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 26, 2023

Atmus Filtration Technologies Inc.

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code: (615) 514-7339

N/A

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

EXPLANATORY NOTE

On May 30, 2023, Atmus Filtration Technologies Inc., a Delaware corporation (“Atmus”), completed its previously announced initial public offering (the “IPO”) of 16,243,070 shares of its common stock, par value $0.0001 per share (“Common Stock”), including 2,118,661 shares of Common Stock allocated to the underwriters’ 30-day option to purchase additional shares of Common Stock, which was exercised in full on May 26, 2023, at an initial public offering price of $19.50 per share. Before the debt-for-equity exchange described immediately below and the IPO, Atmus was a wholly owned subsidiary of Cummins Inc., an Indiana corporation (“Cummins”). As described below, neither Atmus nor Cummins received any of the proceeds of the IPO. Cummins repaid outstanding indebtedness to the Debt-for-Equity Exchange Parties (defined below) with shares of Common Stock.

Immediately before the IPO closing, Cummins exchanged the shares of Common Stock to be sold in the IPO, including the option shares described above, with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (as participants in such exchange, the “Debt-for-Equity Exchange Parties”) for short-term indebtedness previously incurred by Cummins before the pricing of the IPO, with each Debt-for-Equity Exchange Party having held half of such indebtedness respectively. The Debt-for-Equity Exchange Parties then sold the shares of Common Stock they received in such exchange to the IPO underwriters for sale in the IPO. As a result, the Debt-for-Equity Exchange Parties, and neither Cummins nor Atmus, received the net proceeds from the sale of Common Stock in the IPO.

As a result of the debt-for-equity exchange and IPO, Cummins currently owns approximately 80.5% of the outstanding shares of Common Stock.

Item 1.01 Entry into a Material Definitive Agreement.

Separation Agreement

In connection with the IPO, on May 29, 2023, Cummins and Atmus entered into a Separation Agreement (the “Separation Agreement”).

Pursuant to the Separation Agreement, as consideration for the filtration business (the “Filtration Business”) that Cummins transferred to Atmus, Atmus (a) previously issued to Cummins 83,297,696 shares of Common Stock in connection with the IPO (in addition to the 100 shares already held by Cummins) and (b) paid to Cummins (i) an amount of existing cash, plus (ii) the net proceeds of Atmus’ $600 million Term Loan (as defined below) and $50 million drawdown under Atmus’ Revolving Credit Facility (as defined below), provided that after giving effect to such payment, Atmus and its subsidiaries collectively held approximately $110 million in cash and cash equivalents as of the IPO closing.

The Separation Agreement sets forth certain agreements between Cummins and Atmus relating to, among other things:

For further details regarding the Separation Agreement, see the description set forth in the section entitled “Certain Relationships and Related Person Transactions” and for further details regarding the Charter and Bylaws see the description in the section entitled “Management” in the prospectus (File No. 333-269894) filed by Atmus with the U.S. Securities and Exchange Commission (the “SEC”) on May 26, 2023 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”) (such prospectus, the “Prospectus”).

The foregoing descriptions of the Separation Agreement and the Charter and Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Separation Agreement and the Charter and Bylaws, which are attached hereto as Exhibits 3.1, 3.2 and 10.1 and incorporated herein by reference.

Related Agreements

In connection with the IPO, on May 29, 2023, Atmus and Cummins also entered into the following additional material agreements:

For further details regarding the foregoing agreements, see the descriptions of such agreements set forth in the section entitled “Certain Relationships and Related Person Transactions” in the Prospectus.

The foregoing descriptions of these agreements do not purport to be complete and are qualified in their entirety by reference to the full text of these agreements, which are attached hereto as Exhibits 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8 and 10.9, respectively, and incorporated herein by reference.

The representations, warranties and covenants contained in the Separation Agreement and the other transaction agreements were made only as of specified dates for the purposes of those agreements, were (except as expressly set forth therein) solely for the benefit of the parties to the agreements, and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Separation Agreement and the other transaction agreements and discussed in the foregoing descriptions, it is important to bear in mind that such representations, warranties and covenants may have been negotiated with the principal purpose of allocating risk among the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 26, 2023, Atmus satisfied the closing conditions under its previously reported Credit Agreement dated as of September 30, 2022 (as amended on February 15, 2023 by Amendment No. 1 thereto the “Credit Agreement”), among Atmus, Cummins Filtration Inc., a wholly-owned subsidiary of Atmus, and a syndicate of banks providing for a $400 million revolving credit facility (the “Revolving Credit Facility”) and a $600 million term loan facility (the “Term Loan” and collectively with the Revolving Credit Facility, the “Debt Financing”) and borrowed $600 million under the Term Loan and $50 million under the Revolving Credit Facility for use as partial consideration for the Filtration Business. The Revolving Credit Facility and Term Loan will mature on September 30, 2027, subject to extensions as provided in the Credit Agreement.

For further details regarding the Credit Agreement and the Debt Financing, see the description set forth in the Prospectus in the section entitled “Description of Certain Indebtedness.”

The Credit Agreement and Amendment No. 1 to Credit Agreement, dated as of February 15, 2023, are attached hereto as Exhibits 10.11 and 10.12, respectively.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the IPO, Atmus’ Board of Directors adopted, and Cummins, as the sole stockholder of Atmus, approved, the Atmus Filtration Technologies Inc. 2022 Omnibus Incentive Plan (the “2022 Omnibus Incentive Plan”). The 2022 Omnibus Incentive Plan became effective on May 30, 2023. A description of the 2022 Omnibus Incentive Plan is set forth in the Prospectus in the section entitled “Equity Compensation Plan”, and is incorporated by reference into this Item 5.02. The 2022 Omnibus Incentive Plan is attached hereto as Exhibit 10.10.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.