate remedies. Such uncertainties or inability to enforce Atmus’ contracts could materially and adversely affect Atmus’ business, financial condition, results of operations or cash flows.

Additionally, the ongoing crisis related to Russia’s military operation in Ukraine (the “Russia-Ukraine War”) has resulted in the application of enhanced sanctions against Russia by a number of jurisdictions, including the United States, United Kingdom, and European Union. On March 17, 2022, the Cummins board of directors made the decision to suspend all commercial operations in Russia indefinitely, including Atmus’ operations therein. Additionally, although Atmus seeks to comply with all applicable regulations, these laws and regulations are complex, frequently changing, and increasing in number and there is a risk that Atmus will not be compliant with all relevant regulations at all times. Such potential violations could have material adverse effects on Atmus’ reputation, brand, business, financial condition, results of operations or cash flows.

Unanticipated changes in Atmus’ effective tax rate, the adoption of new tax legislation or exposure to additional income tax liabilities could adversely affect Atmus’ profitability and cash flow. In addition, audits by tax authorities could result in additional tax payments for prior periods.

Atmus is subject to income taxes in the U.S. and numerous international jurisdictions. Atmus’ income tax provision and cash tax liability in the future could be adversely affected by the adoption of new tax legislation, changes in the amounts or composition of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and the discovery of new information in the course of Atmus’ tax return preparation process. Additionally, Atmus may be subject to tax audits. These audits can involve complex issues, which may require an extended period of time to resolve and can be highly judgmental. Tax authorities may disagree with certain tax reporting positions taken by Atmus and, as a result, assess additional taxes against Atmus. Atmus may have to engage in litigation to achieve the results reflected in Atmus’ tax estimates, and such litigation may be time consuming and expensive. Atmus regularly assesses the likely outcomes of any audits in order to determine the appropriateness of Atmus’ tax provision. The amounts ultimately paid upon resolution of these or subsequent tax audits could be materially different

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from the amounts previously included in Atmus’ income tax provisions and accruals, which could materially and adversely affect Atmus’ business, financial condition, results of operations or cash flows.

Changes in tax law relating to multinational corporations could adversely affect Atmus’ tax position.

The U.S. Congress, government agencies in non-U.S. jurisdictions where Atmus and its affiliates do business, and the Organisation for Economic Co-operation and Development (“OECD”) have recently focused on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting,” where profits are claimed to be earned for tax purposes in low-tax jurisdictions, or payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. The OECD has released several components of its comprehensive plan to create an agreed set of international rules for addressing base erosion and profit shifting. As a result, the tax laws in the United States and other countries in which Atmus does business could change on a prospective or retroactive basis, and any such changes could adversely affect Atmus’ business, financial condition, results of operations or cash flows.

Atmus’ global operations are subject to laws and regulations that impose significant compliance costs and create reputational and legal risk.

Due to the international scope of Atmus’ operations, Atmus is subject to a complex system of commercial regulations around the world. Recent years have seen an increase in the development and enforcement of laws regarding trade compliance, as well as new regulatory requirements regarding privacy and data protection, such as the European Union General Data Protection Regulation. For example, in January 2024, the Tax Administration Service in Mexico amended the customs requirements for transactions between a maquiladora in Mexico shipping its manufactured goods to a domestic Mexican company. To date, maquiladoras in Mexico, including Atmus’ manufacturing facility in San Luis Potosi, have responded by exporting manufactured goods outside of Mexico and then re-importing them back into Mexico for delivery to domestic purchasers, resulting in increased costs for Atmus’ Mexican operations. Atmus’ foreign subsidiaries and affiliates are governed by laws, rules and business practices that differ from those of the U.S. The activities of these entities may not comply with U.S. laws or business practices or Atmus’ Code of Business Conduct. Violations of these laws may result in severe criminal or civil sanctions, could disrupt Atmus’ business and result in an adverse effect on Atmus’ reputation, business, financial condition, results of operations or cash flows. Atmus cannot predict the nature, scope or effect of future regulatory requirements to which Atmus’ operations might be subject or the manner in which existing laws might be administered or interpreted.

Atmus is subject to national and international anti-corruption laws and regulations laws, such as the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act (the “Bribery Act”) and export controls and economic sanctions programs, including those administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), relating to Atmus’ business and Atmus’ employees. As part of Atmus’ business, Atmus deals with state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA’s prohibition on providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. In addition, the provisions of the Bribery Act extend beyond bribery of foreign public officials and also apply to transactions with individuals that a government does not employ. Some of the international locations in which Atmus operates lack a developed legal system and have higher than normal levels of corruption.

Atmus’ continued expansion outside the United States, including in China, India and developing countries, and Atmus’ development of new partnerships worldwide, could increase the risk of FCPA, OFAC or Bribery Act violations in the future. Despite Atmus’ policies, procedures and compliance programs, Atmus’ internal control and compliance systems may not be able to protect it from prohibited acts willfully committed by its employees, agents or business partners that would violate such applicable laws and regulations. Additionally, there can be no assurance that Atmus’ policies and procedures will effectively prevent it from violating these regulations in every transaction in which Atmus may engage or provide a defense to any alleged violation. For example, actions taken by OFAC in response to the Russia-Ukraine War have included the imposition of export controls and broad financial and economic sanctions against Russia, Belarus and specific areas of Ukraine. Any violation or alleged violation of these laws and regulations, even if prohibited by Atmus’ policies, could result in criminal or civil sanctions, reputational damage or other substantial costs and penalties, any of which could adversely affect Atmus’ business, financial condition, results of operations or cash flows. In particular, Atmus may be held liable for the actions that Atmus’ joint venture partners take inside or outside of the United States, even though Atmus’ partners may not be subject to these laws. Any such improper acts could damage Atmus’ reputation, subject Atmus to civil or criminal judgments, fines or penalties, and could otherwise disrupt Atmus’ business.

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Atmus’ operations are also subject to certain antitrust and competition laws in the jurisdictions in which Atmus conducts its business, in particular the United States and Europe. These laws prohibit, among other things, anticompetitive agreements and practices. If any of Atmus’ commercial agreements or practices are found to violate or infringe such laws, Atmus may be subject to civil and other penalties. Atmus may also be subject to third-party claims for damages. Further, agreements that infringe antitrust and competition laws may be void and unenforceable, in whole or in part, or require modification in order to be lawful and enforceable. Accordingly, any violation of these laws could harm Atmus’ reputation and could have a material adverse effect on Atmus’ business, financial condition, results of operations or cash flows.

From time to time, Atmus is subject to litigation or other commercial disputes and other legal and regulatory proceedings relating to its business, including actual or perceived failure to comply with the laws and regulations mentioned above. Due to the inherent uncertainties of any litigation, commercial disputes or other legal or regulatory proceedings, Atmus cannot accurately predict their ultimate outcome, including the outcome of any related appeals. An unfavorable outcome could materially adversely impact Atmus’ business, financial condition, results of operations or cash flows. Furthermore, as required by U.S. GAAP, Atmus establishes reserves based on Atmus’ assessment of contingencies, including contingencies related to legal claims asserted against Atmus. Subsequent developments in legal proceedings may affect Atmus’ assessment and estimates of the loss contingency recorded as a reserve and require Atmus to make payments in excess of Atmus’ reserves, which could have an adverse effect on Atmus’ business, financial condition, results of operations or cash flows.

Atmus may be adversely impacted by the effects of climate change and may incur increased costs and experience other impacts due to climate change.

The scientific consensus indicates that emissions of GHG continue to alter the composition of Earth’s atmosphere in ways that are affecting, and are expected to continue to affect, the global climate. The potential impacts of climate change on Atmus’ customers and end-users, product offerings, operations, facilities and suppliers are accelerating and uncertain, as they will be particular to local, customer-specific circumstances. These potential impacts may include, among other things, rising sea levels and the frequency and severity of weather events as well as customer and end-user product changes either through preference or regulation.

Concerns regarding climate change may lead to additional international, national, regional and local legislative and regulatory responses. For example, proposed SEC rules to enhance disclosures regarding the effects of climate change could increase Atmus’ reporting and compliance costs, and in October 2023, the California Governor signed the Climate-Related Financial Risk and the Climate Corporate Data Accountability Act into law, which impose significant and mandatory climate-related reporting requirements for large companies doing business in the state. Similarly, enhanced mandatory climate reporting requirements came into force in 2019 and again in 2022 in the United Kingdom and broader sustainability reporting requirements (including climate) will apply to certain European Union entities on a staged basis from 2024 and to their non-European Union parent undertakings from 2028. Atmus believes these reporting requirements could increase its reporting and compliance costs. Various stakeholders, including legislators and regulators, shareholders and non-governmental organizations, are continuing to look for ways to reduce GHG emissions, including limits on GHG emissions, bans on future sales of gas-powered vehicles, and measures intended to incentivize GHG reduction such as fuel taxes, carbon taxes and subsidies. As the impact of any future GHG legislative or regulatory requirements on Atmus’ global businesses and products is dependent on the timing, scope and design of the mandates or standards, Atmus is currently unable to predict the potential impact. Moreover, as discussed in “— Risks Related to Atmus’ Business Operations — Evolving customer needs and developing technologies may threaten Atmus’ existing business and growth”, certain consequences of climate change, such as shifts in customer and end-user preferences and the pace and extent to which customers and end-users adopt alternative power, including electrified vehicles, could impact demand for Atmus’ products and could have a material adverse effect on Atmus’ business, financial condition, results of operations or cash flows.

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Atmus’ operations are subject to increasingly stringent environmental laws and regulations, and Atmus is also subject to laws requiring cleanup of contaminated property.

Atmus’ plants and operations are subject to increasingly stringent environmental laws and regulations in all of the countries in which Atmus operates, including laws and regulations governing air emissions, wastewater and storm water discharges and the generation, handling, storage, transportation, treatment and disposal of waste materials. While Atmus believes that it is in compliance in all material respects with these environmental laws and regulations, there can be no assurance that Atmus will not be adversely impacted by costs, liabilities or claims with respect to existing or subsequently acquired operations, under either present laws and regulations or those that may be adopted or imposed in the future. Atmus is also subject to laws requiring the cleanup of contaminated property, including laws that impose strict liability for contamination at owned property and for hazardous materials or wastes generated by Atmus’ plants and operations or those of Atmus’ predecessors. If a release of hazardous substances occurs at or from any of Atmus’ (or Atmus’ predecessors’) current or former properties or at a landfill or another location where Atmus or Atmus’ predecessors have disposed of (or arranged for the disposal of) hazardous materials, Atmus may be held liable for the contamination and the amount of such liability could be material. Atmus may become subject to additional evolving regulations related to the cleanup of contaminated property.

Risks Related to Cybersecurity and Information Technology Infrastructure

Atmus’ information technology environment and Atmus’ products are exposed to potential security or data breaches or other disruptions, which may adversely impact Atmus’ operations.

Atmus relies on the capacity, reliability and security of Atmus’ information technology environment and data security infrastructure in connection with various aspects of Atmus’ business activities. Atmus also relies on Atmus’ ability to expand and continually update these technologies and related infrastructure in response to the changing needs of Atmus’ business. As Atmus implements new technologies, they may not perform as expected. Atmus faces the challenge of supporting Atmus’ older technologies and implementing necessary upgrades. In addition, some of these technologies are managed by third-party service providers and are not under Atmus’ direct control. If Atmus experiences a problem with an important technology, including during upgrades and/or new implementations of technologies, the resulting disruptions could have an adverse effect on Atmus’ business and reputation. As customers and end-users adopt and rely on cloud-based digital technologies and services Atmus offers, any disruption of the confidentiality, integrity or availability of those services could have an adverse effect on Atmus’ business and reputation.

Atmus’ operations routinely involve collecting, receiving, storing, processing and transmitting personal, sensitive and other confidential information pertaining to its business, customers, end-users, dealers, suppliers, employees and other sensitive matters. The data handled by Atmus’ technologies is vulnerable to security threats. In addition, Atmus’ products contain interconnected and increasingly complex technologies that monitor and transmit data and these technologies are potentially subject to cyber-attacks and disruption. For example, Atmus has developed the filtration intelligence technology (FIT) system, which embeds sensors and software within the filtration equipment system designed to optimize filtration maintenance and monitor equipment health. In addition, Atmus provides opportunities for remote working to its employees, which may pose additional information technology risks. The impact of a significant information technology event on either Atmus’ information technology environment or its products could negatively affect the performance of Atmus’ products, Atmus’ reputation, and competitive position.

While Atmus continually works to safeguard its information technology environment and mitigate potential risks, there is no assurance that these actions will be sufficient to timely detect or prevent information technology security threats, such as security breaches, computer malware, ransomware attacks and other cyber-attacks, which are increasing in both frequency and sophistication, along with power outages or hardware failures. These threats could result in unauthorized access, use, modification, disclosure, loss or theft of information, including intellectual property, costly investigations, remediation efforts, notification requirements, privacy or data protection-related compliance obligations, legal claims or proceedings, government enforcement actions, civil or criminal penalties, fines, diversion of management attention, operational changes or other response measures, loss of customer confidence in Atmus’ security measures, loss of business partners, and negative publicity that could adversely affect Atmus’ brand, reputation, business, financial condition, results of operations or cash flows. While Atmus expects to obtain cyber insurance coverage that will commence upon the completion of the Exchange Offer, Atmus’ cyber insurance policies may not cover, or may cover only a portion of, any potential claims related to such events or may not be adequate to indemnify Atmus for all or any portion of liabilities that may be imposed or defense costs incurred. Atmus also cannot be certain that it will be able to maintain insurance coverage, on acceptable terms or in amounts sufficient to cover the potentially significant losses that may result from a security incident or breach or that the insurer will not deny coverage of any future claim.

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

In order to support the new business processes under the terms of Atmus’ transition services agreement with Cummins, Atmus has made significant configuration, process and data changes within many of the information technology systems that Atmus uses. If Atmus’ information technology systems and processes are not sufficient to support its business and financial reporting functions, or if Atmus fails to properly implement its new business processes, manufacturing, shipping, invoicing or other critical operating activities may be interrupted or negatively affected, and Atmus’ financial reporting may be delayed or inaccurate and, as a result, Atmus’ business, financial condition, results of operations or cash flows may be materially adversely affected. Even if Atmus is able to successfully configure and change its systems, all technology systems, even with implementation of security measures, are vulnerable to disability, failures or unauthorized access. If Atmus’ information technology systems were to fail or be breached, this could materially adversely affect Atmus’ reputation and Atmus’ ability to perform critical business functions, and sensitive and confidential data could be compromised.

Risks Related to Finance and Financial Market Conditions

Atmus is subject to foreign currency exchange rate and other related risks.

Atmus conducts operations in many areas of the world involving transactions denominated in a variety of currencies. Atmus is subject to foreign currency exchange rate risk to the extent that Atmus’ costs are denominated in currencies other than those in which Atmus earns revenues. In addition, since Atmus’ financial statements are denominated in U.S. dollars, changes in foreign currency exchange rates between the U.S. dollar and other currencies have had, and will continue to have, an impact on Atmus’ business, financial condition, results of operations or cash flows. For example, 41% of Atmus’ net sales in 2023 were denominated in a currency other than the U.S. dollar. Additionally, the appreciation of the U.S. dollar against foreign currencies has had and could continue to have a negative impact on Atmus’ consolidated results of operations due to translation impacts. Although Atmus did see a slightly favorable impact on its results of operations in the second half of 2023, Atmus expects that the overall negative impact may continue in 2024. Cummins has a hedging program to mitigate foreign currency exchange rate risk across its businesses, which included foreign currency exchange rate risk faced by the filtration business. Although Atmus has implemented certain aspects of its own hedging program, it is still evaluating other aspects, such as cash flow hedges, and there can be no assurances that Atmus will be able to establish the same program as Cummins or at similar costs.

Atmus has recorded goodwill as a result of prior acquisitions, and an economic downturn could cause these balances to become impaired, requiring write-downs that would reduce Atmus’ operating income.

Goodwill amounted to approximately $84.7 million as of December 31, 2023. As required under current accounting rules, Atmus assesses goodwill for impairment at least annually and whenever changes in circumstances indicate that the carrying amount may not be recoverable from estimated future cash flows. As of December 31, 2023, management has deemed there is no impairment of Atmus’ recorded goodwill. However, if future operating performance at one or more of Atmus’ operating units were to fall significantly below forecast levels or if market conditions for one or more of Atmus’ acquired businesses were to decline, Atmus could be required to incur a non-cash charge to operating income for impairment. Management will continue to monitor Atmus’ operating results, Atmus’ market capitalization, and the impact of the economy to determine if there is an impairment of goodwill in future periods.

Risks Related to Macroeconomic and Geopolitical Conditions

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

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

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As Atmus continues to operate and grow its business globally, Atmus’ success will depend, in part, on its ability to anticipate and effectively manage these and other related risks. There can be no assurance that the consequences of these and other factors relating to Atmus’ multinational operations will not have a material adverse effect upon Atmus’ business, financial condition, results of operations or cash flows.

In addition, there continues to be significant uncertainty about the future relationships between the U.S. and China, including with respect to trade policies, treaties, government regulations and tariffs.

Atmus currently has significant operations in China, including a joint venture and Atmus’ wholly-owned subsidiary Cummins Filtration China. For the year ended December 31, 2023, total sales in China, including consolidated and non-consolidated sales from Atmus’ joint venture, were approximately $265.1 million, an increase of $32.1 million compared to approximately $233.0 million for the year ended December 31, 2022. In the first half of 2022, the resurgence of COVID-19 in China led to lockdowns in several cities that negatively impacted the economy and Atmus’ end markets. Among the cities impacted by these lockdowns was Shanghai, which resulted in the shutdowns of Atmus’ and Atmus’ China joint ventures’ Shanghai-based facilities, and the results from Atmus’ China operations were adversely impacted in 2023 as a result of general market conditions in China. Equity, royalty and interest income from Atmus’ China joint venture for the year ended December 31, 2023 was $5.9 million, an increase of $0.6 million compared to $5.3 million for the year ended December 31, 2022. In addition, any increased trade barriers or restrictions on global trade, especially trade with China, could adversely impact Atmus’ competitive position, business, financial condition, results of operations or cash flows.

Risks arising from uncertainty in worldwide and regional market and economic conditions may harm Atmus’ business and make it difficult to project long-term performance.

Atmus’ business is sensitive to global macroeconomic conditions. Future macroeconomic downturns may have an adverse effect on Atmus’ business, financial condition, results of operations or cash flows, as well as on Atmus’ distributors, customers, end-users and suppliers, and on activity in many of the industries and markets Atmus serves. Among the economic factors which may have such an effect are: public health crises such as pandemics and epidemics, currency exchange rates, difficulties entering new markets, tariffs and governmental trade and monetary policies, and general economic conditions such as inflation, deflation, interest rates and credit availability.

For example, as a result of the global economic downturn triggered by the COVID-19 pandemic, Atmus experienced a 3.8% decline in net sales during 2020 compared to the previous year. Most economies across the world slowed and, although Atmus saw a recovery in 2021 (16.7% growth in net sales in 2021 compared to 2020), 2022 (8.6% growth in net sales in 2022 compared to 2021) and 2023 (4.2% growth in net sales in 2023 compared to 2022), there is still uncertainty as to whether the recovery will be sustained. If any or all of these major markets that Atmus sells to were to endure a continued slowdown or recession, including as a result of a new outbreak of a global pandemic, other public health crises, economic disruption or otherwise decline, it could have a material adverse effect on Atmus’ business, financial condition, results of operations or cash flows. Additionally, in response to rising rates of inflation, the Federal Reserve Board increased the benchmark federal funds interest rates multiple times during the year ended December 31, 2023. This rate environment and the speed with which it has been occurring, or could occur in the future, could have a material adverse effect on Atmus’ business, financial condition, results of operations or cash flows.

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In addition, Atmus faces several risks associated with international business and are subject to global events beyond Atmus’ control, including war, trade disputes, economic sanctions, trade wars and their collateral impacts and other international events. Any of these events could have a material adverse effect on Atmus’ reputation, business, financial condition, results of operations or cash flows. There may be changes to Atmus’ business if there is instability, disruption or destruction in a significant geographic region, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest; and natural or man-made disasters, including famine, flood, fire, earthquake, storm or disease.

Risks Related to Atmus’ Relationship with Cummins

As a result of the Separation, Atmus lost Cummins’ reputation, economies of scale, capital base and other resources and may experience difficulty operating as a standalone company.

Atmus’ association with Cummins has contributed to the relationships Atmus has with certain significant customers and suppliers due to the relationship those customers and suppliers had with Cummins. Cummins cooperated in selling Atmus’ products to Cummins’ customers. After the Separation, Atmus may not be able to attract new customers of Cummins, or retain existing customers, without Cummins’ support. If this occurs, it could result in reduced sales of Atmus’ products.

The loss of Cummins’ scale, capital base and financial strength may also prompt suppliers to reprice, modify or terminate their relationships with Atmus, in particular if such suppliers had placed a premium on the Cummins brand or Atmus’ relationship with Cummins. In addition, Cummins’ reduction of its ownership of Atmus could potentially cause some of Atmus’ existing agreements and licenses to be terminated. Atmus cannot predict with certainty the effect that the Separation will have on Atmus’ business, Atmus’ clients, vendors or other persons, or whether Atmus’ Fleetguard brand will experience dilution in the marketplace.

Further, because Atmus has limited experience operating as a standalone company following the Separation, Atmus may encounter difficulties doing so in the future. For example, if Atmus does not accurately estimate the level of resources required to operate as a standalone company, Atmus may need to acquire additional assets and resources, which could be costly, and in connection with the Separation, may also face difficulty in separating certain aspects of Atmus’ business from Cummins, including incurring accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring or reassigning Atmus’ personnel, costs related to establishing a new brand identity in the marketplace and costs to separate information systems and creating standalone administrative units in Atmus’ business post-separation. Atmus’ business, financial condition, results of operations or cash flows could be materially adversely affected if it has difficulty operating as a standalone company.

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

The separation agreement and other agreements entered into in connection with the Separation determined the allocation of assets and liabilities between Cummins and Atmus as a result of the Separation for those respective areas and include certain indemnifications related to liabilities and obligations. The transition services agreement provides for the performance of certain services by Cummins and Atmus for the benefit of the other for a period of time after the IPO. Atmus will rely on Cummins to satisfy Cummins’ performance and payment obligations under these agreements. If Cummins is unable to satisfy its obligations under these agreements, including its indemnification obligations, Atmus could incur operational difficulties or losses. If Atmus does not have in place its own systems and services, or if Atmus does not have agreements with other providers of these services once certain transaction agreements expire, Atmus may not be able to operate its businesses effectively and Atmus’ business, financial condition, results of operations or cash flows could be materially adversely affected. Atmus is in the process of creating its own, or engaging third parties to provide, systems and services to replace many of the systems and services that Cummins currently provides to Atmus. However, Atmus may not be successful in implementing these systems and services or in transitioning data from Cummins’ systems to Atmus. In addition, Atmus has historically received certain informal support from Cummins, including customer relationship management, marketing, communications, technical support, market intelligence and market data, which may not be addressed in Atmus’ transition services agreement. The level of this informal support may be eliminated following the Separation.

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Atmus also has established or expanded its own tax, treasury, internal audit, investor relations, corporate governance and listed company compliance and other corporate functions. Atmus has been incurring and expects to continue incurring one-time costs to replicate, or outsource from other providers, these corporate functions to replace the corporate services that Cummins historically provided Atmus prior to the Separation. Any failure or significant downtime in Atmus’ own financial, administrative or other support systems or in the Cummins financial, administrative or other support systems during the transitional period during which Cummins provides Atmus with support could negatively impact Atmus’ results of operations or prevent Atmus from paying its suppliers and employees, executing business combinations and foreign currency transactions or performing administrative or other services on a timely basis, which could have an adverse effect on Atmus’ business, financial condition, results of operations or cash flows.

In particular, Atmus’ day-to-day business operations rely on its information technology systems. A significant portion of the communications among Atmus’ personnel, customers and suppliers take place on Atmus’ information technology platforms. Atmus expects the separation of information technology systems from Cummins to be complex, time-consuming and costly. There is risk of data loss in the process of transferring information technology. As a result of Atmus’ reliance on information technology systems, the cost of such information technology integration and transfer and any such loss of key data could have an adverse effect on Atmus’ business, financial condition, results of operations or cash flows.

In addition, Atmus’ historical consolidated financial statements include the attribution of certain assets and liabilities that historically have been held at the Cummins corporate level but which are specifically identifiable or attributable to the businesses transferred to Atmus in connection with the Separation. The value of the assets and liabilities Atmus assumed in connection with the Separation could ultimately be materially different than such attributions, which could have a material adverse effect on Atmus’ business, financial condition, results of operations or cash flows.

After the Exchange Offer, certain of Atmus’ executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Cummins.

A majority of Atmus’ current directors are employees of Cummins. Upon the completion of the Exchange Offer and clean-up spin-off, if applicable, all of Cummins’ affiliated directors will resign from Atmus’ board of directors and two additional independent directors will be appointed. However, one Cummins executive may be appointed to Atmus’ board of directors following the consummation of the Exchange Offer. Any such director, who is an employee of Cummins, will continue to own Cummins Common Stock or equity awards. Additionally, certain of Atmus’ executive officers own Cummins Common Stock or equity awards. The position of such individuals and their ownership of any Cummins equity or equity awards create, or may create the appearance of, conflicts of interest when these individuals are faced with decisions that could have different implications for Cummins than for Atmus.

Cummins and its directors and officers will have limited liability to Atmus or you for breach of fiduciary duty.

Subject to any contractual provision to the contrary, Cummins has no obligation to refrain from engaging in certain actions that may not be in Atmus’ best interests.

Under Atmus’ amended and restated certificate of incorporation, neither Cummins nor any officer or director of Cummins, including Atmus’ directors who are also Cummins employees, except as provided therein, will be liable to Atmus or to Atmus’ shareholders for breach of any fiduciary duty by reason of any of these activities.

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

The separation agreement, among other things, provides for indemnification obligations designed to make Atmus financially responsible for liabilities that may exist relating to Atmus’ business activities, whether incurred prior to or after the Separation. If Atmus is required to indemnify Cummins under the circumstances set forth in the separation agreement, Atmus may be subject to substantial liabilities. Please refer to the section entitled “Agreements Between Cummins and Atmus and Other Related Party Transactions — Relationship between Atmus and Cummins — Separation Agreement.”

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In connection with the Separation, Cummins has indemnified Atmus for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure Atmus against the full amount of such liabilities, or that Cummins’ ability to satisfy its indemnification obligation will not be impaired in the future.

Pursuant to the separation agreement and certain other agreements with Cummins, Cummins agreed to indemnify Atmus for certain liabilities as discussed further in “Agreements Between Cummins and Atmus and Other Related Party Transactions — Relationship between Atmus and Cummins — Separation Agreement — Release of Claims and Indemnification.” However, third parties could also seek to hold Atmus responsible for any of the liabilities that Cummins has agreed to retain, and there can be no assurance that the indemnity from Cummins will be sufficient to protect Atmus against the full amount of such liabilities, or that Cummins will be able to fully satisfy its indemnification obligations. In addition, Cummins’ insurance will not necessarily be available to Atmus for liabilities associated with occurrences of indemnified liabilities prior to the IPO, and in any event Cummins’ insurers may deny coverage to Atmus for liabilities associated with certain occurrences of indemnified liabilities prior to the IPO. Moreover, even if Atmus ultimately succeeds in recovering from Cummins or such insurance providers any amounts for which Atmus is held liable, Atmus may be temporarily required to bear these losses. Each of these risks could negatively affect Atmus’ business, financial condition, results of operations or cash flows.

Atmus may have received better terms from unaffiliated third parties than the terms Atmus received in its agreements with Cummins.

The agreements Atmus entered with Cummins in connection with the Separation, including the separation agreement, transition services agreement, employee matters agreement, tax matters agreement, intellectual property license agreement, first-fit supply agreement, aftermarket supply agreement, transitional trademark license agreement and the registration rights agreement, were prepared in the context of Atmus’ separation from Cummins while Atmus was still a wholly-owned subsidiary of Cummins. Accordingly, during the period in which the terms of those agreements were prepared, Atmus did not have an independent board of directors or a management team that was independent of Cummins. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties. Arm’s-length negotiations between Cummins and an unaffiliated third party in another form of transaction, such as a buyer in a sale of a business transaction, may have resulted in more favorable terms to the unaffiliated third party. For more information, please refer to the section entitled “Agreements Between Cummins and Atmus and Other Related Party Transactions — Relationship between Atmus and Cummins — Separation Agreement.”

Risks Related to Atmus’ Capital Structure

Changes in the capital and credit markets may negatively affect Atmus’ ability to access financing to support strategic initiatives.

Disruption of the global financial and credit markets may have an effect on Atmus’ long-term liquidity and financial condition. For example, the closures of Silicon Valley Bank and Signature Bank in March 2023 and their placement into receivership with the Federal Deposit Insurance Corporation created financial institution liquidity risk and concerns. Atmus’ operations, investment opportunities, access to capital and ability to enforce the obligations of counterparties may be adversely affected by disruptions to the banking system and other financial market volatility. There can be no assurance that the cost or availability of future borrowings will not be impacted by future capital market disruptions. Atmus’ term loan agreement and revolving credit facility each contain covenants to maintain certain financial ratios that, under certain circumstances, could restrict Atmus’ ability to incur additional indebtedness, make investments and other restricted payments, create liens and sell assets.

Atmus has substantial indebtedness, consisting of the term loan and the revolving credit facility, and may incur substantial additional debt from time to time, which may impact Atmus’ ability to service all its indebtedness and react to changes in its industry and limit its ability to seek further financing on favorable terms.

Atmus has approximately $600 million of outstanding indebtedness consisting of the term loan and amounts drawn under the revolving credit facility as of December 31, 2023. See “Description of Material Indebtedness of Atmus.”

Atmus’ ability to make scheduled payments on or refinance its debt obligations depends on its financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond its control. Atmus may be unable to maintain a level of cash flows from operating activities sufficient to permit Atmus to pay the principal and interest on Atmus’ indebtedness.

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If Atmus’ cash flows and capital resources are insufficient to fund its debt service obligations, Atmus could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, alter its dividend policy, seek additional debt or equity capital or restructure or refinance its indebtedness. Atmus may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow Atmus to meet its scheduled debt service obligations. The instruments that will govern Atmus’ indebtedness may restrict its ability to dispose of assets and may restrict the use of proceeds from those dispositions and may also restrict Atmus’ ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. Atmus may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations when due.

In addition, Atmus conducts operations through its subsidiaries and joint ventures. Accordingly, repayment of Atmus’ indebtedness will depend on the generation of cash flow by these entities, and their ability to make such cash available to Atmus, by dividend, debt repayment or otherwise. These entities may not have any obligation to pay amounts due on Atmus’ indebtedness or to make funds available for that purpose. These entities may not be able to, or may not be permitted to, make adequate distributions to enable Atmus to make payments in respect of its indebtedness. Each of these entities is a distinct legal entity and, under certain circumstances, legal, tax and contractual restrictions may limit Atmus’ ability to obtain cash from them. In the event that Atmus does not receive distributions from these entities, Atmus may be unable to make required principal and interest payments on its indebtedness.

Atmus’ inability to generate sufficient cash flows to satisfy its debt obligations, or to refinance its indebtedness on commercially reasonable terms or at all, may materially adversely affect its business, financial condition, results of operations and cash flows and its ability to satisfy its obligations under its indebtedness or pay dividends on its common stock.

Atmus may incur substantial additional debt from time to time, including secured indebtedness, to finance working capital, capital expenditures, research and development, investments or acquisitions or for other purposes. If Atmus does so, the risks related to its high level of debt could intensify. Specifically, Atmus’ high level of debt could have important consequences, including:

Substantially all of Atmus’ assets, subject to certain exceptions, are pledged as security for its term loan and revolving credit facility, and if Atmus defaults on its obligations, Atmus may suffer adverse consequences, including foreclosure on its assets.

In connection with the revolving credit facility and term loan, Atmus signed a pledge and security agreement, whereby all of its assets, subject to certain exceptions, are pledged as collateral to secure borrowings thereunder. If Atmus defaults on its obligations under such facilities, the lenders may have the right to foreclose upon and sell, or otherwise transfer, the collateral subject to their security interests or their superior claim. In such event, Atmus may be forced to sell its investments to raise funds to repay its outstanding borrowings in order to avoid foreclosure and these forced sales may be at times and at prices Atmus would not consider advantageous. Moreover, such deleveraging of Atmus could significantly impair its ability to effectively operate its business in the manner in which Atmus intends to operate. As a result, Atmus could be forced to curtail or cease new investment activities and lower or eliminate any dividends that Atmus may pay to its shareholders in the future.

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In addition, if the lenders exercise their right to sell the assets pledged under Atmus’ secured credit facilities, such sales may be completed at distressed sale prices, thereby diminishing or potentially eliminating the amount of cash available to Atmus after repayment of the amounts outstanding under such facilities.

Risks Related to Ownership of Atmus Common Stock

The price of Atmus Common Stock may fluctuate substantially during and after the Exchange Offer period, and you could lose all or part of your investment in Atmus Common Stock as a result.

Atmus Common Stock has a limited trading history and there may be wide fluctuations in the market value of Atmus Common Stock during and after the Exchange Offer period as a result of many factors. From its IPO through February 13, 2024, the sales price of Atmus Common Stock as reported by the NYSE has ranged from a low sales price of $18.21 on November 1, 2023 to a high sales price of $25.39 on December 15, 2023. Factors that may cause the market price of Atmus Common Stock to fluctuate, some of which may be beyond Atmus’ control, include:

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the trading price of Atmus Common Stock. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. Such litigation, if instituted against Atmus, could result in substantial costs and a diversion of Atmus’ management’s attention and resources.

Atmus has not yet determined whether or the extent to which it will pay any dividends on Atmus Common Stock or the timing or amount of such dividends.

Atmus has not yet determined whether or the extent to which Atmus will pay any dividends on Atmus Common Stock after completion of the Exchange Offer and clean-up spin-off, if applicable. The declaration, amount and payment of any future dividends will be at the discretion of the Atmus board of directors in accordance with applicable law. Atmus’ board of directors may take into account general economic and business conditions, Atmus’ financial condition and operating results, Atmus’ available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by Atmus to its shareholders or by its subsidiaries to Atmus, and such other factors as Atmus’ board of directors may deem relevant. Atmus’ ability to pay dividends will depend on its ongoing ability to generate cash from operations and on its access to the capital markets. Atmus cannot guarantee that it will pay a dividend in the future or continue to pay any dividends if it commences paying dividends.

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

Applicable laws, provisions of Atmus’ amended and restated certificate of incorporation and bylaws and certain contractual provisions under the separation agreement and its related ancillary agreements that may delay, deter, prevent or render more difficult a takeover attempt that Atmus’ shareholders might consider in their best interests. For example, they may prevent Atmus’ shareholders from receiving the benefit from any premium to the market price of Atmus Common Stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of Atmus Common Stock if they are viewed as discouraging takeover attempts in the future.

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

Under the Tax Matters Agreement, for the two-year period following the Exchange Offer (or, if applicable, the clean-up spin-off), as described in the section entitled “Agreements Between Cummins and Atmus and Other Related Party Transactions – Relationship between Atmus and Cummins – Tax Matters Agreement – Preservation of the Tax-Free Status of Certain Aspects of the Exchange Offer,” Atmus will be subject to certain restrictions, including restrictions on its ability to enter into acquisition, merger, liquidation, sale and stock redemption transactions with respect to its stock. These restrictions may limit Atmus’ ability to pursue certain strategic transactions or other transactions that it may believe to be in the best interests of its shareholders or that might increase the value of its business.

Atmus is also subject to Section 203 of the Delaware General Corporation Law (the “DGCL”), an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder.

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

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

Atmus’ amended and restated certificate of incorporation provides that, unless Atmus consents in writing to the selection of an alternative forum, to the extent permitted by law, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of Atmus, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of Atmus to Atmus or its shareholders, (iii) any action arising pursuant to any provision of the DGCL, Atmus’ amended and restated certificate of incorporation or Atmus’ bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine. It further provides that, unless Atmus consents in writing to the selection of an alternative forum, to the extent permitted by law, the federal district courts of the U.S. shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. The exclusive forum clauses described above shall not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of Atmus Common Stock will be deemed to have notice of, and consented to, the exclusive forum provisions in Atmus’ amended and restated certificate of incorporation.

Although Atmus believes these provisions benefit Atmus by providing increased consistency in the application of applicable law in the types of lawsuits to which they apply, the provisions may have the effect of discouraging lawsuits against Atmus’ directors and officers and may limit a shareholder’s ability to bring a claim in a judicial forum it finds favorable for disputes with Atmus or its directors, officers or employees. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings and there is uncertainty as to whether a court would enforce such provisions, in particular with respect to causes of action arising under the Securities Act. In addition, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. It is possible that, in connection with any applicable action brought against Atmus, a court could find the choice of forum provisions contained in Atmus’ amended and restated certificate of incorporation to be inapplicable or unenforceable in such action. If so, Atmus may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect its business, financial condition, results of operations or cash flows.

The price of Atmus Common Stock may fluctuate substantially.

You should consider an investment in Atmus Common Stock to be risky and you should invest in Atmus Common Stock only if you can withstand a significant loss and wide fluctuations in the market value of your investment. Some factors that may cause the market price of Atmus Common Stock to fluctuate, in addition to the other risks mentioned in this section of the prospectus, are:

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In addition, if the market for stocks in Atmus’ industry or related industries, or the stock market in general, experiences a loss of investor confidence, the trading price of Atmus Common Stock could significantly decline for reasons unrelated to Atmus’ business, financial condition, results of operations or cash flows. If any of the foregoing occurs, it could cause Atmus’ stock price to fall and may expose Atmus to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management and could also require Atmus to make substantial payments to satisfy judgments or settle litigation.

Atmus’ historical and pro forma financial information may not necessarily reflect the results that Atmus would have achieved as an independent, publicly traded company or may not be a reliable indicator of its future results.

The historical information about Atmus prior to the Separation in this prospectus refers to its businesses as operated by and integrated with Cummins. Atmus’ historical consolidated financial statements included in this prospectus do not reflect the financial condition, results of operations or cash flows Atmus would have achieved as a standalone company during the periods presented or those it will achieve in the future. This is primarily the result of the following factors:

Atmus’ financial condition and future results of operations will be materially different from amounts reflected in its historical consolidated financial statements included elsewhere in this prospectus.

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

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For additional information about the past financial performance of Atmus’ business and the basis of presentation of the historical consolidated financial statements and the unaudited pro forma consolidated financial statements of Atmus’ business included in this prospectus, see “Atmus Filtration Technologies, Inc. Unaudited Pro Forma Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Atmus” and Atmus’ consolidated financial statements included elsewhere in this prospectus.

The pro forma and non-GAAP financial measures included in this prospectus are presented for informational purposes only and may not be an indication of Atmus’ financial condition or results of operations in the future.

The unaudited pro forma consolidated financial statements included in this prospectus are presented for informational purposes only and are not necessarily indicative of what Atmus’ actual financial condition or results of operations would have been had the transactions been completed on the date indicated. The assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect Atmus’ financial condition or results of operations. Accordingly, Atmus’ financial condition and results of operations in the future may not be consistent with, or evident from, such pro forma financial information. The non-GAAP financial measures included in this prospectus, consisting of EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted earnings per share, Free cash flow and Adjusted free cash flow, include information that Atmus uses to evaluate its past performance and liquidity, as applicable, but you should not consider such information in isolation or as an alternative to measures of Atmus’ performance and liquidity, as applicable, determined under U.S. GAAP. For further information regarding such limitations, see “Summary — Selected Historical Consolidated Financial Data for Cummins and Selected Historical Consolidated and Pro Forma Financial Data for Atmus.”

The obligations associated with being an independent, publicly traded company will require significant resources and management attention.

Atmus is subject to reporting and other obligations under the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations of the SEC and the NYSE. As an independent, publicly traded company, Atmus is required to:

These reporting and other obligations place significant demands on Atmus’ management, diverting their time and attention from sales-generating activities to compliance activities, and require increased administrative and operational costs and expenses that Atmus did not incur prior to the IPO, which could adversely affect Atmus’ business, financial condition, results of operations or cash flows.

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Risks Related to the Exchange Offer

Your investment will be subject to different risks after the Exchange Offer regardless of whether you elect to participate in the Exchange Offer.

Regardless of whether you tender your shares of Cummins Common Stock, the shares you hold after the completion of the Exchange Offer and clean-up spin-off, if applicable, will reflect a different investment from the investment you previously held.

The Exchange Offer and related transactions will result in a substantial amount of Atmus Common Stock entering the market, which may adversely affect the market price of Atmus Common Stock.

Immediately prior to the commencement of the Exchange Offer, Cummins owned 67,054,726 shares of Atmus Common Stock, representing approximately 80.5% of outstanding shares of Atmus Common Stock. Assuming the completion of the Exchange Offer and that it is fully subscribed, Cummins will distribute 67,054,726 shares of Atmus Common Stock, and such shares of Atmus Common Stock not held by Atmus’ affiliates will be freely tradable. If the Exchange Offer is not fully subscribed, Cummins intends to make a tax-free distribution to its shareholders of the shares of Atmus Common Stock that were offered but not exchanged in the Exchange Offer through the clean-up spin-off. The distribution of such a large number of shares of Atmus Common Stock in the Exchange Offer and any subsequent spin-off could adversely affect the market price of Atmus Common Stock.

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Following the completion of the Exchange Offer and clean-up spin-off, if applicable, the market price of shares of Cummins Common Stock and Atmus Common Stock will fluctuate and the final per share values used in determining the exchange ratio may not be indicative of future trading prices.

The common stock price history for shares of Cummins Common Stock and Atmus Common Stock may not provide investors with a meaningful basis for evaluating an investment in either company’s common stock. Atmus has been a publicly traded company only since May 26, 2023. The prior performance of Cummins Common Stock and Atmus Common Stock may not be indicative of the performance of their common stock after the Exchange Offer and clean-up spin-off, if applicable. In addition, the indicative and final per share values used in determining the exchange ratio may not be indicative of the prices at which Cummins Common Stock and Atmus Common Stock will trade after the Exchange Offer is completed and clean-up spin-off, if applicable.

Tendering Cummins shareholders may receive a reduced premium or may not receive any premium in this Exchange Offer.

The Exchange Offer is designed to permit you to exchange your shares of Cummins Common Stock for shares of Atmus Common Stock at a 7% discount. Stated another way, subject to the limitations described below, for each $100 of your shares of Cummins Common Stock accepted in the Exchange Offer, you will receive approximately $107.53 of Atmus Common Stock based on the Average Cummins Price and the Average Atmus Price.

The number of shares you can receive is, however, subject to an upper limit of 13.3965 shares of Atmus Common Stock for each share of Cummins Common Stock accepted in the Exchange Offer. The upper limit ensures that any unusual or unexpected decrease in the trading price of Atmus Common Stock, relative to the trading price of Cummins Common Stock, would not result in an unduly high number of shares of Atmus Common Stock being exchanged for each share of Cummins Common Stock accepted in the Exchange Offer. As a result, you may receive less than $107.53 of Atmus Common Stock for each $100 of Cummins Common Stock accepted in the Exchange Offer, depending on the Average Cummins Price and the Average Atmus Price. Because of the upper limit, if there is a decrease of sufficient magnitude in the trading price for shares of Atmus Common Stock relative to the trading price of shares of Cummins Common Stock, or if there is an increase of sufficient magnitude in the trading price for shares of Cummins Common Stock relative to the trading price for shares of Atmus Common Stock, you may not receive $107.53 of Atmus Common Stock for each $100 of Cummins Common Stock accepted, and could receive much less. In addition, there is no assurance that you will be able to sell shares of Atmus Common Stock received in the Exchange Offer at prices comparable to the Average Atmus Price.

There may also be circumstances under which you would receive fewer shares of Atmus Common Stock than you would have received if the exchange ratio were determined using the closing prices for shares of Cummins Common Stock and Atmus Common Stock on the expiration date of the Exchange Offer. For example, if the trading price of Cummins Common Stock were to increase during the last two trading days of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 12 and 13, 2024), the Average Cummins Price would likely be lower than the closing price of Cummins Common Stock on the expiration date of the Exchange Offer. As a result, you may receive fewer dollars of Atmus Common Stock for each $100 of Cummins Common Stock than you would otherwise receive if the Average Cummins Price were calculated on the basis of the closing price of shares of Cummins Common Stock on the expiration date or on the basis of an Averaging Period that includes the last two trading days of the Exchange Offer. Similarly, if the trading price of Atmus Common Stock were to decrease during the last two days of the Exchange Offer, the Average Atmus Price would likely be higher than the closing price of Atmus Common Stock on the expiration date of the Exchange Offer. This could also result in you receiving fewer dollars of Atmus Common Stock for each $100 of Cummins Common Stock than you would otherwise receive if the Average Atmus Price were calculated on the basis of the closing price of shares of Atmus Common Stock on the expiration date or on the basis of an Averaging Period that includes the last two trading days of the Exchange Offer. See “The Exchange Offer — Terms of the Exchange Offer.”

Participating Cummins shareholders will experience some delay in receiving shares of Atmus Common Stock (and cash in lieu of fractional shares of Atmus Common Stock, if any) for shares of Cummins Common Stock that are accepted in the Exchange Offer.

Tendering Cummins shareholders whose shares of Cummins Common Stock have been accepted for exchange will not be able to sell the shares of Atmus Common Stock to be received until the distribution of shares of Atmus Common Stock to individual shareholders has been completed. Consequently, if the market price for shares of Atmus Common Stock should decrease or increase during that period, the relevant shareholder would not be able to stop any losses or recognize any gain by selling the shares of Atmus Common Stock. Similarly, you will not be able to invest cash in lieu of fractional shares of Atmus Common Stock, if any, until the distribution of such cash has been completed, and you will not receive interest payments for this time period.

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Market prices for shares of Cummins Common Stock may be impacted by the Exchange Offer.

Investors may purchase shares of Cummins Common Stock in order to participate in the Exchange Offer, which may have the effect of raising market prices for shares of Cummins Common Stock during the pendency of the Exchange Offer. Following the completion of the Exchange Offer, the market prices for shares of Cummins Common Stock may decline because any Exchange Offer-related demand for shares of Cummins Common Stock will cease. In addition, following the completion of the Exchange Offer and clean-up spin-off, if applicable, the market prices for shares of Cummins Common Stock may decline because Cummins will no longer have any ownership interest in Atmus.

If the Exchange Offer is not fully subscribed, Cummins may continue to control Atmus, which could prevent Atmus shareholders from influencing significant decisions.

Depending on the number of shares validly tendered, Cummins may be able to influence the outcome of certain corporate actions requiring the approval of Atmus’ shareholders so long as it owns a significant portion of Atmus Common Stock and may retain certain rights pursuant to the separation agreement. See “Agreements Between Cummins and Atmus and Other Related Party Transactions — Relationship between Atmus and Cummins — Separation Agreement.” In addition, if the Exchange Offer is not fully subscribed, and the clean-up spin-off is not consummated, Cummins may continue to hold more than 50% of the outstanding Atmus Common Stock, and in such event, Atmus would continue to be considered a “controlled company” under NYSE rules. In such case, the typical independence requirements under the NYSE rules would not apply to Atmus.

The Exchange Offer could result in significant tax liability.

Cummins received the Ruling from the IRS substantially to the effect that, among other things, the Exchange Offer, together with certain related transactions, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. While the Ruling is generally binding on the IRS, if any of the facts, assumptions, representations or undertakings that Cummins made to the IRS are, or become, inaccurate, incorrect or incomplete, the continuing validity of the Ruling may be compromised and the Exchange Offer, together with certain related transactions, might not qualify as tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. In that event, the consequences described in the Ruling will not apply and Cummins and its shareholders could be subject to significant U.S. federal income tax liability.

In addition, the completion of the Exchange Offer is conditioned on, among other things, the continuing effectiveness and validity of the Ruling and the receipt by Cummins of an opinion of KPMG, to the effect that, among other things, the Exchange Offer, together with certain related transactions, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. The opinion of KPMG will address certain issues on which the IRS did not rule, will be based on the law in effect as of the time of the Exchange Offer and the continuing effectiveness and validity of the Ruling, and will rely upon certain assumptions, as well as statements, representations and certain undertakings made by officers of Cummins and Atmus. These assumptions, statements, representations and undertakings are expected to relate to, among other things, Cummins’ business reasons for engaging in the Exchange Offer, the conduct of certain business activities by Cummins and Atmus, and the plans and intentions of Cummins and Atmus to continue conducting those business activities and not to materially modify their ownership or capital structure following the Exchange Offer. If any of those statements, representations or assumptions is incorrect or untrue in any material respect or any of those undertakings is not complied with, if the facts upon which the opinion of KPMG is based are materially different from the facts that exist at the time of the Exchange Offer, or if there is any change in currently applicable law (which may be retroactive), the conclusions reached in such opinion could be adversely affected. In addition, under the Tax Matters Agreement, dated as of May 29, 2023, by and between Atmus and Cummins (the “Tax Matters Agreement”), Atmus will generally be required to indemnify Cummins against taxes incurred by Cummins as a result of (i) a breach of any representation made by or with respect to Atmus, including those provided in connection with the Ruling and the opinion of KPMG or (ii) Atmus taking or failing to take, as the case may be, certain actions, in each case that result in the Exchange Offer, together with certain related transactions, failing to meet the requirements of a transaction that is tax-free under and Sections 355 and 368(a)(1)(D) of the Code. For more information, please refer to the section entitled “Agreements Between Cummins and Atmus and Other Related Party Transactions – Relationship between Atmus and Cummins – Tax Matters Agreement – Preservation of the Tax-Free Status of Certain Aspects of the Exchange Offer.”

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If the Exchange Offer, together with certain related transactions, were determined not to qualify as a transaction that is tax-free under Sections 355 and 368(a)(1)(D) of the Code, each Cummins shareholder who receives shares of Atmus Common Stock in the Exchange Offer would generally be treated as recognizing taxable gain or loss equal to the difference between the fair market value of the shares of Atmus Common Stock received by the shareholder and the shareholder’s tax basis in the shares of Cummins Common Stock exchanged therefor, or, in certain circumstances, as receiving a taxable distribution equal to the fair market value of the shares of Atmus Common Stock received by the shareholder. In addition, Cummins would generally recognize a gain with respect to the transfer of Atmus Common Stock in the Exchange Offer, as well as with respect to the receipt of certain cash proceeds from Atmus in connection with the Separation.

The Exchange Offer could be taxable to Cummins, but not its shareholders, if Atmus or its shareholders were to engage in certain transactions after the Exchange Offer is completed. In such cases, Atmus would be required to indemnify Cummins for any resulting taxes and related expenses, which amount could be material.

The Exchange Offer could result in significant tax liability for Atmus and tax-related indemnification obligations to Cummins for certain tax liabilities, and Atmus may be affected by significant restrictions, including its ability to engage in certain corporate transactions for a two-year period after the Exchange Offer (or, if applicable, the clean-up spin-off) in order to avoid triggering significant tax-related liabilities.

To preserve tax-free treatment for U.S. federal income tax purposes of the Exchange Offer and certain related transactions, Atmus is restricted from taking any action that prevents the Exchange Offer and certain related transactions from being tax-free for U.S. federal income tax purposes. Under the Tax Matters Agreement, for the two-year period following the Exchange Offer (or, if applicable, the clean-up spin-off), as described in the section entitled “Agreements Between Cummins and Atmus and Other Related Party Transactions – Relationship between Atmus and Cummins – Tax Matters Agreement – Preservation of the Tax-Free Status of Certain Aspects of the Exchange Offer,” Atmus will be subject to certain restrictions, including restrictions on its ability to enter into acquisition, merger, liquidation, sale and stock redemption transactions with respect to its stock. These restrictions may limit Atmus’ ability to pursue certain strategic transactions or other transactions that it may believe to be in the best interests of its shareholders or that might increase the value of its business. These restrictions generally will not limit the acquisition of other businesses by Atmus for cash consideration. In addition, under the Tax Matters Agreement, Atmus may be required to indemnify Cummins against any such tax liabilities as a result of the acquisition of its stock or assets, even if Atmus does not participate in or otherwise facilitate the acquisition. Furthermore, Atmus will be subject to certain restrictions on discontinuing the active conduct of its trade or business, the issuance or sale of stock or other securities (including securities convertible into its stock but excluding certain compensatory arrangements), and sales of assets outside the ordinary course of business. Such restrictions may reduce Atmus’ strategic and operating flexibility. See “Agreements Between Cummins and Atmus and Other Related Party Transactions—Relationship between Atmus and Cummins—Tax Matters Agreement.”

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THE TRANSACTION

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The following reasons were considered by Cummins in making the determination to divest all of Cummins’ remaining ownership interest in its filtration business now owned by Atmus from Cummins’ remaining businesses by means of the Exchange Offer:

Effects of the Exchange Offer

Upon the completion of the Exchange Offer, assuming it is fully subscribed and assuming Cummins no longer has a controlling financial interest in Atmus, Cummins’ financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Atmus in subsequent periods.

Holders of Cummins Common Stock will be affected by the Exchange Offer as follows:

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Upper Limit

The number of shares of Atmus Common Stock that you can receive is subject to an upper limit of 13.3965 shares of Atmus Common Stock for each share of Cummins Common Stock accepted in the Exchange Offer. If the upper limit is in effect, you will receive less than $107.53 of Atmus Common Stock for each $100 of Cummins Common Stock that you tender based on the Average Cummins Price and Average Atmus Price, and you could receive much less. This upper limit represents a 15% discount for shares of Atmus Common Stock based on the closing prices of shares of Cummins Common Stock and Atmus Common Stock on February 13, 2024 (the last trading day immediately preceding the date of the commencement of the Exchange Offer).Cummins set this upper limit to ensure that there would not be an unduly high number of shares of Atmus Common Stock being exchanged for each share of Cummins Common Stock accepted in the Exchange Offer.

Pricing Mechanism

The terms of the Exchange Offer are designed to result in you receiving approximately $107.53 of Atmus Common Stock for each $100 of Cummins Common Stock validly tendered and accepted in the Exchange Offer based on the Average Cummins Price and the Average Atmus Price determined as described above and subject to the upper limit. Regardless of the final exchange ratio, the terms of the Exchange Offer would always result in you receiving approximately $107.53 of Atmus Common Stock for each $100 of Cummins Common Stock, based on the Average Cummins Price and the Average Atmus Price, so long as the upper limit described above is not in effect.

To illustrate, the number of shares of Atmus Common Stock you will receive for shares of Cummins Common Stock validly tendered and accepted in the Exchange Offer, and assuming no proration occurs, will be calculated as:

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The following formula will be used to calculate the final exchange ratio:

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The Average Cummins Price for purposes of the Exchange Offer will equal the simple arithmetic average of the daily VWAPs of shares of Cummins Common Stock on the NYSE during the Averaging Period of three consecutive trading days (which, if the Exchange Offer is not extended or terminated, would be March 7, 8 and 11, 2024) ending on and including the second trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be March 13, 2024). The Average Atmus Price for purposes of the Exchange Offer will equal the simple arithmetic average of the daily VWAPs of shares of Atmus Common Stock on the NYSE during the Averaging Period.

The final exchange ratio, the daily VWAPs used to calculate the final exchange ratio, the Average Cummins Price and the Average Atmus Price will each be rounded to four decimals.

To help illustrate the way these calculations work, below are two examples:

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A website will be maintained at www.okapivote.com/CumminsAtmusExchange that will provide the daily VWAPs of both Cummins Common Stock and Atmus Common Stock during the Exchange Offer. You may also contact the information agent at its toll-free number provided on the back cover of this prospectus to obtain this information.

Prior to the Averaging Period, commencing on the third trading day of the Exchange Offer, the website will also provide indicative exchange ratios for each day that will be calculated based on the indicative calculated per-share values of Cummins Common Stock and Atmus Common Stock on each day, calculated as though that day were the last day of the Averaging Period, by 4:30 p.m., New York City time. In other words, assuming that a given day is a trading day, the indicative exchange ratio will be calculated based on the simple arithmetic average of the daily VWAPs of Cummins Common Stock and Atmus Common Stock for that day and the immediately preceding two trading days. The indicative exchange ratio will also reflect whether the upper limit would have been in effect had such day been the last day of the Averaging Period.

During the first two days of the Averaging Period, the website will provide indicative exchange ratios that will be calculated based on the Average Cummins Price and Average Atmus Price, as calculated by Cummins based on data reported by Bloomberg L.P. (or any other recognized quotation source selected by Cummins in its sole discretion if such source is not available or is manifestly erroneous). The website will not provide an indicative exchange ratio on the third day of the Averaging Period. The indicative exchange ratios will be calculated as follows: (i) on the first day of the Averaging Period, the indicative exchange ratio will be calculated based on the daily VWAPs of Cummins Common Stock and Atmus Common Stock for that first day of the Averaging Period, and (ii) on the second day of the Averaging Period, the indicative exchange ratio will be calculated based on the simple arithmetic average of the daily VWAPs of Cummins Common Stock and Atmus Common Stock for the first and second days of the Averaging Period. During the first two days of the Averaging Period, the indicative exchange ratios will be updated on the website each day by 4:30 p.m., New York City time. The final exchange ratio, including whether the upper limit on the number of shares that can be received for each share of Cummins Common Stock validly tendered is in effect, will be announced by press release and be available on the website by 5:30 p.m., New York City time, on the second trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be March 13, 2024).

Prior to and during the Averaging Period, the data based on which the daily VWAP is determined will only take into account adjustments made to reported trades included by 4:10 p.m., New York City time. The daily VWAPs, as reported by Bloomberg L.P., may be different from other sources or investors’ or other security holders’ own calculations. Cummins will determine the simple arithmetic average of the VWAPs of each, and such determination will be final.

Final Exchange Ratio

The final exchange ratio that shows the number of shares of Atmus Common Stock that you will receive for each share of Cummins Common Stock that you validly tendered and which is accepted in the Exchange Offer, including whether the upper limit on the number of shares of Atmus Common Stock that can be received for each share of Cummins Common Stock validly tendered is in effect, will be announced by press release and available at www.okapivote.com/CumminsAtmusExchange no later than 5:30 p.m., New York City time, on the second trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be March 13, 2024). After that time, you may also contact the information agent to obtain the final exchange ratio at its toll-free number provided on the back cover of this prospectus.

If a market disruption event occurs with respect to shares of Cummins Common Stock or Atmus Common Stock on any day during the Averaging Period, the simple arithmetic average stock price of Cummins Common Stock and Atmus Common Stock will be determined using the daily VWAPs of shares of Cummins Common Stock and Atmus Common Stock on the preceding trading day or days, as the case may be, on which no market disruption event occurred. If, however, Cummins decides to extend the Exchange Offer period following a market disruption event, the Averaging Period will be reset. If a market disruption event occurs as specified above, Cummins may terminate the Exchange Offer if, in its reasonable judgment, the market disruption event has impaired the benefits of the Exchange Offer. See “— Conditions to Completion of the Exchange Offer.”

A “market disruption event” with respect to either Cummins Common Stock or Atmus Common Stock means a suspension, absence or material limitation of trading of such stock on the NYSE for more than two hours of trading or a breakdown or failure in the price and trade reporting systems of the NYSE as a result of which the reported trading prices for Cummins Common Stock or Atmus Common Stock, as the case may be, during any half-hour trading period during the principal trading session in the NYSE are materially inaccurate, as determined by Cummins in its sole discretion, on the day with respect to which such determination is being made. For purposes of such determination: (i) a limitation on the hours or number of days of trading will not constitute a market

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disruption event if it results from an announced change in the regular business hours of the NYSE; and (ii) limitations pursuant to NYSE Rule 80A (or any applicable rule or regulation enacted or promulgated by the NYSE, any other self-regulatory organization or the SEC of similar scope as determined by Cummins or the exchange agent) on trading during significant market fluctuations will constitute a suspension, absence or material limitation of trading.

Since the Exchange Offer is scheduled to expire at 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 13, 2024) and the final exchange ratio, including whether the upper limit on the number of shares that can be received for each share of Cummins Common Stock validly tendered is in effect, will be announced by 5:30 p.m., New York City time, on the second trading day immediately preceding the expiration date of the Exchange Offer, you will be able to tender or withdraw your shares of Cummins Common Stock after the final exchange ratio is determined until the Exchange Offer has expired. For more information on tendering and withdrawing your shares, see “— Procedures for Tendering” and “— Withdrawal Rights.”

For the purposes of illustration, the table below indicates the number of shares of Atmus Common Stock that you would receive per one share of Cummins Common Stock accepted in the Exchange Offer, calculated on the basis described under “— Pricing Mechanism” and taking into account the upper limit, assuming a range of simple arithmetic averages of the daily VWAPs of shares of Cummins Common Stock and Atmus Common Stock during the assumed Averaging Period. The first line of the table below shows the indicative Average Cummins Price and the indicative Average Atmus Price and indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on February 13, 2024, based on the daily VWAPs of shares of Cummins Common Stock and Atmus Common Stock on February 9, 12 and 13, 2024. The table also shows the effects of a 10% increase or decrease in either or both the indicative Average Cummins Price and indicative Average Atmus Price based on changes relative to the values as of February 13, 2024.

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If the trading price of Cummins Common Stock were to increase during the last two trading days of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 12 and 13, 2024), the Average Cummins Price would likely be lower than the closing price of shares of Cummins Common Stock on the expiration date of the Exchange Offer. As a result, you may receive fewer dollars of Atmus Common Stock for each $100 of Cummins Common Stock than you would otherwise receive if the Average Cummins Price were calculated on the basis of the closing price of shares of Cummins Common Stock on the expiration date of the Exchange Offer or on the basis of an Averaging Period that includes the last two trading days of the Exchange Offer. Similarly, if the trading price of Atmus Common Stock were to decrease during the last two trading days of the Exchange Offer, the Average Atmus Price would likely be higher than the closing price of shares of Atmus Common Stock on the expiration date of the Exchange Offer. This could also result in you receiving fewer dollars of Atmus Common Stock for each $100 of Cummins Common Stock than you would otherwise receive if the Average Atmus Price were calculated on the basis of the closing price of shares of Atmus Common Stock on the expiration date of the Exchange Offer or on the basis of an Averaging Period that includes the last two trading days of the Exchange Offer.

The number of shares of Cummins Common Stock accepted by Cummins in the Exchange Offer may be subject to proration. Depending on the number of shares of Cummins Common Stock validly tendered, and not properly withdrawn, and the final exchange ratio, determined as described above, Cummins may have to limit the number of shares of Cummins Common Stock that it accepts in the Exchange Offer through a proration process. Any proration of the number of shares accepted in the Exchange Offer will be determined on the basis of the proration mechanics described below under “— Proration; Odd-Lots.” This prospectus and related documents are being sent to:

Proration; Odd-Lots

If, as of 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 13, 2024), Cummins shareholders have validly tendered more shares of Cummins Common Stock than Cummins is able to accept for exchange, Cummins will accept for exchange the shares of Cummins Common Stock validly tendered and not properly withdrawn by each tendering shareholder on a pro rata basis, based on the proportion that the total number of shares of Cummins Common Stock to be accepted for exchange bears to the total number of shares of Cummins Common Stock validly tendered and not properly withdrawn (rounded to the nearest whole number of shares of Cummins Common Stock and subject to any adjustment necessary to ensure the exchange of all shares of Atmus Common Stock offered by Cummins in the Exchange Offer), except for tenders of odd-lots, as described below.

Except as otherwise provided in this section, beneficial holders of less than 100 shares of Cummins Common Stock who validly tender all of their shares will not be subject to proration if the Exchange Offer is oversubscribed. Direct or beneficial holders of more than 100 shares of Cummins Common Stock, and those who own less than 100 shares but do not tender all of their shares, will be subject to proration. In addition, shares held on behalf of participants in the RSP (each of which holds more than 100 shares of Cummins Common Stock) will be subject to proration.

Cummins will announce the preliminary proration factor, if any, by press release by 9:00 a.m., New York City time, on the trading day immediately following the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be March 13, 2024). Upon determining the number of shares of Cummins Common Stock validly tendered for exchange, Cummins will announce the final results, including the final proration factor, if any.

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Any shares of Cummins Common Stock not accepted for exchange in the Exchange Offer as a result of proration will be returned to the tendering shareholder promptly after the final proration factor is determined in book-entry form to a direct registration account in the name of the registered holder maintained by Cummins’ transfer agent.

Fractional Shares

Fractional shares of Atmus Common Stock will not be distributed in the Exchange Offer. The exchange agent, acting as agent for the Cummins shareholders otherwise entitled to receive fractional shares of Atmus Common Stock, will aggregate all fractional shares that would otherwise have been required to be distributed and cause them to be sold in the open market for the accounts of the shareholders. Any proceeds that the exchange agent realizes from that sale will be distributed, less any brokerage commissions or other fees, to each shareholder entitled thereto in accordance with the shareholder’s proportional interest in the aggregate number of shares sold. The distribution of fractional share proceeds may take longer than the distribution of shares of Atmus Common Stock. As a result, shareholders may not receive fractional share proceeds at the same time they receive shares of Atmus Common Stock.

None of Cummins, Atmus, the exchange agent or any of the dealer managers or any other person will guarantee any minimum proceeds from the sale of fractional shares of Atmus Common Stock. You will not receive any interest on any cash paid to you, even if there is a delay in making the payment. In addition, a shareholder who receives cash in lieu of a fractional share of Atmus Common Stock will generally recognize capital gain or loss for U.S. federal income tax purposes on the receipt of the cash to the extent that the cash received is greater or less than the tax basis allocated to the fractional share. You are urged to read carefully the discussion in “Material U.S. Federal Income Tax Considerations” and to consult your own tax advisor regarding the consequences to you of the Exchange Offer.

Holders who are tendering shares allocated to their RSP accounts should refer to the special instructions provided to them by or on behalf of the RSP administrator for more information that is specific to the RSP.

Exchange of Shares of Cummins Common Stock

Upon the terms and subject to the conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of the extension or amendment), Cummins will accept for exchange, and will exchange, for shares of Atmus Common Stock owned by Cummins, the shares of Cummins Common Stock validly tendered, and not properly withdrawn, prior to 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 13, 2024), promptly after the expiration date of the Exchange Offer.

The exchange of shares of Cummins Common Stock validly tendered and accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the exchange agent of:

For purposes of the Exchange Offer, Cummins will be deemed to have accepted for exchange, and thereby exchanged, shares of Cummins Common Stock validly tendered and not properly withdrawn if and when Cummins notifies the exchange agent of its acceptance of the tenders of those shares of Cummins Common Stock pursuant to the Exchange Offer.

On or prior to the time of consummation of the Exchange Offer, Cummins will irrevocably deliver to the exchange agent Direct Registration Shares representing all of the shares of Atmus Common Stock owned by it and offered in the Exchange Offer, with irrevocable instructions to hold the shares of Atmus Common Stock in trust for Cummins shareholders whose shares of Cummins Common Stock are being accepted for exchange in the Exchange Offer. Atmus Common Stock and/or cash in lieu of fractional shares

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will be transferred to Cummins shareholders whose shares of Cummins Common Stock are accepted in the Exchange Offer promptly after the expiration of the Exchange Offer. You will not receive any interest on any cash paid to you, even if there is a delay in making the payment.

Return of Shares of Cummins Common Stock

If shares of Cummins Common Stock are delivered and not accepted due to proration or a partial tender, (i) certificated shares of Cummins Common Stock that were delivered will be returned in uncertificated book-entry form to be credited in book-entry form in a direct registration account in the name of the applicable holder maintained by Cummins’ transfer agent, (ii) Direct Registration Shares of Cummins Common Stock that were delivered will be credited back to the applicable account in book-entry form and (iii) shares of Cummins Common Stock held through DTC will be credited back through DTC in book-entry form.

If you validly withdraw your shares of Cummins Common Stock or the Exchange Offer is not completed, (i) certificated shares of Cummins Common Stock that were delivered will be returned; (ii) Direct Registration Shares of Cummins Common Stock that were delivered will be credited back to the applicable account in book-entry form; and (iii) shares of Cummins Common Stock held through DTC will be credited back through DTC in book-entry form.

Procedures for Tendering

Shares Held in Certificated Form. If you hold certificates representing shares of Cummins Common Stock, you must deliver to the exchange agent at one of its addresses listed on the letter of transmittal a properly completed and duly executed letter of transmittal, along with any required signature guarantees and any other required documents, and the certificates representing the shares of Cummins Common Stock validly tendered.

Shares Held in Book-Entry Direct Registration System. If you hold Direct Registration Shares of Cummins Common Stock, you must deliver to the exchange agent pursuant to one of the methods set forth in the letter of transmittal a properly completed and duly executed letter of transmittal, along with any required signature guarantees and any other required documents. Since certificates are not issued for Direct Registration Shares, you do not need to deliver any certificates representing those shares to the exchange agent.

Shares Held Through a Broker, Dealer, Commercial Bank, Trust Company, Custodian or Similar Institution. If you hold shares of Cummins Common Stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should follow the instructions sent to you separately by that institution. In this case, you should not use a letter of transmittal to direct the tender of your shares of Cummins Common Stock. If that institution holds shares of Cummins Common Stock through DTC, it must notify DTC and cause it to transfer the shares into the exchange agent’s account in accordance with DTC’s procedures. The institution must also ensure that the exchange agent receives an agent’s message from DTC confirming the book-entry transfer of your shares of Cummins Common Stock. A tender by book-entry transfer will be completed upon receipt by the exchange agent of an agent’s message, confirmation of a book-entry transfer into the exchange agent’s account at DTC and any other required documents.

The term “agent’s message” means a message, transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the shares of Cummins Common Stock which are the subject of the book-entry confirmation, that the participant has received and agrees to be bound by the terms of the letter of transmittal (including the instructions thereto) and that Cummins may enforce that agreement against the participant.

The exchange agent will establish an account at DTC with respect to the shares of Cummins Common Stock for purposes of the Exchange Offer, and any eligible institution that is a participant in DTC may make book-entry delivery of shares of Cummins Common Stock by causing DTC to transfer such shares into the exchange agent’s account at DTC in accordance with DTC’s procedure for the transfer. Delivery of documents to DTC does not constitute delivery to the exchange agent.

Shares Held in the RSP. Participants in the RSP should follow the special instructions that are being sent to them by or on behalf of the RSP administrator. Such participants should not use the letter of transmittal to direct the tender of shares of Cummins Common Stock held in these plans, but should instead use the Trustee Direction Form provided to them by or on behalf of the RSP administrator. Such participants may direct the RSP trustee to tender all, some or none of the shares of Cummins Common Stock allocated to their RSP accounts, subject to any limitations set forth in the special instructions provided to them, by the deadline specified in the special instructions sent by or on behalf of the RSP administrator.

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General Instructions. Do not send letters of transmittal and certificates representing shares of Cummins Common Stock to Cummins, Atmus, the dealer managers or the information agent. Letters of transmittal for shares of Cummins Common Stock and certificates representing shares of Cummins Common Stock should be sent to the exchange agent at an address listed on the letter of transmittal. Trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity who sign a letter of transmittal or any certificates or stock powers must indicate the capacity in which they are signing and must submit evidence of their power to act in that capacity unless waived by Cummins.

Whether you tender certificated shares of Cummins Common Stock by delivery of certificates or uncertificated Direct Registration Shares, the exchange agent must receive the letter of transmittal and, if applicable, any certificates representing your shares of Cummins Common Stock pursuant to the method or methods set forth in the letter of transmittal prior to the expiration of the Exchange Offer. Note that for Direct Registration Shares, you do not need to deliver any certificates representing those shares because certificates are not issued for such shares. In the case of a book-entry transfer of shares of Cummins Common Stock through DTC, the exchange agent must receive the agent’s message and confirmation of a book-entry transfer into the exchange agent’s account at DTC prior to 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 13, 2024).

Letters of transmittal for shares of Cummins Common Stock and certificates representing shares of Cummins Common Stock must be received by the exchange agent on or before the expiration date of the Exchange Offer. Please read carefully the instructions to the letter of transmittal you have been sent. You should contact the information agent if you have any questions regarding tendering your shares of Cummins Common Stock.

Signature Guarantees. Signatures on all letters of transmittal for shares of Cummins Common Stock must be guaranteed by a firm that is a member of the Securities Transfer Agents Medallion Program, or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing being a “U.S. eligible institution”), except in cases in which shares of Cummins Common Stock are validly tendered either (i) by a registered shareholder (which term, for purposes of this document, will include any participant in DTC whose name appears on a security position listing as the owner of shares of Cummins Common Stock) who has not completed the “Special Transfer Instructions” enclosed with the letter of transmittal or (ii) for the account of a U.S. eligible institution.

If the certificates representing shares of Cummins Common Stock or Direct Registration Shares are registered in the name of a person other than the person who signs the letter of transmittal, the letter of transmittal or certificates, as applicable, must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered owner or owners appear on the certificates or as reflected on the letter of transmittal accompanying the tender of Direct Registration Shares without alteration, enlargement or any change whatsoever, with the signature(s) on the certificates or stock powers guaranteed by an eligible institution.

Guaranteed Delivery Procedures. If you wish to tender shares of Cummins Common Stock pursuant to the Exchange Offer but (i) your certificates are not immediately available; (ii) the procedure for book-entry transfer cannot be completed on a timely basis; or (iii) time will not permit all required documents to reach the exchange agent on or before the expiration date of the Exchange Offer, you may still tender your shares of Cummins Common Stock, so long as all of the following conditions are satisfied:

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Registered shareholders (including any participant in DTC whose name appears on a security position listing of DTC as the owner of shares of Cummins Common Stock) may transmit the notice of guaranteed delivery by mail to the exchange agent. If you hold shares of Cummins Common Stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, such institution must submit any notice of guaranteed delivery on your behalf. You must, in all cases, obtain a Medallion guarantee, in the form set forth in the notice of guaranteed delivery.

Effect of Tenders. A tender of shares of Cummins Common Stock pursuant to any of the procedures described above will constitute your acceptance of the terms and conditions of the Exchange Offer as well as your representation and warranty to Cummins that (i) you have the full power and authority to tender, sell, assign and transfer the tendered shares (and any and all other shares of Cummins Common Stock); (ii) when the same are accepted for exchange, Cummins will acquire good and unencumbered title to such shares, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims; (iii) you have a net long position in the shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act as further explained below; (iv) your participation in the Exchange Offer and tender of such shares complied with Rule 14e-4 and the applicable laws of both the jurisdiction where you received the materials relating to the Exchange Offer and the jurisdiction from which the tender is being made; and (v) for non-U.S. persons: you acknowledge that Cummins has advised you that it has not taken any action under the laws of any country outside the United States to qualify or otherwise facilitate a public offer to exchange Cummins Common Stock or Atmus Common Stock in that country; that there may be restrictions that apply in other countries, including with respect to transactions in Cummins Common Stock or Atmus Common Stock in your home country; that, if you are located outside the United States, your ability to tender Cummins Common Stock in the Exchange Offer will depend on whether there is an exemption available under the laws of your home country that would permit you to participate in the Exchange Offer without the need for Cummins or Atmus to take any action to qualify or otherwise facilitate a public offering in that country or otherwise; that your participation in the Exchange Offer is made pursuant to and in compliance with the applicable laws in the jurisdiction in which you are resident or from which you are tendering your shares and in a manner that will not require Cummins or Atmus to take any action to qualify or otherwise facilitate a public offering in that country or otherwise; and that Cummins will rely on your representations concerning the legality of your participation in the Exchange Offer in determining to accept any shares that you are tendering for exchange.

It is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender shares of Cummins Common Stock for such person’s own account unless, at the time of tender, the person so tendering (i) has a net long position equal to or greater than the amount of (a) shares of Cummins Common Stock tendered or (b) other securities immediately convertible into or exchangeable or exercisable for the shares of Cummins Common Stock tendered and such person will acquire such shares for tender by conversion, exchange or exercise; and (ii) will cause such shares to be delivered in accordance with the terms of this prospectus. Rule 14e-4 provides a similar restriction applicable to the tender of guarantee of a tender on behalf of another person.

The exchange of shares of Cummins Common Stock validly tendered and accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the exchange agent of (i)(a) share certificates representing all validly tendered shares of Cummins Common Stock (other than Direct Registration Shares), in proper form for transfer or (b) with respect to shares delivered by book-entry transfer through DTC, confirmation of a book-entry transfer of those shares of Cummins Common Stock in the exchange agent’s account at DTC; (ii) a letter of transmittal for shares of Cummins Common Stock, properly completed and duly executed (including any signature guarantees that may be required), or, in the case of shares delivered by book-entry transfer through DTC, an agent’s message; and (iii) any other required documents.

Appointment of Attorneys-in-Fact and Proxies. By executing a letter of transmittal as set forth above, you irrevocably appoint Cummins’ designees as your attorneys-in-fact and proxies, each with full power of substitution, to the full extent of your rights with respect to your shares of Cummins Common Stock validly tendered and accepted for exchange by Cummins and with respect to any and all other shares of Cummins Common Stock and other securities issued or issuable in respect of the shares of Cummins Common Stock on or after the expiration of the Exchange Offer. That appointment is effective when and only to the extent that Cummins deposits the shares of Atmus Common Stock for the shares of Cummins Common Stock that you have validly tendered with the exchange agent. All such proxies shall be considered coupled with an interest in the validly tendered shares of Cummins Common Stock and therefore shall not be revocable. Upon the effectiveness of such appointment, all prior proxies that you have given will be revoked and you may not give any subsequent proxies (and, if given, they will not be deemed effective). Cummins’ designees will, with respect to the shares of Cummins Common Stock for which the appointment is effective, be empowered, among other things, to exercise all of your voting and other rights as they, in their sole discretion, deem proper. Cummins reserves the right to require that, in order for shares of Cummins Common Stock to be deemed validly tendered, immediately upon Cummins’ acceptance for exchange of those shares of Cummins Common Stock, Cummins must be able to exercise full voting rights with respect to such shares.

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Determination of Validity. Cummins will determine questions as to the form of documents (including notices of withdrawal) and the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of shares of Cummins Common Stock, in Cummins’ sole discretion, provided that Cummins may delegate such power in whole or in part to the exchange agent. Cummins reserves the absolute right to reject any and all tenders of shares of Cummins Common Stock that it determines are not in proper form or the acceptance of or exchange for which may, in the opinion of its counsel, be unlawful. Cummins also reserves the absolute right to waive any of the conditions of the Exchange Offer (other than the conditions relating to the absence of an injunction and the effectiveness of the registration statement for Atmus Common Stock to be distributed in the Exchange Offer), or any defect or irregularity in the tender of any shares of Cummins Common Stock.

No tender of Cummins Common Stock is valid until all defects and irregularities in tenders of Cummins Common Stock have been cured or waived. None of Cummins, Atmus, the dealer managers, the exchange agent, the information agent or any other person, nor any of their directors or officers, is under any duty to give notification of any defects or irregularities in the tender of any Cummins Common Stock or will incur any liability for failure to give any such notification. Cummins’ interpretation of the terms and conditions of the Exchange Offer (including the letter of transmittal and instructions thereto) may be challenged in a court of competent jurisdiction.

Binding Agreement. The tender of shares of Cummins Common Stock pursuant to any of the procedures described above, together with Cummins’ acceptance for exchange of such shares pursuant to the procedures described above, will constitute a binding agreement between Cummins and you upon the terms of and subject to the conditions to the Exchange Offer.

The method of delivery of share certificates of shares of Cummins Common Stock and all other required documents, including delivery through DTC, is at your option and risk, and the delivery will be deemed made only when actually received by the exchange agent. If delivery is by mail, it is recommended that you use registered mail with return receipt requested, properly insured. In all cases, you should allow sufficient time to ensure timely delivery.

Partial Tenders

If you tender fewer than all the shares of Cummins Common Stock evidenced by any share certificate you deliver to the exchange agent, then you must check the box labeled “Partial Tender” and fill in the number of shares that you are tendering in the space provided on the first page of the letter of transmittal filed as an exhibit to the registration statement of which this prospectus forms a part. In those cases, promptly after the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be March 13, 2024), the exchange agent will credit the remainder of the shares of Cummins Common Stock that were evidenced by the certificate(s) but not tendered to a Direct Registration Share account in the name of the registered holder maintained by Cummins’ transfer agent, unless otherwise provided in “Special Transfer Instructions” or “Special Delivery Instructions” enclosed with the letter of transmittal filed as an exhibit to the registration statement of which this prospectus forms a part. Unless you indicate otherwise in your letter of transmittal, all Cummins Common Stock represented by share certificates you deliver to the exchange agent will be deemed to have been tendered. No share certificates are expected to be delivered to you, including in respect of any shares delivered to the exchange agent that were previously in certificated form.

Treatment of Shares of Cummins Common Stock Held Under the RSP

Shares of Cummins Common Stock held for the account of participants in the RSP who have a balance in the Cummins Stock Fund and/or the Cummins Employee Stock Ownership Plan (ESOP) Fund are eligible to participate in the Exchange Offer. An RSP participant may direct that all, some or none of the shares of Cummins Common Stock allocated to the Cummins Stock Fund and/or the Cummins Employee Stock Ownership Plan (ESOP) Fund account be exchanged, subject to the RSP’s rules for participating in the Exchange Offer.

The RSP’s rules are different than those described in this prospectus. Holders who are tendering shares allocated to their RSP accounts should refer to the special instructions provided to them by or on behalf of the RSP administrator for information that is specific to the RSP. RSP participants should consult the special instructions together with this prospectus in deciding whether or not to participate in the Exchange Offer with respect to their RSP shares.

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Lost or Destroyed Certificates

If your certificate(s) representing shares of Cummins Common Stock have been mutilated, destroyed, lost or stolen and you wish to tender your shares, you will need to follow the procedures for replacement set forth under the section entitled “Lost or Destroyed Certificate(s)” included in the letter of transmittal and the instructions related thereto. You may be required to pay a fee and to post a surety bond for your lost shares of Cummins Common Stock. Upon receipt of the completed applicable letter of transmittal with the required information and, if required, the surety bond payment and the service fee, your shares of Cummins Common Stock will be included in the Exchange Offer, subject to acceptance by Cummins.

Withdrawal Rights

Shares of Cummins Common Stock validly tendered pursuant to the Exchange Offer may be withdrawn at any time before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 13, 2024) and, unless Cummins has previously accepted them pursuant to the Exchange Offer, may also be withdrawn at any time after the expiration of 40 business days from the commencement of the Exchange Offer. Once Cummins accepts shares of Cummins Common Stock pursuant to the Exchange Offer, your tender is irrevocable.

For a withdrawal of shares of Cummins Common Stock to be effective, the exchange agent must receive from you a written notice of withdrawal in the form of the notice of withdrawal provided by Cummins, at one of its addresses, respectively, set forth on the back cover of this prospectus, and your notice must include your name and the number of shares of Cummins Common Stock to be withdrawn, as well as the name of the registered holder, if it is different from that of the person who tendered those shares.

If certificates have been delivered or otherwise identified to the exchange agent, the name of the registered holder and the serial numbers of the particular certificates evidencing the shares of Cummins Common Stock must also be furnished to the exchange agent, as stated above, prior to the physical release of the certificates.

If shares of Cummins Common Stock have been tendered pursuant to the procedures for book-entry tender through DTC discussed in the section entitled “— Procedures for Tendering,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn shares and must otherwise comply with the procedures of DTC.

If you hold your shares through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should consult that institution on the procedures you must comply with and the time by which such procedures must be completed in order for that institution to provide a written notice of withdrawal to the exchange agent on your behalf before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer. If you hold your shares through such an institution, that institution must deliver the notice of withdrawal with respect to any shares you wish to withdraw. In such a case, as a beneficial owner and not a registered shareholder, you will not be able to provide a notice of withdrawal for such shares directly to the exchange agent.

Cummins will decide all questions as to the form and validity (including time of receipt) of any notice of withdrawal, in its sole discretion. Cummins may delegate such power in whole or in part to the exchange agent. None of Cummins, Atmus, any of the dealer managers, the exchange agent, the information agent nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any notification. Any such determination may be challenged in a court of competent jurisdiction.

Any shares of Cummins Common Stock validly withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer.

However, you may re-tender withdrawn shares of Cummins Common Stock by following one of the procedures discussed in the section entitled “— Procedures for Tendering” at any time prior to the expiration of the Exchange Offer (or pursuant to the instructions sent to you separately).

If you hold shares of Cummins Common Stock through the RSP, you will be provided with special instructions by or on behalf of the RSP administrator on how to withdraw your tendered shares and you must deliver any required information in a timely manner in order for the tabulator for the RSP to withdraw your election to exchange from the final tabulation. The deadline will be specified in the special instructions provided to you (or, if the Exchange Offer is extended, any new plan participant withdrawal deadline established by the RSP administrator).

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Withdrawing Your Shares After the Final Exchange Ratio Has Been Determined

Subject to any extension of the Exchange Offer period, the final exchange ratio, including whether the upper limit on the number of shares that can be received for each share of Cummins Common Stock validly tendered is in effect, will be available by 5:30 p.m., New York City time, on the second trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be March 13, 2024).

If you are a registered shareholder of Cummins Common Stock (which will include persons holding certificated shares or Direct Registration Shares) and you wish to withdraw your shares after the final exchange ratio has been determined, then you must deliver a written notice of withdrawal to the exchange agent prior to 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 13, 2024), in the form of the notice of withdrawal provided by Cummins. Medallion guarantees will not be required for such withdrawal notices. If you hold Cummins Common Stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, any notice of withdrawal must be delivered by that institution on your behalf. DTC is expected to remain open until 5:00 p.m., New York City time, and institutions may be able to process withdrawals through DTC until that time (although there is no assurance that will be the case). Once DTC has closed, if you beneficially own shares that were previously delivered through DTC, then in order to withdraw your shares, the institution through which your shares are held must deliver a written notice of withdrawal to the exchange agent prior to 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer.

Such notice of withdrawal must be in the form of DTC’s notice of withdrawal and must specify the name and number of the account at DTC to be credited with the withdrawn shares and must otherwise comply with DTC’s procedures. Shares can be withdrawn only if the exchange agent receives a withdrawal notice directly from the relevant institution that tendered the shares through DTC. On the last day of the Exchange Offer, beneficial owners who cannot contact the institution through which they hold their shares will not be able to withdraw their shares.

Except for the withdrawal rights described above, any tender made under the Exchange Offer is irrevocable.

Delivery of Atmus Common Stock; Book-Entry Accounts

Physical certificates representing shares of Atmus Common Stock will not be issued pursuant to the Exchange Offer. Rather than issuing physical certificates for such shares to tendering shareholders, the exchange agent will cause shares of Atmus Common Stock to be credited in book-entry form to direct registered accounts maintained by Atmus’ transfer agent for the benefit of the respective holders (or, in the case of shares tendered through DTC, to the account of DTC so that DTC can credit the relevant DTC participant and such participant can credit its respective account holders). Promptly following the crediting of shares to your respective direct registered account, you will receive a statement from Atmus’ transfer agent evidencing your holdings, as well as general information on the book-entry form of ownership.

If shares of Atmus Common Stock are to be issued to a person other than the signer of the letter of transmittal, a check is to be issued in the name of, and/or shares of Cummins Common Stock not tendered or not accepted for exchange in the Exchange Offer are to be issued or returned to, a person other than the signer of the letter of transmittal, or a check is to be mailed to a person other than the signer of the letter of transmittal or to an address other than that shown on the first page of the letter of transmittal, then the information in “Special Transfer Instructions” and “Special Delivery Instructions” enclosed with the letter of transmittal filed as an exhibit to the registration statement of which this prospectus forms a part will need to be completed. Cummins has no obligation pursuant to such instructions to transfer any such shares from the name of the registered holder(s) thereof if Cummins does not accept any such shares for exchange. If no such instructions are given, all such shares not accepted for exchange in the Exchange Offer will be credited in book-entry form to the registered holders in a direct registered account maintained by Cummins’ transfer agent.

With respect to any shares tendered through DTC, a shareholder may request that shares not exchanged be credited to a different account maintained at DTC by providing the appropriate instructions pursuant to DTC’s applicable procedures. If no such instructions are given, all such shares of Cummins Common Stock not accepted will be returned by crediting the same account at DTC as the account from which such shares of Cummins Common Stock were delivered.

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Extension; Amendment

Extension or Amendment by Cummins

Cummins expressly reserves the right, in its sole discretion, for any reason, to extend the period of time during which the Exchange Offer is open and thereby delay acceptance for exchange of, and the exchange for, any shares of Cummins Common Stock validly tendered and not properly withdrawn in the Exchange Offer. For example, the Exchange Offer can be extended if any of the conditions to completion of the Exchange Offer described in the next section entitled “— Conditions to Completion of the Exchange Offer” are not satisfied or, where legally permitted, waived prior to the expiration of the Exchange Offer.

Cummins expressly reserves the right, in its sole discretion, at any time and for any reason, to amend the terms of the Exchange Offer in any respect prior to the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be March 13, 2024).

If Cummins materially changes the terms of or information concerning the Exchange Offer, it will extend the Exchange Offer if required by applicable law. Generally speaking, an offer must remain open under SEC rules for a minimum of five business days from the date that notice of the material change is first given. The length of time will depend on the particular facts and circumstances giving rise to the extension.

As required by applicable law, the Exchange Offer will be extended so that it remains open for a minimum of 10 business days following the applicable announcement if:

If Cummins extends the Exchange Offer, is delayed in accepting for exchange any shares of Cummins Common Stock or is unable to accept for exchange any shares of Cummins Common Stock under the Exchange Offer for any reason, then, without affecting Cummins’ rights under the Exchange Offer, the exchange agent may retain on Cummins’ behalf all shares of Cummins Common Stock tendered. These shares of Cummins Common Stock may not be withdrawn except as provided in the section entitled “— Withdrawal Rights.”

Cummins’ reservation of the right to delay acceptance of any shares of Cummins Common Stock is subject to applicable law, which requires that Cummins pay the consideration offered or return the shares of Cummins Common Stock deposited promptly after the termination or withdrawal of the Exchange Offer.

Cummins will issue a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day following any extension, amendment, non-acceptance or termination of the previously scheduled expiration date of the Exchange Offer.

Method of Public Announcement

Subject to applicable law (including Rules 13e-4(d), 13e-4(e)(3) and 14e-1 under the Exchange Act, which require that any material change in the information published, sent or given to shareholders in connection with the Exchange Offer be promptly disclosed to shareholders in a manner reasonably designed to inform them of the change) and without limiting the manner in which Cummins may choose to make any public announcement, Cummins assumes no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to Business Newswire.

Conditions to Completion of the Exchange Offer

Cummins will not be required to complete the Exchange Offer and may terminate the Exchange Offer unless at least 33,527,363 shares of Atmus Common Stock would be distributed in exchange for outstanding shares of Cummins Common Stock that are validly tendered and not properly withdrawn prior to the expiration of the Exchange Offer. This number of shares of Atmus Common Stock

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represented 50% of the outstanding shares of Atmus Common Stock held by Cummins as of February 13, 2024. In addition, Cummins will not be required to accept shares for exchange and may terminate the Exchange Offer if:

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If any of the above events occurs and exists at the scheduled expiration date, Cummins may:

These conditions are for the sole benefit of Cummins. Except as described in the immediately preceding bullet point, Cummins may waive any condition in whole or in part at any time in its sole discretion, subject to applicable law. Cummins’ failure to exercise its rights under any of the above conditions does not represent a waiver of these rights. Each right is an ongoing right which may be asserted by Cummins at any time. However, all conditions to completion of the Exchange Offer must be satisfied or, where legally permitted, waived by Cummins before the expiration of the Exchange Offer. Any determination by Cummins concerning the conditions described above may be challenged in a court of competent jurisdiction. Atmus has no right to waive any of the conditions to the Exchange Offer.

If a stop order issued by the SEC is in effect with respect to the registration statement of which this prospectus forms a part, Cummins will not accept any shares of Cummins Common Stock tendered and will not exchange shares of Atmus Common Stock for any shares of Cummins Common Stock.

Fees and Expenses

Cummins has retained Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC to act as dealer managers, Okapi Partners LLC to act as the information agent and Broadridge Corporate Issuer Solutions, LLC to act as the exchange agent in connection with the Exchange Offer.

The dealer managers will receive a fee for their respective services and the information agent and the exchange agent each will receive reasonable compensation for their respective services. In addition, each will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against specified liabilities in connection with their services, including liabilities under the federal securities laws.

The dealer managers and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Each of the dealer managers and their respective affiliates have in the past provided investment banking services to Cummins and Atmus and their respective affiliates, for which they have received customary compensation. In addition, each of the dealer managers is providing advisory services to Cummins and Atmus in connection with the Separation. In the ordinary course of business, each of the dealer managers is engaged in securities trading and brokerage activities as well as investment banking and financial advisory services. In the ordinary course of their respective trading and brokerage activities, each of the dealer managers and certain of their respective affiliates may from time to time hold positions of Cummins Common Stock and Atmus Common Stock in their respective proprietary accounts or those of their respective customers, and to the extent they hold shares of Cummins Common Stock in these accounts at the time of the exchange offer, each of the dealer managers and/or certain of their respective affiliates may tender these shares.

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Recently, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC served as joint lead book-running managers in the IPO. In addition, certain of the dealer managers or their affiliates currently serve as lenders under Atmus’ and Cummins’ existing credit facilities. Additionally, J.P. Morgan Securities LLC is expected to serve as a joint book-running manager in Cummins' senior notes offering announced on or about the date hereof.

Legal and Other Limitations; Certain Matters Relating to Non-U.S. Jurisdictions

Although Cummins may deliver this prospectus to shareholders located outside the United States, this prospectus is not an offer to sell or exchange and it is not a solicitation of an offer to buy any shares of Cummins Common Stock in any jurisdiction in which such offer, sale or exchange is not permitted. This prospectus has not been reviewed or approved by any stock exchange on which shares of Cummins Common Stock are listed.

Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. Cummins has not taken any action under those non-U.S. regulations to qualify the Exchange Offer outside the United States but may take steps to facilitate participation of shareholders from certain jurisdictions. Therefore, the ability of any non-U.S. person to tender Cummins Common Stock in the Exchange Offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit the person to participate in the Exchange Offer without the need for Cummins or Atmus to take any action to qualify or otherwise facilitate the Exchange Offer in that country or otherwise. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.

All tendering shareholders must make certain representations in the letter of transmittal, including, in the case of non-U.S. shareholders, as to the availability of an exemption under their home country laws that would allow them to participate in the Exchange Offer without the need for Cummins or Atmus to take any action to facilitate a public offering in that country or otherwise. Cummins will rely on those representations and, unless the Exchange Offer is terminated, plans to accept shares validly tendered by persons who properly complete the letter of transmittal and provide any other required documentation on a timely basis and as otherwise described herein.

Non-U.S. shareholders should consult their advisors in considering whether they may participate in the Exchange Offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in Cummins Common Stock or Atmus Common Stock that may apply in their home countries. Cummins and Atmus and the dealer managers cannot provide any assurance about whether such limitations exist.

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POTENTIAL ADDITIONAL DISTRIBUTION OF ATMUS COMMON STOCK

Cummins has informed Atmus that, following the completion of the Exchange Offer, in the event that more than the Minimum Amount of shares are validly tendered but not enough shares of Cummins Common Stock are validly tendered to allow Cummins to exchange all of the shares of Atmus Common Stock it is offering in this Exchange Offer, the shares of Atmus Common Stock that were offered but not exchanged in the Exchange Offer will be distributed through the clean-up spin-off. The record date for the clean-up spin-off, if any, will be announced by Cummins. As a result, any remaining shares of Atmus Common Stock offered by Cummins that are not exchanged in the Exchange Offer will be distributed on a pro rata basis to Cummins shareholders whose shares of Cummins Common Stock remain outstanding following the consummation of the Exchange Offer and are holders of record as of the applicable record date. Because the record date for the clean-up spin-off, if any, will occur following the completion of the Exchange Offer, holders of shares of Cummins Common Stock validly tendered and accepted and exchanged in the Exchange Offer will not participate in the clean-up spin-off (unless they otherwise own shares of Cummins Common Stock that were not tendered and accepted for exchange in the Exchange Offer as of the relevant record date).

In such event, Cummins and Atmus, as applicable, will file any documents required by U.S. securities laws in connection with such clean-up spin-off and will not rely on this prospectus or the registration statement of which it forms a part in connection with such distribution.

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ATMUS FILTRATION TECHNOLOGIES INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X and has been derived from Atmus’ historical consolidated financial statements included in this prospectus. While the historical consolidated financial statements reflect the past financial results of the consolidated businesses operating within Cummins’ filtration division prior to the Separation, the unaudited pro forma consolidated financial information gives effect to the Separation of that business into an independent, publicly traded company.

Specifically, the pro forma adjustments to reflect the Separation, the Debt Financing and related transactions from and with Cummins including autonomous entity adjustments and transaction accounting adjustments.

The pro forma adjustments, as described below, are based on the available information and assumptions Atmus’ management believes are reasonable; however, such adjustments are subject to change as the costs of operating as a standalone company are determined. In addition, such adjustments are estimates and may not prove to be accurate. The unaudited pro forma consolidated financial information includes certain adjustments to give effect to events that are directly attributable to the Separation, the Debt Financing and related transactions.

The unaudited pro forma consolidated statement of operations for the year ended December 31, 2023 presents the pro forma effect of the Separation, the Debt Financing, and the related adjustments described below as if they had been completed on January 1, 2023. The unaudited pro forma consolidated statement of operations does not purport to represent, and is not necessarily indicative of, what the actual results of operations of Atmus would have been had the transactions taken place on January 1, 2023, nor is it indicative of the results of operations of Atmus for any future period.

In addition, for the periods presented in the unaudited pro forma consolidated financial information, the operations of Atmus were conducted and accounted for as part of Cummins. The historical consolidated financial statements and unaudited pro forma consolidated financial information of Atmus have been derived from Cummins’ historical accounting records and reflect certain allocations of expenses. All of the allocations and estimates in such financial statements are based on assumptions that management believes are reasonable.

Autonomous Entity Adjustments

As a standalone public company, Atmus expects to incur incremental recurring costs that could be materially different from the allocations of Cummins costs included within the historical consolidated financial statements. Atmus expects to incur recurring costs associated with being a standalone public company in the following areas:

Certain of the above costs — specifically accounting activities, financial reporting activities, some legal services, some human resource functions, the use of Cummins’ established information technology systems, and other general and administrative related functions are covered by the transition services agreement (“TSA”) for a period of time. Other costs, such as Atmus’ own board of directors, company specific compensation and insurance plans, and information technology systems, are not covered by the TSA. Atmus has established all of these functions on a standalone basis.

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Atmus has made autonomous entity adjustments to reflect:

Transaction Accounting Adjustments

Atmus acquired certain assets and assumed liabilities and related expenses associated with the Separation, the Debt Financing and in becoming a standalone public company. Atmus has made pro forma adjustments for these items which have been formally agreed to, and such adjustments are included in the transaction accounting adjustments. Actual costs and expenses could differ from this estimate. These adjustments primarily relate to interest paid on the term loan and revolving credit facility that Atmus entered into prior to the closing of the IPO. See Note 2 below.

The unaudited pro forma consolidated financial information should be read in conjunction with Atmus’ historical consolidated financial statements and the accompanying notes in the “Index to Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Atmus” included elsewhere in this prospectus. The unaudited pro forma consolidated financial information constitutes forward-looking information and is subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this prospectus.