Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549       FORM  8-K   CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   Date of Report (Date of earliest event reported): May 6, 2025   CUMMINS INC. (Exact name of registrant as specified in its charter)   Indiana 1-4949 35-0257090 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)   500 Jackson Street P. O. Box 3005 Columbus , Indiana 47202-3005 (Address of principal executive offices) (Zip Code)   Registrant's telephone number, including area code: ( 812 ) 377-5000   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)       ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)       ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))       ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Sections 12(b) of the Act:   Title of each class   Trading symbol(s)   Name of each exchange on which registered Common stock, $2.50 par value   CMI   New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging Growth Company ¨   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 13(a) of the Exchange Act. ¨             Item 8.01 Other Events .   On May 6, 2025, Cummins Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., ING Financial Markets LLC and J.P. Morgan Securities LLC , as representatives of the several underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth therein, $300,000,000 aggregate principal amount of the Company’s 4.250% Senior Notes due 2028, $700,000,000 aggregate principal amount of the Company’s 4.700% Senior Notes due 2031 and $1,000,000,000 aggregate principal amount of the Company’s 5.300% Senior Notes due 2035 (collectively, the “Notes”), in a public offering (the “Offering”). The Offering is expected to close on May 9, 2025.   The Notes are registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-284903) that the Company filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2025.   The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.   The Company is filing the Underwriting Agreement as part of this Current Report on Form 8-K for purposes of such Registration Statement. The description of the Underwriting Agreement set forth above is qualified by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.   Item 9.01 Financial Statements and Exhibits .   (d)            Exhibits. The exhibits below are filed herewith:   EXHIBIT INDEX   Exhibit No.   Description (1.1)   Underwriting Agreement, dated May 6, 2025, by and among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., ING Financial Markets LLC and J.P. Morgan Securities LLC , as representatives of the several underwriters listed therein.       (104)   Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).           SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.   Date: May 7, 2025   CUMMINS INC.       /s/ Donald G. Jackson   Donald G. Jackson   Vice President, Treasury and Tax