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As filed with the Securities and Exchange Commission on February 21, 2023

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Atmus Filtration Technologies Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of
Incorporation or Organization)

3714

(Primary Standard Industrial
Classification Code Number)

88-1611079

(I.R.S. Employer
Identification Number)

26 Century Boulevard
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)

Mark Mandel, Esq.
Baker & McKenzie LLP
452 Fifth Avenue
New York, New York 10018
(212) 626-4100

Roxane F. Reardon, Esq.
Lesley Peng, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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, please 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(c) 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.

	Large accelerated filer ☐			Accelerated filer ☐			Non-accelerated filer ☒			Smaller reporting company ☐
										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 to Section 7(a)(2)(B) of the Securities Act. ☐

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, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. The debt-for-equity exchange parties may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 21, 2023
PRELIMINARY PROSPECTUS

Atmus Filtration Technologies Inc.

Common Stock

$ per share

This is an initial public offering of shares of common stock of Atmus Filtration Technologies Inc. (“Atmus”). All of our shares of common stock are currently held by Cummins Inc. (“Cummins”).

In connection with this offering, Cummins will exchange shares of our common stock for indebtedness of Cummins held by certain of the underwriters, which we refer to, in such role, as the “debt-for-equity exchange parties.” The debt-for-equity exchange parties will then sell these shares pursuant to this offering. As a result, the debt-for-equity exchange parties, and not Cummins or Atmus, will receive the net proceeds from the sale of the shares in this offering. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . We intend to apply to have our common stock listed on the New York Stock Exchange (“NYSE”) under the symbol “ATMU.”

Following this offering, Cummins will own approximately % of the voting power of our capital stock. As a result, we will be a “controlled company” within the meaning of the corporate governance rules of the NYSE. See “Management — Director Independence and Controlled Company Exemption.”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 18 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Per Share

Total

Initial public offering price

Underwriting discount(1)

Proceeds, before expenses, to the debt-for-equity exchange parties

(1)

We have agreed to reimburse the underwriters for certain expenses in connection with this offering. We refer you to “Underwriting (Conflicts of Interest),” beginning on page 145 of this prospectus, for additional information regarding total underwriter compensation.

To the extent that the underwriters sell more than shares of our common stock, the debt-for-equity exchange parties have granted the underwriters an option to purchase up to an additional shares at the initial price to the public less the underwriting discount within 30 days from the date of this prospectus. The debt-for-equity exchange parties, and not Cummins or Atmus, will receive the net proceeds from any shares of common stock sold pursuant to this option to purchase additional shares.

The underwriters expect to deliver the shares to investors against payment in New York, New York on , 2023.

Joint Lead Book-Running Managers

Goldman Sachs & Co. LLC

J.P. Morgan

Joint Book-Running Managers

Baird

BofA Securities

Wells Fargo Securities

Prospectus dated , 2023

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	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		18
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		47
USE OF PROCEEDS		48
DIVIDEND POLICY		49
CAPITALIZATION		50
DILUTION		51
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION		52
THE SEPARATION AND DISTRIBUTION TRANSACTIONS		60
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		62
BUSINESS		74
MANAGEMENT		88
EXECUTIVE AND DIRECTOR COMPENSATION		97
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		119
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		121
DESCRIPTION OF MATERIAL INDEBTEDNESS		132
DESCRIPTION OF CAPITAL STOCK		134
SHARES ELIGIBLE FOR FUTURE SALE		139
MATERIAL UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS FOR NON-U.S. HOLDERS		141
UNDERWRITING (CONFLICTS OF INTEREST)		145
LEGAL MATTERS		153
EXPERTS		153
WHERE YOU CAN FIND MORE INFORMATION		153
INDEX TO FINANCIAL STATEMENTS		F-1

Through and including , 2023 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

You should rely only on the information contained in this prospectus or in any free writing prospectus we may specifically authorize to be delivered or made available to you. None of Cummins, Atmus, the debt-for-equity exchange parties and the underwriters (nor any of our or their respective affiliates) have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. None of Cummins, Atmus, the debt-for-equity exchange parties or the underwriters (nor any of our or their respective affiliates) take any responsibility for, and neither we nor they provide any assurance as to the reliability of, any other information that others may give you. None of Cummins, Atmus, the debt-for-equity exchange parties or the underwriters (nor any of our or their respective affiliates) are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any free writing prospectus is only accurate as of its date, regardless of its time of delivery or the time of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

In connection with the consummation of this offering, we will enter into a series of transactions with Cummins pursuant to which Cummins will transfer the assets and liabilities of its filtration business to

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us. In exchange, we will, as consideration, issue to Cummins shares of our common stock and intend to pay to Cummins upon the completion of this offering the amount of existing cash, plus the net proceeds of the term loan that we will enter into prior to the closing of this offering, plus any amounts drawn under the revolving credit facility, less an amount of cash to be retained by us in an amount to be determined by Cummins. We will also enter into a separation agreement with Cummins and various other agreements to provide a framework for our relationship with Cummins after the separation. We refer to these transactions, as further described in the section entitled “The Separation and Distribution Transactions — The Separation,” collectively as the “separation.” Except as otherwise indicated or unless the context otherwise requires, the information included in this prospectus about Atmus assumes the completion of the separation. See “The Separation and Distribution Transactions” for a description of the separation.

Unless we state otherwise or the context requires otherwise:

•

references to “Atmus,” “our company,” “we,” “us” or “our” refer to Atmus Filtration Technologies Inc., a Delaware corporation, and its subsidiaries after giving effect to the transactions described under “The Separation and Distribution Transactions — The Separation” or for periods prior to such transactions, Atmus, a business of Cummins Inc., the combined businesses operating within Cummins’ filtration division that have been or will be contributed to Atmus Filtration Technologies Inc., as part of such transactions (but such references do not include the three joint ventures that we have entered into as of the date of this prospectus, which include Fleetguard Filters Private Ltd., Filtrum Fibretechnologies Pvt. Ltd. and Shanghai Fleetguard Filter Co., Ltd.); and

•

references to “Cummins” or “Parent” refer to Cummins Inc., an Indiana corporation, and its subsidiaries other than Atmus.

Explanatory Note

Atmus Filtration Technologies Inc. was formed in April 2022 to be the publicly listed company after giving effect to the transactions described under “The Separation and Distribution Transactions — The Separation.” Atmus Filtration Technologies Inc. elected not to include its historical financial statements in this registration statement as, until the consummation of the separation transaction, it has no assets, does not operate any businesses and has not conducted any material activities other than those incident to its formation and the pending separation and distribution transaction. The historical financial statements included in this registration statement are those of Atmus, a business of Cummins Inc., the combined businesses operating within Cummins’ filtration division that have been or will be contributed to Atmus Filtration Technologies Inc. as part of such transactions.

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, China and excluding Russia and the other Commonwealth of Independent States.

“crankcase ventilation” refers to our 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.

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“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.

“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.

Market and Industry Information

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from third-party sources and management estimates. Our management estimates have not been verified by any independent source. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of 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 our 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 the property of Atmus 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 ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under the applicable law, our rights or the rights of the applicable licensor to these trademarks, trade names and service marks. This prospectus also contains additional trade names, trademarks and service marks belonging to other companies. We do not intend our 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 us by, these other parties.

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PROSPECTUS SUMMARY

This summary highlights information included elsewhere in this prospectus and does not contain all of the information you should consider in making an investment decision. You should read this entire prospectus carefully, including the sections entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Unaudited Pro Forma Combined Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical combined financial statements and the notes thereto before making an investment decision regarding our common stock.

Overview

Atmus is one of the global leaders of filtration products for on-highway commercial vehicles and off-highway agriculture, construction, mining and power generation vehicles and equipment. We design and manufacture advanced filtration products, principally under the Fleetguard brand, that enable lower emissions and provide superior asset protection. We estimate that approximately 16% of our net sales in 2022 were generated through first-fit sales to OEMs, where our products are installed as components for new vehicles and equipment, and approximately 84% were generated in the aftermarket, where our products are installed as replacement or repair parts, leading to a strong recurring revenue base. Building on our 60-year history, we continue to grow and differentiate ourselves through our global footprint, comprehensive offering of premium products, technology leadership and multi-channel path to market.

For the year ended December 31, 2022, we generated $1,562.1 million in net sales, $170.1 million in net income and $234.0 million in EBITDA. See “Summary Historical and Unaudited Pro Forma Combined Financial Data” for a description of EBITDA and a reconciliation of EBITDA to net income, the most directly comparable financial measure calculated in accordance with U.S. GAAP.

	2022 Net Sales By Product			2022 Net Sales By Geography

Our Global Footprint

Our global footprint serves end-users in approximately 150 countries, with approximately 49% of our net sales in 2022 from outside of the United States and Canada. We believe that we, together with our joint ventures in China and India, have a leading position in our on-highway and off-highway markets (our “core markets”) based on net sales in 2022. We maintain strong global customer relationships, supported by an established salesforce with work locations in 25 countries as of December 31, 2022. Also, as of December 31, 2022, we operate through 12 distribution centers, nine manufacturing facilities and five technical facilities plus 10 manufacturing facilities and two technical facilities operated by our joint ventures, giving us presence on six continents.

Our Premium Products

We offer a full spectrum of filtration solutions that enable lower emissions and provide superior asset protection. Our filtration products provide comprehensive and differentiated solutions, which allow

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our end-users to extend service intervals, reduce maintenance costs and increase uptime. Our products include fuel filters, lube filters, air filters, crankcase ventilation, hydraulic filters and coolants and other chemicals. Our broad range of products in each of our core markets enables one-stop shopping, which we believe is a key competitive advantage.

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Our Markets

We believe the filtration product market is large and attractive, with estimated total product sales of approximately $74 billion in 2021, of which we believe the total engine products market — consisting of our core markets and the passenger car market — was approximately $30 billion. Within the total engine products market, we estimate that our core markets had a total addressable market of approximately $13 billion in 2021, having grown by approximately 2% CAGR over the last five-year period ending in 2021. We estimate that the passenger car market had a total addressable market of approximately $17 billion in 2021. The balance of the filtration product market is made up of industrial filtration markets, which we estimate had a total addressable market of approximately $44 billion in 2021. Our strategy includes a focus on expanding into industrial filtration markets in the future; these markets have grown by approximately 5% CAGR over the five year period ending 2021. Looking ahead, we expect the industrial filtration markets to grow by approximately 4% CAGR and our core markets by approximately 2% CAGR, in each case through the five-year period ending in 2025.

The engine filtration market is impacted by the following key drivers and trends:

•

Growth in freight volumes (on-highway) and industrial activity (off-highway): We believe broader economic growth is a strong indicator for our business. The U.S. Bureau of Transportation Statistics’ Freight Analysis Framework forecasted (as of December 2022) that between 2020 and 2050 U.S. freight activity will double in value, and expected that trucks will remain the predominant freight carrier in the future. Off-highway activity is correlated with the overall construction industry. Dodge Construction Network predicted (as of November 2022) that the U.S. construction industry will remain flat for 2023, and the Construction Industry Databook expected (as of October 2022) a 5.5% CAGR from 2022 to 2026.

•

Growth in emerging markets: Global growth in core markets is being driven by macro-economic expansion, including the build-out of infrastructure. Asian markets, including India, are currently positioned for high growth. According to the International Monetary Fund, from 2017 to 2022, gross domestic product in India has grown at a compounded annual growth rate of 5.5%. The growth in India is primarily driven by the increasing demand for transportation as well as emission regulations. Although growth in China was depressed in 2022 due to the COVID-19 response and declining economic conditions, China had experienced high growth in the prior years and we expect a partial recovery over the next few years. Gross domestic product in China has grown at a compounded annual growth rate of 8.3% from 2017 to 2022 according to the International Monetary Fund. The growth in China is primarily driven by investments in infrastructure and emission regulations.

•

More stringent emissions standards: Our core markets will need to comply with more stringent regulatory standards on emissions driving the requirement for higher quality, increased content and higher priced filtration systems.

•

Technology transition: There is broad based recognition that GHG emissions are driving climate change. Increasingly, our customers, governments, and investors are making commitments to reduce their GHG emissions, including pledges to achieve net zero GHG

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emissions by 2050. While the pace of adoption will vary by region, our core markets may be impacted by technology transitions, including transition to battery-electric vehicles, fuel cell electric vehicles and alternate power sources.

Our Competitive Strengths

Technology leadership and deep industry knowledge enable us to deliver better customer solutions

We combine a culture of innovation with deep-seated experience in our industry to deliver superior filtration solutions for our customers. Our technical team develops a range of filtration technologies, including filtration media, filter element formation, filtration systems integration and service-related solutions such as remote digital diagnostic and prognostic platforms and analytics. Our technical team of approximately 350 engineers, scientists and technical specialists are located in five technical centers around the world, with approximately 25% holding advanced technical degrees. Our team draws on a 60-year history focused on filtration and media technologies. We have a broad IP portfolio with over 1,300 worldwide active or pending patents and patent applications and over 500 worldwide trademark registrations and applications as of December 31, 2022.

We have leveraged this expertise not only to develop our cutting-edge filters, filter systems and filtration media but also to manufacture a large portion of our proprietary filtration media. This allows us to move swiftly from development to application of filtration technologies that protect and enhance the operation of our customer’s equipment and machines. StrataPore, NanoNet, NanoForce, and most recently, NanoNet Plus product families have enabled engines and equipment to meet continually changing emissions and performance requirements.

Our technical team works closely with our customers to develop and apply filtration technologies that help them improve their operations. For example, we helped a key customer and partner in China to be one of the first to extend maintenance intervals on both lube and fuel filtration systems from 20,000 kilometers to 100,000 kilometers. Additionally, our NanoNet Plus fuel filtration and fluid control systems have delivered fuel system component protection meeting stringent European and North American requirements while still providing enhanced service intervals, and our electric rotating crankcase ventilation (eRCV) product families continue to offer crankcase emissions performance control across European, North American, and China-based customers. Our technology allows us to deliver performance-enabling and customized filtration solutions for our end-users, which creates long-lasting partnerships with our customers.

Iconic Fleetguard brand with premium products

We believe that Fleetguard is a premium, leading brand that is strongly associated with reliability and strong performance. We offer a full suite of Fleetguard-branded filtration products. With its broad line of high-quality filtration products, our Fleetguard brand provides filters for nearly all makes of vehicles and equipment in our core markets, which further enhances our availability, visibility and brand recognition. Our Fleetguard brand is further supported by a competitive warranty that gives our customers and end-users high confidence in the performance and durability of our products.

Partnering with leading OEMs

We have a strong history as a supplier to leading OEMs, including CNH Industrial, Cummins, Daimler, Deere, Doosan, Foton, Komatsu, PACCAR/DAF, the Traton Group (Navistar/Scania/MAN) and Volvo. We sell both first-fit and aftermarket products to these customers and have been selling to each of them for at least 10 years. These customers in the aggregate accounted for approximately 68% of our net sales in 2022 and have consistently accounted for more than 66% of our net sales in each of the last 5 years. We have written agreements with most of our key customers that specify certain purchase parameters, but do not obligate them to specific volumes. We invest in our relationships and utilize our technical strengths to win first-fit business with these OEMs, which drives our installed base, yielding strong recurring revenue streams in the aftermarket. The OEMs also provide us with early insight into technological developments and evolving product requirements within the broader

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engine and industrial application industry, allowing us to be well positioned as the world shifts towards more complex modular filtration systems and filtration for other power sources.

Cummins is our largest customer and accounted for approximately 19% of our net sales in 2022. Following the offering, this relationship will be defined by the first-fit supply agreement and the aftermarket supply agreement. See “Certain Relationships and Related Party Transactions — Relationship with Cummins — First-Fit Supply Agreement” and “Certain Relationships and Related Party Transactions — Relationship with Cummins — Aftermarket Supply Agreement.” These long-term supply agreements will help give us visibility and stability to our future sales within the terms of the agreements. In addition, for over 60 years, our sales and technical teams have been embedded with Cummins, allowing us to have a deep understanding of their needs, which enables us to deliver high-quality, high-performance products that deliver value to Cummins. We partner with Cummins channels in all regions to win end-user accounts in the aftermarket and create a preference for the Fleetguard brand.

Multi-channel path to diverse global markets

Our global presence provides a diverse and stable customer base across truck, bus, agriculture, construction, mining and power generation vehicles and equipment markets. Our current core markets are on-highway and off-highway, representing approximately 59% and 41% of our net sales in 2022, respectively.

We estimate that approximately 84% of our net sales in 2022 were generated in the aftermarket. To drive these net sales, we have developed a multi-channel path to global markets that ensures broad product availability and provides end-users with choice and flexibility in purchasing. We distribute our products through a broad range of OEM dealers, independent distributors, and retail outlets, including truck stops.

The dealers of the OEMs are typically the channel preferred by customers in many markets. Our close relationships with the OEMs and strong first-fit installed base position us well with the OEM dealer network and large fleet customers. For example, the dealers of four of the largest North America on-highway OEMs carry a significant range of our products at their dealerships.

In addition, Cummins distributors, independent distributors and retailers enable us to reach a broader end-user market and create additional points of sale or service. We estimate that, as of December 31, 2020, our filters were available in over 45,000 independent aftermarket retail outlets globally, including approximately 5,800 locations in North America, approximately 33,000 retail outlets in India, and approximately 2,000 retail outlets in China. We also work directly with major customers of our channel partners (such as large fleets or mining companies), across our end markets, to create strong brand preference, which, in turn, leads to strong demand for our products and generates recurring revenue. We continue to increase geographic coverage within regions to better serve our customers.

We typically ship directly from our 12 distribution centers (as of December 31, 2022) worldwide to our channel partners, which provides direct connection and detailed understanding of our customer and end-user base. Our comprehensive distribution and market coverage is vital to maintaining our broad reach, global presence, and brand recognition.

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Comprehensive aftermarket coverage and large installed base

We have a large installed base driven by first-fit relationships with leading OEMs, leading to long product life cycles and a strong stable revenue base. In the last few years our business strategy has put increased focus on releasing first-fit OEM parts, which we believe will increase aftermarket retention. Our large installed base protects against cyclicality in truck sales and creates a long tail of revenue due to the long lifespans of commercial vehicles and equipment, together with the extensive aftermarket service they require throughout their useful lives. For example, the LF670 filter was first installed on trucks in the 1970s and continues to generate an aftermarket revenue stream approximately 50 years post launch. Aftermarket product sales tend to have a higher profit margin, relative to first-fit systems, driving higher operational cash flow and stability throughout the business cycle.

Our end-user relationships provide critical market intelligence that help drive up-sell and cross-sell opportunities, while providing us direct visibility to market opportunities. Additionally, these end-user relationships enable us to accelerate the launch of a broad range of products where we are not the first-fit.

Scalable global manufacturing operations

We maintain a global manufacturing footprint with highly capable manufacturing facilities in six continents. As of December 31, 2022, we had nine manufacturing sites for Atmus, and 10 for our joint ventures, allowing us to maintain proximity with our customers and global scale. All nine of our manufacturing facilities have obtained either ISO 9001 or ISO/TS 16949 quality management certifications. Additionally, our global warehousing footprint enhances this proximity with 12 distribution centers (as of December 31, 2022) strategically located around the world.

Our significant volumes allow us to take advantage of economies of scale. We have invested strategically in automation and optimization of core filtration manufacturing processes to deliver cost efficiencies.

Attractive margins and strong operating cash flow generation

Our business benefits from attractive margins and a track record of strong cash flow generation. Our high percentage of recurring revenue, relative to other industrial businesses, helps mitigate market cyclicality and revenue volatility. We realized a net income margin of 10.9% and an EBITDA margin of 15.0% in 2022. Our business is resilient, which is evidenced by the fact that despite the changes in economic conditions due to the COVID-19 pandemic, our net sales rebounded with a 16.7% increase in 2021 (as compared to 2020) and increased by 8.6% in 2022 (as compared to 2021). We generate strong operating cash flow from operations with high cash flow conversion, delivering $592.4 million from 2020 to 2022.

Experienced leadership team with a proven track record of driving growth

We are led by an energized and experienced senior leadership team with extensive industry experience with Cummins and other leading industrial companies. Our strategic vision and culture are directed by our executive leadership team under the leadership of our Chief Executive Officer, Steph Disher, our Chief Financial Officer, Jack Kienzler, our Chief Human Resources Officer, Mark Osowick, our Chief Legal Officer, Toni Y. Hickey and our Vice President, Engine Products, Charles Masters. Steph Disher joined Cummins in 2013 and has over 20 years of experience in leadership positions, including international assignments in Australia, Asia, and the United States. Most recently, Steph Disher served as Vice President of Cummins Filtration where she has demonstrated a continued track record of strong business performance, innovation, and operational excellence. Jack Kienzler joined Cummins in 2014 and has over 13 years of finance experience. He most recently served as the Executive Director of Investor Relations at Cummins, having formerly led the Corporate Development team. Mark Osowick joined Cummins in 2007 and has over 30 years of experience in human resource management and project management leadership roles. Toni Y. Hickey joined Cummins in 2012 and has over 24 years of experience as an intellectual property lawyer. Charles Masters joined Cummins in 2003 and has over 19 years of experience in global sales and operational leadership roles within Cummins. Our leadership

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team has the ability to develop and execute our strategic vision and aims to create long-term shareholder value. We benefit from our team’s industry knowledge and track record of successful product innovation and financial performance. Additionally, members of our senior leadership team have strong experience executing and integrating acquisitions and strategic partnerships to drive accelerated growth and improved profitability.

Our Business Strategy

Grow share in first-fit in core markets

Our organic first-fit growth opportunities are centered on four pillars:

•

Grow market share with leading OEMs: We benefit from deep relationships with leading OEMs. Our technology innovations, global footprint and preferred brand position us well to grow along with the leading OEMs. As our OEM partners continue to grow in share and through consolidation in their respective markets, we will partner with them to grow. This growth with OEMs in turn increases the installed base for our products, which drives recurring aftermarket revenue.

•

Support technology transitions with leading OEMs: We plan to further build on our relationship with OEMs as they transition to alternate fuel technologies, such as hydrogen-powered internal combustion engines, battery-electric vehicles and fuel cell electric vehicles. Some of our current developments in the alternative fuel space include hydrogen water separators, air filtration products, coolants, water filters, and de-ionizers. We currently have a number of alternative fuel development programs underway with our existing customer base. We are well positioned for the broader transition of technology through our existing relationships with customers.

•

Enhanced product content per vehicle: We have a focus on offering system modules and highly integrated solutions as customers and end-users seek improved filtration performance and quality, which we believe will result in increased first-fit content per vehicle. We are also extending into smart filtration solutions, including embedded sensors, prediction algorithms, and data analytics tools.

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Accelerate new product development: We are accelerating our new product development cycle by continued investment in advanced system level testing capabilities, leveraging in-house 3D printing capabilities, utilizing powerful simulation tools and applying machine learning tools throughout our product development cycle.

Accelerate profitable growth in the aftermarket

We estimate that aftermarket net sales represented approximately 84% of our existing business in 2022, and has significant opportunity for further growth through these strategic initiatives:

•

Expand our product portfolio: Offering a comprehensive product portfolio provides a ‘one-stop shop’ for our customers. We offer a wide range of products to ensure product coverage and continue to release new products on a yearly basis. As of December 31, 2022, we have launched approximately 400 new products, on average, over each of the last three years. We have a team dedicated to tracking new filter releases and launching new competitive products rapidly.

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Use analytics to target and capture growth opportunities: We will continue to develop and enhance analytic tools, including using machine learning and artificial intelligence, to identify cross-sell or up-sell opportunities, and new or underserved customers, and precisely estimate the opportunity for additional sales of our Fleetguard-branded products. We work directly with end-users or through our channel partners to define, track and measure opportunities and conversion rates.

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Expand reach through multi-channel distribution: It is important that we can reach end-users no matter where they are, or how they choose to purchase our products. We continue to expand our presence with OEM dealers, independent distributors, service centers and retail outlets.

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Invest in product technology advantage to enhance value and protect revenue: Where Atmus is the first-fit, we increase customer retention on aftermarket opportunities by using advanced technologies and proprietary product designs that drive improved performance and create preference for our products. Where Atmus is not the first-fit, we continue to develop products that meet or exceed the first-fit product, supporting our brand position as premium quality and performance, and leading to high customer loyalty.

Transform our supply chain

We are focused on transforming our supply chain to improve customer experience, which will drive growth and reduce overall cost, leading to margin enhancement. Our strategic initiatives have four pillars:

•

Drive service and availability: Synchronize global planning across the network to focus on on-shelf availability.

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Optimize network: Invest in the physical footprint to provide superior availability while minimizing material and part movement.

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Transform cost structure: Optimize supplier management and spend, increase throughput across our network of plants and increase automation.

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Invest in capabilities for the future: Deploy robust processes across the organization from forecasting through customer orders to fulfillment, and invest in critical global systems infrastructure to provide best-in-class functionality.

Expand our technology and diversify our distribution channels beyond our core markets

We are focused on building sustainable growth by expanding and diversifying into the industrial filtration market, which includes machinery and equipment, oil and gas, pharmaceuticals, food and beverage, and metals and mining. We believe we can leverage our global footprint and existing technical capabilities, including our proprietary filtration media technology, into these markets to open new opportunities for growth. We anticipate achieving this by expanding our focus to include non-engine products that we can sell to our current and new customers within our existing markets by utilizing our global footprint. We are working on developing capabilities, whether organically or through acquisitions or strategic partnerships, to enter new markets with long term growth prospects which will further diversify our revenue base. To the extent that we consider acquisitions, we will apply a disciplined financial framework in assessing these opportunities.

The Separation

Immediately prior to the completion of this offering, we will be a wholly-owned subsidiary of Cummins and all of our outstanding shares of common stock will be owned by Cummins.

Prior to the completion of this offering, we will enter into a separation agreement with Cummins. We will also enter into various other agreements to provide a framework for our relationship with Cummins after the separation, including an employee matters agreement, an intellectual property license agreement, a registration rights agreement, a first-fit supply agreement, an aftermarket supply agreement, a tax matters agreement, a data sharing agreement, a royalty sharing agreement, a transition services agreement and a transitional trademark license agreement. These agreements will provide for the allocation between us and Cummins of Cummins’ employees, assets, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after the separation and will govern certain relationships between us and Cummins after the separation. For additional information regarding the separation agreement and such other agreements, please refer to sections entitled “The Separation and Distribution Transactions — The Separation,” “Risk Factors — Risks Related to the Separation and Our Relationship with Cummins” and “Certain Relationships and Related Party Transactions.”

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benefits include improving the strategic and operational flexibility of both companies, enhancing the focus of the management teams on their respective business operations, allowing each company to tailor the capital structure and investment policy best suited to its financial profile and business needs and providing each company with its own equity to better incentivize employees and facilitate acquisitions. In addition, as we will be a standalone company, potential investors will be able to invest directly in our business. There can be no assurance that we will achieve the expected benefits of the separation and the distribution in a timely manner or at all. See “Risk Factors — Risks Related to the Separation and our Relationship with Cummins.”

The Underwriting and the Debt-for-Equity Exchange

Instead of selling shares of our common stock directly to the underwriters for cash, Cummins will first exchange the shares of our common stock to be sold in this offering with certain of the underwriters, which we refer to, in such role, as the “debt-for-equity exchange parties,” for outstanding indebtedness of Cummins held by the debt-for-equity exchange parties. The debt-for-equity exchange parties will then sell the shares to the underwriters for cash. The debt-for-equity exchange between Cummins and the debt-for-equity exchange parties is expected to occur on or before the settlement date of this offering, and the consummation of the debt-for-equity exchange is a condition to the settlement of the debt-for-equity exchange parties’ sale of the shares to the underwriters. If the underwriters exercise their option to purchase additional shares of common stock from the debt-for-equity exchange parties, Cummins will exchange such additional shares of common stock for additional outstanding indebtedness of Cummins held by the debt-for-equity exchange parties with the debt-for-equity exchange parties. The debt-for-equity exchange parties will then sell such additional shares of common stock to the underwriters for cash. We refer to these exchanges collectively as the “debt-for-equity exchange.”

We expect that the indebtedness of Cummins held by the debt-for-equity exchange parties will have an aggregate principal amount of at least $ based on a maximum assumed initial public offering price of $ per share, which is the high point of the price range set forth on the cover of this prospectus. The amount of indebtedness of Cummins held by the debt-for-equity exchange parties is expected to be sufficient to acquire all of the shares of our common stock to be sold in this offering, inclusive of the shares that may be sold pursuant to the underwriters’ option to purchase additional shares. Upon completion of the debt-for-equity exchange, the Cummins indebtedness exchanged in such debt-for-equity exchange will be retired. We do not guarantee or have any other obligations in respect of the Cummins indebtedness. See “Underwriting (Conflicts of Interest) — The debt-for-equity exchange.”

Debt Transactions

On September 30, 2022, we entered into a credit agreement (the “credit agreement”) with Cummins and a syndicate of banks providing for a five-year $400 million revolving credit facility and a $600 million term loan facility (the “term loan” and collectively with the revolving credit facility, the “debt financing”). The credit agreement also allows us to request incremental commitments on either the revolving credit facility or the term loan of up to $250 million, subject to certain conditions and adjustments. The debt financing will not be available for borrowings until the date on which certain conditions are satisfied, which we expect will be satisfied prior to the completion of this offering. Prior to the completion of this offering, we intend to borrow approximately $ pursuant to the term loan.

As described in the section entitled “Use of Proceeds,” the amount of existing cash, plus the net proceeds from the term loan plus any amounts drawn under the revolving credit facility will be paid to Cummins upon completion of this offering less an amount of cash to be retained by us in an amount to be determined by Cummins, as partial consideration for the filtration business Cummins is contributing to us in connection with the separation. For additional information regarding the debt financing, please refer to the section entitled “Description of Material Indebtedness.”

The Distribution

Cummins has informed us that, as of the date of this prospectus, it intends, following this offering, to make a distribution to its shareholders of all or a portion of its equity interest in us, which may include

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one or more distributions effected as a dividend to all Cummins shareholders, one or more offers to Cummins shareholders to exchange their Cummins shares for shares of our common stock or other securities or any combination thereof. We refer to any such potential distribution as the “distribution.” Cummins has agreed not to effect the distribution for a period of 180 days after the date of this prospectus without the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. See “Underwriting (Conflicts of Interest).”

While, as of the date of this prospectus, Cummins intends to effect the distribution, Cummins has no obligation to pursue or consummate any further dispositions of its ownership interest in us, including through the distribution, by any specified date or at all. If pursued, the distribution may be subject to various conditions, including receipt of any necessary regulatory or other approvals, the existence of satisfactory market conditions and the receipt of a private letter ruling (which has been received) from the Internal Revenue Service, or IRS and an opinion of a nationally recognized law or accounting firm to the effect that the separation and the debt-for-equity exchange, together with such distribution, will qualify as a transaction that is tax-free to Cummins and its shareholders for U.S. federal income tax purposes. The conditions to the distribution may not be satisfied, Cummins may decide not to consummate the distribution even if the conditions are satisfied or Cummins may decide to waive one or more of these conditions and consummate the distribution even if all of the conditions are not satisfied.

The distribution is not being effected pursuant to this prospectus, and the underwriters of this offering may or may not act as underwriters for the distribution.

Upon completion of the distribution, we will no longer qualify as a controlled company and will be required to fully implement NYSE corporate governance requirements within one year of the distribution.

Change in Control Considerations

Transactions to implement this offering, the separation and the distribution will constitute a change in control under the governing documents of our joint venture in India, Fleetguard Filter Private Ltd. (“FFPL”), resulting in the loss of rights to board representation. This would effectively result in the loss of our ability to prevent certain significant actions and may result in a reduction or elimination of dividends. See “Risk Factors — Risks Related to our Business Operations.”

Conflicts of Interest

The offering is being conducted in accordance with the applicable provisions of Rule 5121 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc., or FINRA, because Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, who are acting as underwriters in this offering will have a “conflict of interest” pursuant to Rule 5121(f)(5)(C)(ii) by virtue of their role as debt-for-equity exchange parties, since all of the net proceeds of this offering will be received by the debt-for-equity exchange parties. Rule 5121 requires that a “qualified independent underwriter” as defined in Rule 5121 must participate in the preparation of the prospectus and perform its usual standard of diligence with respect to the registration statement and this prospectus. Accordingly, BofA Securities, Inc. is assuming the responsibilities of acting as the qualified independent underwriter in the offering. See “Underwriting (Conflicts of Interest) — Conflicts of interest.”

Corporate Information

Atmus was incorporated in Delaware as FILT Red, Inc. on April 1, 2022, for the purpose of holding Cummins’ filtration business in connection with the separation and this offering. On December 5, 2022, we filed a Certificate of Amendment with the Delaware Secretary of State to change our name from “FILT Red, Inc.” to “Atmus Filtration Technologies Inc.” Prior to the separation, we have had no operations. Our principal executive offices are located at 26 Century Boulevard, Nashville, Tennessee 37214, and our telephone number is (615) 514-7339. Prior to completion of this offering, we will establish a corporate website at Atmus.com. Our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and will not considered part of, this prospectus. You should not rely on any such information in making your decision whether to purchase our common stock.

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Risk Factor Summary

Investing in our common stock involves a number of risks. These risks include, but are not limited to, challenges related to the separation, the distribution, the successful implementation of our strategy, and our ability to grow our business. Some of the more significant challenges and risks relating to an investment in our company include, among other things, the following:

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We have significant customer concentration, with Cummins, PACCAR and the Traton Group respectively accounting for approximately 19%, 16% and 12% of our net sales in 2022, and the loss of such net sales would have a material and adverse effect on our business, financial condition and results of operations.

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

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We derive significant earnings from investees that we do not directly control.

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Transactions to implement this offering, the separation and the distribution will constitute a change in control under our joint venture in India (FFPL), resulting in the loss of rights to board representation, which would effectively result in the loss of the ability to prevent certain significant actions and may result in a reduction or elimination of dividends.

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

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Our products are exposed to variability in material and commodity costs.

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We are vulnerable to raw material, transportation and labor price increases and supply shortages, which have adversely impacted and could continue to adversely impact our operations.

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

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We face significant competition in the markets we serve and maintaining a competitive advantage requires consistent investment with uncertain returns.

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

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

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Our long term performance targets assume certain ongoing productivity improvements; if we do not successfully manage productivity improvements, we may not realize the expected benefits.

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

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Failure to protect or enforce our intellectual property could reduce or eliminate any competitive advantage and reduce our sales and profitability and the cost of protecting or enforcing our intellectual property may be significant.

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If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock may be negatively affected and we may default on outstanding debt obligations.

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

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We operate our business on a global basis and changes in international, national and regional trade laws, regulations, and policies affecting and/or restricting international trade, including

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sanctions resulting from Russia’s military operation in Ukraine, could adversely impact the demand for our products and our competitive position.

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

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

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

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

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

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A number of our operations depend on sophisticated information technology and infrastructure, which may be disrupted by the separation.

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We are subject to foreign currency exchange rate and other related risks.

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

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The anticipated benefits of the separation may not be achieved and the separation may adversely affect our business.

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As a result of the separation, we will lose Cummins’ reputation, economies of scale, capital base and other resources and may experience difficulty operating as a standalone company.

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For so long as Cummins controls a majority of the voting power of our outstanding common stock, we will qualify for, and intend to rely on, certain exemptions from NYSE corporate governance requirements. Stockholders will not have the same protections afforded to stockholders of companies that are subject to all NYSE corporate governance requirements.

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Following the completion of this offering, Cummins will continue to have significant control over us for a period of time, which could continue indefinitely, preventing you and other stockholders from influencing significant decisions.

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We, or Cummins, may fail to perform under various transaction agreements that will be executed as part of the separation or we may fail to have necessary systems and services in place when certain of the transaction agreements expire.

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After the separation, certain of our executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Cummins. Also, certain of Cummins’ current executive officers also serve as directors of our company, which may create conflicts of interest, or the appearance of conflicts of interest.

•

If Cummins completes the distribution, and there is later a determination that the separation, the debt-for-equity exchange and/or the distribution is taxable for U.S. federal income tax purposes because the facts, assumptions, representations or undertakings underlying the Internal Revenue Service (“IRS”) private letter ruling and/or any opinion of a nationally recognized law or accounting firm are incorrect or for any other reason, then Cummins and its stockholders could incur significant U.S. federal income tax liabilities, and we could incur significant liabilities.

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We may be affected by significant restrictions in the tax matters agreement, including on our ability to engage in certain corporate transactions for a two-year period after the distribution in order to avoid triggering significant tax-related liabilities for Cummins.

The foregoing is only a summary of some of the risks related to an investment in our common stock. For a more detailed discussion of these and other risks you should consider before making an investment in our common stock, see “Risk Factors.”

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The Offering

Common stock offered in this offering

shares of common stock (or shares of common stock if the underwriters exercise their option to purchase additional shares in full).

Common stock to be held by Cummins immediately after this offering

shares of common stock (or shares of common stock if the underwriters exercise their option to purchase additional shares in full).

Common stock to be outstanding immediately after this offering

shares of common stock.

Option to purchase additional shares of common stock

The underwriters have an option to purchase up to additional shares of common stock from the debt-for-equity exchange parties, as described in “Underwriting (Conflicts of Interest).”

Voting rights

Shares of common stock are entitled to one vote per share on all matters presented to our stockholders generally.

Upon the completion of this offering, Cummins will hold approximately % of the total voting power of our outstanding capital stock (or % if the underwriters exercise in full their option to purchase additional shares of our common stock). As such, Cummins will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. See “Security Ownership of Certain Beneficial Owners and Management” and “Description of Capital Stock.”

Additionally, upon completion of this offering, we will be a “controlled company” within the meaning of the rules of the NYSE and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. See “Management — Controlled Company Exception.”

Use of proceeds

We will not receive any proceeds from the sale of our common stock in this offering. All of the net proceeds from this offering will be received by the debt-for-equity exchange parties. Immediately prior to the settlement of the debt-for-equity exchange parties’ sale of the shares to the underwriters, the debt-for-equity exchange parties will acquire the common stock being sold in this offering from Cummins in exchange for outstanding Cummins indebtedness held by the debt-for-equity exchange parties. See “Use of proceeds.”

As part of the separation and upon the completion of this offering, we intend to pay Cummins, as partial consideration for the filtration business that Cummins is contributing to us in connection with the separation, the amount of existing cash, plus the net proceeds of the term loan that we will enter into prior to the closing of this offering plus any amounts drawn under

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the revolving credit facility, less an amount of cash to be retained by us in an amount to be determined by Cummins.

The determination of the amount of our cash upon the completion of this offering will be made by Cummins in good faith and will be final and binding on us.

See “Description of Material Indebtedness” and “Use of Proceeds.”

Dividend policy

We have not yet determined the extent to which we will pay any dividends on our common stock. The payment of any dividends in the future, and the timing and amount thereof, is within the discretion of our board of directors (the “Board”) in accordance with applicable law. The Board’s decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in our debt that we will enter into prior to the closing of this offering and in the future, industry practice, legal requirements and other factors that the Board deems relevant. Our ability to pay dividends will depend on our ongoing ability to generate cash from operations and on our access to the capital markets. We cannot guarantee that we will pay a dividend in the future or continue to pay any dividends if we commence paying dividends. See “Dividend Policy.”

Selling stockholder (for purposes of the U.S. Securities laws)

In connection with this offering, Cummins, as a selling stockholder for purposes of the U.S. securities laws, will exchange shares of our common stock for indebtedness of Cummins held by the debt-for-equity exchange parties. The debt-for-equity exchange parties will then sell these shares pursuant to this offering.

Upon completion of this offering, Cummins will continue to own a controlling interest in us. Accordingly, we intend to avail ourselves of the “controlled company” exemptions under the corporate governance rules of the NYSE. See “Management — Director Independence and Controlled Company Exemption” and “Security Ownership of Certain Beneficial Owners and Management.”

Conflicts of interest

The offering is being conducted in accordance with the applicable provisions of Rule 5121 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc., or FINRA, because Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, who are acting as underwriters in this offering, will have a “conflict of interest” pursuant to Rule 5121(f)(5)(C)(ii) by virtue of their role as debt-for-equity exchange parties, since all of the net proceeds of this offering will be received by the debt-for-equity exchange parties. Rule 5121 requires that a “qualified independent underwriter” as defined in Rule 5121 must participate in the preparation of the prospectus and perform its usual standard of diligence with respect to the registration statement and this prospectus. Accordingly, BofA Securities, Inc. is assuming the responsibilities of acting as the qualified independent underwriter in the offering.

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See “Underwriting (Conflicts of Interest).”

Listing

We intend to apply to have our common stock listed on the NYSE under the symbol “ATMU.”

Risk factors

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 18 and the other information included in this prospectus for a discussion of factors you should carefully consider before investing in our common stock.

Unless the context requires otherwise, references to the number and percentage of shares of our common stock to be outstanding immediately after this offering are based on shares of our common stock outstanding as of , 2023. Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Certain other amounts that appear in this prospectus may not sum due to rounding.

Unless otherwise indicated, the information presented in this prospectus:

•

gives effect to the transactions described under “The Separation and Distribution Transactions — The Separation;”

•

assumes an initial public offering price of $ per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus); and

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excludes shares of our common stock that will be reserved under our equity incentive plan, from which we expect to grant equity awards relating to up to shares of our common stock at or shortly following this offering, as further described in “Executive and Director Compensation”.

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SUMMARY HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

The following summary historical and unaudited pro forma combined financial data reflects the combined financial statements of the filtration business of Cummins. We derived the summary historical combined statements of net income data and cash flow data for the years ended December 31, 2022, December 31, 2021, and December 31, 2020 and the summary historical combined balance sheet data as of December 31, 2022 and December 31, 2021, as set forth below, from our audited historical combined financial statements, which are included elsewhere in this prospectus. We derived the summary unaudited pro forma combined statements of net income data for the year ended December 31, 2022 and the summary unaudited pro forma combined balance sheet data as of December 31, 2022, as set forth below, from our unaudited pro forma combined financial information included in the “Unaudited Pro Forma Combined Financial Information” section of this prospectus.

Our underlying financial records were derived from the financial records of Cummins for the periods reflected herein. We have prepared the historical combined financial statements and have included all adjustments to state fairly the financial information set forth in those statements. Our historical results may not necessarily reflect our results of operations, financial position and cash flows for future periods or what they would have been had we been a separate, publicly-traded company during the periods presented.

We have historically operated as part of Cummins and not as a separate, publicly-traded company. Our historical combined financial statements 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 our 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 us. 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 we been an entity that operated separately from Cummins during the periods presented.

The summary unaudited pro forma combined financial data presented has been prepared to reflect the transactions described in the “Unaudited Pro Forma Combined Financial Information” section of this prospectus. The summary unaudited pro forma combined statements of net income data presented reflect the financial results as if such transactions had occurred on January 1, 2022. The summary unaudited pro forma combined balance sheet data reflects the financial position as if such transactions occurred on December 31, 2022. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information.

The unaudited pro forma combined financial information are not necessarily indicative of our results of operations or financial condition had the separation and our anticipated post-separation capital structure been completed on the dates assumed. Also, they may not reflect the results of operations or financial condition that would have resulted had we been operating as a separate, publicly-traded company during such periods. In addition, they are not necessarily indicative of our future results of operations, financial position or cash flows.

This summary historical and unaudited pro forma combined financial data should be reviewed in combination with “Unaudited Pro Forma Combined Financial Information,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical combined financial statements and accompanying notes included in this prospectus.

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	Years ended December 31,
	2022						2021			2020
$ in millions	Pro Forma			Actual			Actual			Actual
Summary Statements of Net Income Data
Net Sales		$	1,562.1		$	1,562.1		$	1,438.8		$	1,232.6
Cost of sales			1,200.7			1,203.2			1,088.3			923.2
Gross margin		$	361.4		$	358.9		$	350.5		$	309.4
Selling, general, and administrative expenses			154.5			139.7			126.2			112.1
Research, development and engineering expenses			38.6			38.6			42.0			39.0
Equity, royalty, and interest income from investees			28.0			28.0			32.4			40.7
Other operating expense, net			5.0			5.0			—			—
Operating Income		$	191.3		$	203.6		$	214.7		$	199.0
Interest expense			39.2			0.7			0.8			0.4
Other income, net			8.8			8.8			3.9			2.0
Income before income taxes		$	160.9		$	211.7		$	217.8		$	200.6
Income tax expense			32.9			41.6			46.5			57.8
Net Income		$	128.0		$	170.1		$	171.3		$	142.8
Summary Statements of Cash Flows Data
Net cash (used in) provided by:
Operating activities					$	177.0		$	202.3		$	213.1
Investing activities						(33.4)			(31.9)			(26.5)
Financing activities						(143.6)			(170.4)			(186.6)
Other Data:
Gross margin as a percent of net sales						23.0%			24.4%			25.1%
Operating income as a percent of net sales						13.0%			14.9%			16.1%
EBITDA(1)					$	234.0		$	240.2		$	222.1
Net income margin						10.9%			11.9%			11.6%
EBITDA margin(1)						15.0%			16.7%			18.0%

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				December 31,
	2022			2022			2021
$ in millions	Pro Forma			Actual			Actual
Summary Balance Sheet Data
Total current assets		$	622.3		$	512.3		$	482.1
Total current liabilities			349.1			349.1			319.9
Property, plant and equipment, net			148.4			148.4			141.1
Total assets			989.4			879.4			848.3
Total liabilities			1,081.6			429.9			411.1
Total net parent investment			(92.2)			449.5			437.2

(1)

Non-GAAP financial measures

In addition to the results reported in accordance with U.S. GAAP, we have provided information regarding EBITDA and EBITDA margin, which are non-GAAP financial measures and the key measures we use for determining how our business is performing. 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. We believe EBITDA and EBITDA margin are useful measures of our operating performance as they assist investors and debt holders in comparing our performance on a consistent basis without regard to financing methods, capital structure, income taxes or depreciation and amortization methods, which can vary significantly depending upon many factors. Additionally, we believe these metrics are widely used by investors, securities analysts, ratings agencies and others in our industry in evaluating performance.

EBITDA and EBITDA margin 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 and EBITDA margin calculations are derived from amounts included in the combined statements of net income. We do not consider our 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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such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

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such measures do not reflect changes in, or cash requirements for, our working capital needs;

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such measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

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although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and

•

other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.

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

	Years ended December 31,
$ in millions	2022			2021			2020
NET INCOME		$	170.1		$	171.3		$	142.8
Plus:
Interest expense			0.7			0.8			0.4
Income tax expense			41.6			46.5			57.8
Depreciation and Amortization			21.6			21.6			21.1
EBITDA (non-GAAP)		$	234.0		$	240.2		$	222.1
Net Sales		$	1,562.1		$	1,438.8		$	1,232.6
Net income margin			10.9%			11.9%			11.6%
EBITDA margin (non-GAAP)			15.0%			16.7%			18.0%

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should consider carefully the following risks, together with all the other information in this prospectus, including our combined financial statements and notes thereto, before you invest in our common stock. If any of the following risks actually materializes, our business, financial condition and results of operations could be materially adversely affected. As a result, the trading price of our common stock could decline and you could lose part or all of your investment.

Risks Related to Our Business Operations

Cummins is our largest customer. For fiscal year ended 2022, net sales to Cummins accounted for approximately 19% of our net sales. Sales to Cummins joint ventures and to distributors with which Cummins has a relationship also account for a portion of our net sales. A portion of our net sales is dependent upon customer acceptance of and demand for Cummins’ engines or generators that use our filters. This customer concentration increases the risk of fluctuations in our operating results and our sensitivity to any material adverse developments experienced by Cummins. While our relationship with Cummins following the offering will be defined by our first-fit supply agreement and after market supply agreement, we may fail in the future to renew these contracts, and, moreover, even if renewed, Cummins’ purchasing power may give it the ability to make greater demands on us with regard to pricing and contractual terms in general.

Our relationship with Cummins following the offering will be defined by our first-fit supply agreement and aftermarket supply agreement. Cummins may procure supplemental supply of top volume aftermarket products from alternative suppliers for a limited time if we fail to meet certain delivery performance requirements or if we do not offer a product or similar product for sale. The delivery performance requirements will be effective no sooner than 2024 and will require an improvement to current on-time delivery to meet these requirements on a consistent basis.

Cummins historically has not sought competitive bids for filtration products. However, Cummins recently initiated a competitive process to source a selective group of future first-fit programs and associated aftermarket products from its suppliers, including us. Subsequently, we were successful in being awarded this business. In the future, we expect that Cummins will continue to seek competitive bids for new filtration products and, while we will have a preferred supplier relationship with Cummins, we will have to successfully win bids through their bidding process in order to maintain or grow our current level of sales to Cummins and cannot guarantee that Cummins will always select our products. The loss of, or any substantial reduction in sales to, Cummins would have a material adverse effect on our business, financial condition and results of operations. See “Certain Relationships and Related Party Transactions — Relationship with Cummins — First-Fit Supply Agreement” and “Certain Relationships and Related Party Transactions — Relationship with Cummins — Aftermarket Supply Agreement.”

For fiscal year ended 2022, net sales to PACCAR and the Traton Group accounted for approximately 16% and 12%, respectively, of our net sales. We cannot guarantee that PACCAR or the Traton Group will always choose to purchase our products. The loss or cancellation of business from PACCAR or the Traton Group could materially and adversely affect our business, financial condition or results of operations.

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

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

We supply filtration products to many of the largest OEMs for both first-fit and aftermarket, which results in recurring revenue for our products. Our relationships with these OEMs also allow us to be closely attuned to our customers' requirements and preferences and react quickly to any changes. The use of our 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 our products as replacement or repair parts.

We may not be able to maintain our current top OEM relationships in the future or may not become the preferred supplier for additional OEMs. In addition, our 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 our aftermarket end-users, could adversely impact the recurring nature of our aftermarket sales.

We derive significant earnings from investees that we do not directly control.

We earn equity, royalty and interest income from our joint venture in China — Shanghai Fleetguard Filter Co. Ltd., where we indirectly hold 50% of the economic interest. We also earn equity, royalty and interest income from our joint ventures in India — Fleetguard Filter Private Ltd. (“FFPL”), where we directly hold 49.491% of the economic interest (and 50% of the voting interest), and Filtrum Fibretechnologies Pvt. Ltd., where we hold, directly or indirectly, 49.75% of the economic interests (25% directly and 24.75% indirectly through our proportionate ownership of FFPL’s 50% ownership interest). For 2022, we recognized $28.0 million of equity, royalty and interest income from investees, compared to $32.4 million in 2021 and $40.7 million in 2020. Of these amounts, $17.1 million, $16.4 million and $24.9 million, respectively, were from our joint venture in India — FFPL. Although a significant percentage of our net income is derived from these unconsolidated entities (which were approximately 16.5% in 2022, approximately 18.9% in 2021 and approximately 28.5% in 2020, of which approximately 10.1%, approximately 9.6% and approximately 17.4% were from FFPL in 2022, 2021 and 2020, respectively), we do not unilaterally control their management or their operations, which puts a substantial portion of our 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 our net income would likely have a material adverse effect on our business, financial condition or results of operations.

Transactions to implement this offering, the separation and the distribution will constitute a change in control under our joint venture in India, resulting in the loss of rights to board representation, which would effectively result in the loss of the ability to prevent certain significant actions, and may result in a reduction or elimination of dividends.

Under the terms of the FFPL articles of association (the “FFPL Articles”), a change in control occurs when Cummins ceases to have control or ownership in Cummins Filtration Inc. (“CFI”) or loses majority voting rights in CFI. Transactions to implement the offering, the separation and the proposed subsequent distribution of Cummins’ equity interest in us will result in a change in control of CFI under the terms of the FFPL Articles. Upon a change in control, our joint venture partner will hold a 50.51% voting interest in FFPL. In addition, as noted above, CFI will lose its guaranteed right to board representation and a mandatory dividend payment provision will no longer be operative. The loss of these rights may have a material adverse impact on our ability to influence our business operations in India and to access the equity, royalty and interest income from FFPL. See “We derive significant earnings from investees that we do not directly control.”

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

As of December 31, 2022, we employed approximately 4,250 persons worldwide. Approximately 55% of our employees worldwide are represented by various unions under collective bargaining agreements that expire between December 2023 and February 2024. While we have no reason to believe that we will be materially impacted by work stoppages or other labor matters, there can be no

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assurance that future issues with our labor unions will be resolved favorably or that we will not encounter future strikes, work stoppages, or other types of conflicts with labor unions or our 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 on us or may limit our flexibility in dealing with our workforce. In addition, many of our customers and suppliers have unionized work forces. Work stoppages or slowdowns experienced by us, our customers or suppliers could result in slowdowns or closures that would have a material adverse effect on our business, financial condition or results of operations.

Our products are exposed to variability in material and commodity costs.

Our businesses establish prices with our customers in accordance with contractual timeframes; however, the timing of material and commodity market price increases may prevent us from passing these additional costs on to our customers through timely pricing actions, which may lead to an adverse impact on our profit margins. For example, our gross margin decreased by 1.4 percentage points from 2021 (24.4%) to 2022 (23.0%) as a result of our 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 our efforts to reduce our cost structure. Economies around the world have also generally seen significant inflationary pressures since 2021, which may persist in 2023 and beyond. If inflation continues to increase or stays above levels seen in recent years, we could face further material and commodity price fluctuations. As of the date of this prospectus, we have not entered into any hedging arrangements or agreements with respect to the purchase of the commodities used in our products. While we customarily have contractual pricing adjustment mechanisms with our 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 our results of operations and cash flows. In addition, while the use of contractual pricing adjustments may provide us with some protection from adverse fluctuations in commodity prices, we potentially forego 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.

We are vulnerable to raw material, transportation and labor price increases and supply shortages, which have adversely impacted and could continue to adversely impact our operations.

We have experienced supply chain disruptions, including longer lead times for materials used in manufacturing our products and increased commodity prices and related challenges throughout the supply chain. We source a significant number of parts and raw materials critical to our business operations. Any delay in our suppliers’ deliveries may adversely affect our operations at multiple manufacturing locations, forcing us to seek alternative supply sources to avoid serious disruptions. Delays may be caused by factors affecting our suppliers (including the COVID-19 pandemic, 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 travel, commercial and other restrictions due to COVID-19 infections or restrictions or other geopolitical turmoil, we could incur global supply disruptions. Any extended delay in receiving critical supplies could impair our ability to deliver products to our customers and have a material adverse effect on our business, financial condition or results of operations. Our North America plants, in particular, experienced reduced capacity for an extended period throughout 2021 and into 2022, primarily due to a lack of available components. This was primarily due to shortages in steel, resin, other petrochemical products and electronic components, as well as shortages in labor at our suppliers. Additionally, we have experienced plant closures due to COVID-19 restrictions. For example, our Mexico production was suspended for four weeks in 2020, our French facility was closed for one week in 2020, and our Shanghai facility experienced significantly reduced production in 2022.

In addition, the current economic environment has resulted, and may continue to result, in price increases and other volatility and inflation of many of our raw material, transportation and labor costs as a result of many factors, including our suppliers of resin and microprocessors exercising force majeure

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clauses, shortages of steel supply, general inflationary market pressures, pay rate increases at individual facilities and logistical issues, including global transportation delays and rising costs. These challenges can lead to increased material and conversion cost, which in turn leads to increased inventory balances. In 2021 and 2022, we experienced increased commodity prices, including for steel, resin and other petrochemical products. Additionally, shipping has experienced, and is continuing to experience, longer and more volatile time in transit, which further increases inventory balances.

Further, the labor market for skilled manufacturing remains tight as the U.S. economy recovers after the COVID-19 pandemic shutdowns and our labor costs have increased as a result. We have also experienced periodic absenteeism in our plants due to local COVID-19 outbreaks, leading to temporary production reductions. In the United States, in particular, we have experienced difficulty recruiting and retaining labor, leading to lower production and increased costs due to additional recruiting incentives. Material, transportation, labor and other cost inflation has adversely impacted, and could continue to adversely impact, our business, financial condition or results of operations.

Although we have taken a number of actions to mitigate these impacts, including, but not limited to, adding new supply sources, moving production among our 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.

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

Our ability to fulfill customer orders is dependent on our manufacturing and distribution operations. Although we forecast demand, additional plant capacity takes significant time to bring online and thus changes in demand could result in longer lead times. We cannot guarantee that we will be able to adjust manufacturing capacity, in the short-term, to meet higher customer demand. For example, the COVID-19 pandemic caused lower levels of production at our manufacturing plants, including a four-week government-mandated shutdown at our manufacturing plant in Mexico, labor shortages, manufacturing disruptions and temporary shutdowns of business at some of our customers and suppliers. 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 we may not be capable of achieving. Unacceptable levels of service for key customers may result if we are 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 our manufacturing operations, we may be unable to timely respond to fluctuations in demand, which could adversely impact our business, financial condition or results of operations.

While we have not experienced significant global surges or declines in demand, for much of 2022, overall demand exceeded our ability to fully meet such demand, resulting in an elevated level of backlog. As we moved through 2022, there was a reduction in these backlogs from peak levels, and we expect further stabilization in the first half of 2023.

We face significant competition in the markets we serve and maintaining a competitive advantage requires consistent investment with uncertain returns.

The businesses and product lines in which we participate are very competitive and we risk 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. Our customers continue to seek technological innovation, productivity gains and competitive prices from us and their other suppliers. As a result of these and other factors, if we do not meet our customers’ expectations, we may not be able to compete effectively.

Additionally, we operate in highly competitive markets and have numerous competitors who are well-established in those markets. Our competitors include companies that may have greater name recognition or financial, technical, operational, marketing or other resources than us. We expect our

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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. We believe that we have certain technological advantages over our competitors in the markets in which we operate, but maintaining these advantages requires us to consistently invest in research and development, sales and marketing and customer service and support. There is no guarantee that we will be successful in maintaining these advantages.

The competitive environment in which we operate is also subject to change. There is no guarantee that we will be successful in implementing new product expansions, as we may fail to successfully complete product development or achieve the level of sales for these products that we expect. 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 we do, they could reach the market before we do or gain broader market acceptance.

Evolving customer needs and developing technologies may threaten our 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, our core markets may be impacted by technology transitions including transition to battery-electric vehicles, fuel cell electric vehicles and alternate power sources. Substantially all of our 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, imposing more stringent emissions standards and requiring higher fuel efficiency. 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 our products. Moreover, on November 15, 2019, Cummins, our largest customer, established a new set of goals for 2030 as part of their environmental sustainability strategy. Among these new goals is reducing GHG from facilities and operations by 50% and from newly sold products by 25%. As a result of these risks, and as we have seen OEMs begin to invest heavily in these new technologies and launch new non internal combustion engines, we have been working, and continue to work, to expand our product offerings across industries and application types, including electric powertrain and fuel cells, among others. However, there can be no assurance that we will be successful in doing so, or even if we are successful, that such new products will generate the same revenue or margin as internal combustion engine filtration products. Such disruptive innovation could create new markets for others and displace existing companies and products. If we are unsuccessful in adapting our technologies or expanding into adjacent markets, these disruptions could result in significant negative consequences for our company. Our future growth is dependent on properly addressing future customer and end-user needs and adapting our products in line with global technology trends.

We rely on our executive leadership team and other key personnel as a critical part of our human capital resources.

We depend on the skills, institutional knowledge, working relationships and continued services and contributions of key personnel, including our executive leadership team as critical parts of our human capital resources. In addition, our ability to achieve our operating and strategic goals depends on our ability to identify, hire, train and retain qualified individuals. We compete with other companies both within and outside of our industry for talented personnel and we 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 our results of operations, financial condition and cash flows.

In particular, our continued success will depend in part on our ability to retain the talents and dedication of key employees. As of December 31, 2022, we employed approximately 350 total technical

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resources. As of December 31, 2022, 48% of our technical employees are employed outside the United States, in India, China and France, many of whom we consider key employees. If enough key employees terminate their employment or become ill or otherwise cannot work as a result of the COVID-19 pandemic or otherwise, our business activities may be adversely affected and our management team’s attention may be diverted. In addition, we may not be able to locate suitable replacements for any key employees who leave.

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

We periodically evaluate potential strategic acquisition or investment opportunities and consider divestitures of non-strategic business lines and have historically pursued and undertaken certain of those opportunities. For example, in 1987 and 1994, we established our joint ventures in India and China, respectively, for our entry into those two markets, and have continued to explore additional joint ventures since then. Acquisitions, joint ventures and strategic investments could negatively impact our 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 us from realizing the anticipated return on our investment. Additionally, we 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. We cannot assure you that we 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 our 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 our results of operations, financial condition and cash flows. Further, during the pendency of a proposed transaction, we 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 our 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 our business, financial condition or results of operations. Failure to complete any such planned transaction may adversely impact our business, financial condition or results of operations.

Our long term performance targets assume certain ongoing productivity improvements; if we do not successfully manage productivity improvements, we may not realize the expected benefits.

Our long term performance targets assume certain ongoing productivity improvements as a key component of our business strategy to, among other things, contain operating expenses, increase operating efficiencies and align manufacturing capacity to demand. We may not be able to realize the expected benefits and cost savings if we do not successfully execute these plans while continuing to invest in business growth. Factors that can cause us to not realize expected benefits or execute our 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 our business, financial condition or results of operations.

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

Three customers each accounted for 10% or more of our net sales in 2022 and 2021. Cummins is one of our key customers and accounted for approximately 19% of our net sales in 2022. While our

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relationship with Cummins will be secured through our first-fit supply agreement and aftermarket supply agreement, Cummins operates in both global off-highway and on-highway industries and is subject to the cyclicality of those industries. A number of our 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 our business to additional risk based on our customers’ respective economic conditions. Our success is also dependent on retaining key customers, which requires us to successfully manage relationships and anticipate the needs of our customers in the channels in which we sell our products. Changes in the economic conditions could materially and adversely impact our business, financial condition or results of operations.

Unexpected events, including natural disasters, may increase our cost of doing business or disrupt our 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 or other catastrophe in countries in which we operate or in which our suppliers are located.

Such an event could result in physical damage to and complete or partial closure of one or more of our 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 our products to customers and disruption of information systems. Prior to the distribution, Cummins’ existing insurance coverage, and following the distribution, the insurance coverage we expect to enter into, may not provide protection for all costs that may arise from any such event. Any disruption in our operations could have an adverse impact on our ability to meet our customer needs or may require us to incur additional expense in order to produce sufficient inventory. Certain unexpected events could adversely impact our business, financial condition or results of operations.

Our business is exposed to potential warranty claims.

We face an inherent business risk of exposure to warranty claims if our products’ failure to perform to specification results, or is alleged to result in property damage. At any given time, we are subject to various and multiple warranty claims, any one of which, if decided adversely to us, may have a material adverse effect on our reported results of operation in the period in which our liability with respect to any such claim is recognized.

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

Our products are subject to recall for performance or safety-related issues. Product recalls subject us to reputational risk, loss of current and future customers, reduced revenue and product recall costs. Product recall costs are incurred when we decide, 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, quality issues were identified with a particular application of a fuel heater, which primarily impacted one customer, resulting in a recall campaign. See Note 11, “PRODUCT WARRANTY LIABILITY” to the historical combined financial statements for additional details. Any significant product recalls could have material adverse effects on our results of operations, financial condition 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 us and could adversely affect our business, financial condition or results of operations.

Our long-term success depends on our ability to market innovative competitive products. We own a number of patents, trade secrets, copyrights, trademarks, trade names and other forms of intellectual property related to our products and services throughout the world and the operation of our business, which we rely on to distinguish our services and solutions from those of our competitors. Patents have a limited life and, in some cases, have expired or will expire in the near future. We also have non-exclusive

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rights to intellectual property owned by others in certain of our markets. For example, some of our products may include components that are manufactured by our competitors. Our intellectual property may be challenged, invalidated, stolen, circumvented, infringed or otherwise violated upon by third parties or we 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 our business increases the risk that our intellectual property may be subject to infringement, theft or other unauthorized use or disclosure by others. Our ability to protect and enforce intellectual property rights, including through litigation or other legal proceedings, also varies across jurisdictions and in some cases, our ability to protect our 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. Our inability to obtain sufficient protection for our intellectual property, or to effectively maintain or enforce our intellectual property rights, could lead to reputational harm and/or adversely impact our competitive position, business, financial condition or results of operations.

Competitors and others may also initiate litigation or other proceedings to challenge the scope, validity or enforceability of our intellectual property or allege that we infringed, misappropriated or otherwise violated their intellectual property. Any litigation or proceedings to defend ourselves 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 our favor. If we are unable to successfully defend against claims that we have infringed the intellectual property rights of others, we 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 our business, financial condition or results of operations. We 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 us, or at all. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

As a public company, we will be required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. In addition, beginning with our second annual report on Form 10-K, we expect we will be required to furnish a report by management on the effectiveness of our internal control over financial reporting, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Our independent registered public accounting firm will also be required to express an opinion as to the effectiveness of our internal control over financial reporting. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating.

The process of designing, implementing and testing the internal control over financial reporting required to comply with this obligation is time-consuming, costly and complicated. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our historical combined financial statements and harm our results of operations. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be negatively affected and we may default on outstanding debt obligations. We could also become subject to investigations by the NYSE, the Securities and Exchange Commission (the “SEC”), or other regulatory authorities, which could require additional financial and management resources.

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Risks Related to Legal and Regulatory Issues

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

Third parties may illegally make, distribute and sell counterfeit versions of our products that do not meet the standards of our 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, we may be associated with negative publicity resulting from such incidents. Although we proactively monitor the existence of counterfeit products and initiate actions to seize, remove them from sale or destroy, we may not be able to prevent third parties from manufacturing, selling or purporting to sell counterfeit products competing with our products, which may negatively impact our sales, brand reputation, business, financial condition or results of operations.

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

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

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 our worldwide markets are unpredictable and subject to change. Any delays in implementation or enforcement could result in a loss of our competitive advantage and could have a material adverse impact on our business, financial condition or results of operations.

We operate our 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 our products and our competitive position.

We manufacture, sell and service products globally and rely upon a global supply chain to deliver the raw materials, components, systems and parts that we need to manufacture and service our products. Changes in laws, regulations and government policies on foreign trade and investment can affect the demand for our products and services, causing customers and end-users to shift preferences toward domestically manufactured or branded products and impact the competitive position of our products or prevent us from being able to sell products in certain countries. Our 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 our ability to capitalize on current and future growth opportunities in international markets, impair our ability to ship media from our plant in South Korea directly to our joint venture partners, impair our ability to expand the business by offering new

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technologies, products, and services, and could adversely impact our production costs, customer and end-user demand and our relationships with customers and suppliers. Any of these consequences could have a material adverse effect on our business, financial condition or results of operations.

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 our 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 our ability to collect receivables, provide aftermarket and warranty support for our products, sell products, and otherwise impact our reputation and business, any of which could have a material adverse effect on our business, financial condition or results of operations. Moreover, the enforceability of contracts in China, especially with governmental entities, including state-owned enterprises, is relatively uncertain. If counterparties repudiated our contracts or defaulted on their obligations, we might not have adequate remedies. Such uncertainties or inability to enforce our contracts could materially and adversely affect our business, financial condition or results of operations.

Additionally, the ongoing crisis related to Russia’s military operation in Ukraine 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. We took steps to wind down operations expeditiously, and this may expose us to customer claims and other inherent risks. Additionally, although we seek to comply with all applicable regulations, these laws and regulations are complex, frequently changing, and increasing in number and there is a risk that we will not be compliant with all relevant regulations at all times. Such potential violations could have material adverse effects on our reputation, brand, business, financial condition or results of operations.

We are subject to income taxes in the U.S. and numerous international jurisdictions. Our 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 our tax return preparation process. Additionally, we 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 us and, as a result, assess additional taxes against us. We may have to engage in litigation to achieve the results reflected in our tax estimates, and such litigation may be time consuming and expensive. We regularly assess the likely outcomes of any audits in order to determine the appropriateness of our tax provision. The amounts ultimately paid upon resolution of these or subsequent tax audits could be materially different from the amounts previously included in our income tax provisions and accruals, which could materially and adversely affect our business, financial condition or results of operations.

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

The U.S. Congress, government agencies in non-U.S. jurisdictions where we and our 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 we do business could change on a prospective or retroactive basis, and any such changes could adversely affect our business, financial condition or results of operations.

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Our 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 our operations, we are 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. Our 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 our Code of Business Conduct. Violations of these laws may result in severe criminal or civil sanctions, could disrupt our business and result in an adverse effect on our reputation, business and results of operations, financial condition and cash flows. We cannot predict the nature, scope or effect of future regulatory requirements to which our operations might be subject or the manner in which existing laws might be administered or interpreted.

We are 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 our business and our employees. As part of our business, we deal 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 we operate lack a developed legal system and have higher than normal levels of corruption. Our continued expansion outside the United States, including in China, India and developing countries, and our development of new partnerships worldwide, could increase the risk of FCPA, OFAC or Bribery Act violations in the future. Despite our policies, procedures and compliance programs, our internal control and compliance systems may not be able to protect us from prohibited acts willfully committed by our employees, agents or business partners that would violate such applicable laws and regulations. Additionally, there can be no assurance that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage or provide a defense to any alleged violation. In particular, we may be held liable for the actions that our joint venture partners take inside or outside of the United States, even though our partners may not be subject to these laws. Any such improper acts could damage our reputation, subject us to civil or criminal judgments, fines or penalties, and could otherwise disrupt our business.

Our operations are also subject to certain antitrust and competition laws in the jurisdictions in which we conduct our business, in particular the United States and Europe. These laws prohibit, among other things, anticompetitive agreements and practices. If any of our commercial agreements or practices are found to violate or infringe such laws, we may be subject to civil and other penalties. We 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 our reputation and could have a material adverse effect on our business, financial condition or results of operations.

From time to time, we are subject to litigation or other commercial disputes and other legal and regulatory proceedings relating to our 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, we cannot accurately predict their ultimate outcome, including the outcome of any related appeals. An unfavorable outcome could materially adversely impact our business, financial condition and results of operations. Furthermore, as required by U.S. GAAP, we establish reserves based on our assessment of contingencies, including contingencies related to legal claims asserted against us. Subsequent developments in legal proceedings may affect our assessment and estimates of the loss contingency recorded as a reserve and require us to make payments in excess of our reserves, which could have an adverse effect on our business, financial condition or results of operations.

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We 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 our 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, recent proposed SEC rulemaking to enhance disclosures regarding the effects of climate change could increase our reporting and compliance costs. 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. We believe these reporting requirements could increase our 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 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 our global businesses and products is dependent on the timing, scope and design of the mandates or standards, we are currently unable to predict the potential impact. Moreover, as discussed in “— Risks Related to Our Business Operations — Evolving customer needs and developing technologies may threaten our 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 our products and could have a material adverse effect on our business, financial condition or results of operations.

Our operations are subject to increasingly stringent environmental laws and regulations, and we are also subject to laws requiring cleanup of contaminated property.

Our plants and operations are subject to increasingly stringent environmental laws and regulations in all of the countries in which we operate, 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 we believe that we are in compliance in all material respects with these environmental laws and regulations, there can be no assurance that we 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. We are 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 our plants and operations or those of our predecessors. If a release of hazardous substances occurs at or from any of our (or our predecessors’) current or former properties or at a landfill or another location where we or our predecessors have disposed of (or arranged for the disposal of) hazardous materials, we may be held liable for the contamination and the amount of such liability could be material.

Risks Related to Cybersecurity and Information Technology Infrastructure

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

We rely on the capacity, reliability and security of our information technology environment and data security infrastructure in connection with various aspects of our business activities. We also rely on our ability to expand and continually update these technologies and related infrastructure in response to the changing needs of our business. As we implement new technologies, they may not perform as expected. We face the challenge of supporting our older technologies and implementing necessary

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upgrades. In addition, some of these technologies are managed by third-party service providers and are not under our direct control. If we experience a problem with an important technology, including during upgrades and/or new implementations of technologies, the resulting disruptions could have an adverse effect on our business and reputation. As customers and end-users adopt and rely on cloud-based digital technologies and services we offer, any disruption of the confidentiality, integrity or availability of those services could have an adverse effect on our business and reputation.

Our operations routinely involve collecting, receiving, storing, processing and transmitting personal, sensitive and other confidential information pertaining to our business, customers, end-users, dealers, suppliers, employees and other sensitive matters. The data handled by our technologies is vulnerable to security threats. In addition, our 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, we have 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, as a result of the COVID-19 pandemic a large percentage of our salaried employees continue to work remotely full or part-time. This remote working environment may pose a heightened risk for security breaches or other disruptions of our information technology environment. The impact of a significant information technology event on either our information technology environment or our products could negatively affect the performance of our products, our reputation, and competitive position.

While we continually work to safeguard our 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 our security measures, loss of business partners, and negative publicity that could adversely affect our brand, reputation, business, results of operations and financial condition. As of the date hereof, we are insured under Cummins’ general liability and cyber liability insurance policies. Pursuant to the separation agreement and certain other agreements with Cummins, we will continue to be insured under Cummins’ insurance policies until the distribution. Following the distribution, we will be responsible for obtaining and maintaining at our own cost our own insurance coverage. Prior to the distribution, Cummins’ existing insurance policies, and following the distribution, the insurance policies we expect to enter into, may not cover, or may cover only a portion of, any potential claims related to such events or may not be adequate to indemnify us for all or any portion of liabilities that may be imposed or defense costs incurred. We also cannot be certain that prior to the distribution Cummins’ existing insurance coverage will continue to be available, or that following the distribution we will be able to find 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.

A number of our operations depend on sophisticated information technology and infrastructure, which may be disrupted by the separation.

Prior to the completion of this offering and in connection with the separation, we will substantially change a number of our business processes, including changes in our financial reporting and supply chain processes and with respect to where and from whom we obtain information technology systems. In order to support the new business processes under the terms of our transitional services agreement with Cummins, we will make significant configuration, process and data changes within many of the information technology systems we use. If our information technology systems and processes are not sufficient to support our business and financial reporting functions, or if we fail to properly implement our new business processes, manufacturing, shipping, invoicing or other critical operating activities may be interrupted or negatively affected, and our financial reporting may be delayed or inaccurate and, as a result, our business, financial condition and results of operations may be materially adversely

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affected. Even if we are able to successfully configure and change our systems, all technology systems, even with implementation of security measures, are vulnerable to disability, failures or unauthorized access. If our information technology systems were to fail or be breached, this could materially adversely affect our reputation and our ability to perform critical business functions, and sensitive and confidential data could be compromised.

Risks Related to Finance and Financial Market Conditions

We are subject to foreign currency exchange rate and other related risks.

We conduct operations in many areas of the world involving transactions denominated in a variety of currencies. We are subject to foreign currency exchange rate risk to the extent that our costs are denominated in currencies other than those in which we earn revenues. In addition, since our 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 our results of operations, financial condition and cash flows. For example, 38% of our net sales in 2022 were denominated in a currency other than the U.S. dollar. Additionally, the appreciation of the U.S. dollar against foreign currencies could have a negative impact on our consolidated results of operations due to translation impacts. 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 we will be able to establish the same program as Cummins or at similar costs.

We have 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 our operating income.

Goodwill amounted to approximately $84.7 million as of December 31, 2022. As required under current accounting rules, we assess 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, 2022, management has deemed there is no impairment of our recorded goodwill. However, if future operating performance at one or more of our operating units were to fall significantly below forecast levels or if market conditions for one or more of our acquired businesses were to decline, we could be required to incur a non-cash charge to operating income for impairment. Management will continue to monitor our operating results, our 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

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

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public health crises, including the spread of a contagious disease, such as COVID-19 and other catastrophic events;

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the difficulty of enforcing agreements and collecting receivables through foreign legal systems;

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trade protection measures and import or export licensing requirements;

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the imposition of taxes on foreign income and tax rates in certain foreign countries that exceed those in the U.S.;

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the imposition of tariffs, exchange controls, sanctions or other restrictions;

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difficulty in staffing and managing widespread operations and the application of foreign labor regulations;

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required compliance with a variety of foreign laws and regulations; and

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changes in general economic and political conditions, including changes in relationship with the U.S., in countries where we operate, particularly in China, Russia and other emerging markets.

As we continue to operate and grow our business globally, our success will depend, in part, on our 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 our multinational operations will not have a material adverse effect upon us.

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

We currently have significant operations in China, including a joint venture and our wholly-owned subsidiary Cummins Filtration China. In 2022, total sales in China, including consolidated and non-consolidated sales from our joint venture, were approximately $233.0 million, a decrease of $97.0 million compared to approximately $330 million in 2021. 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 our end markets. Among the cities impacted by these lockdowns was Shanghai, which resulted in the shutdowns of our and our China JV’s Shanghai-based facilities, and the results from our China operations were adversely impacted for the year ended December 31, 2022 as a result of the shutdowns. Equity, royalty and interest income from our China JV for 2022 was $5.3 million, a decrease of $4.9 million compared to $10.2 million for 2021. To the extent lockdowns continue to be used to combat COVID-19, we expect they would contribute to further disruptions in the global supply chain, which may negatively impact both our net sales and profitability going forward. Given the unpredictable nature of COVID-19 and the response to it, we cannot predict the impact on future quarters at this time. In addition, any increased trade barriers or restrictions on global trade, especially trade with China, could adversely impact our competitive position, results of operations, financial condition and cash flows.

In 2022, prior to Russia’s military operation in Ukraine, we had a retail presence in Russia, with less than 1.0% of our net sales being generated there in 2022, down from 2.5% in 2021. As a result of the sanctions announced to date against Russia by the U.S. and other countries, including restrictions on selling or importing goods, services or technology in or from affected regions and travel bans and asset freezes impacting connected individuals and political, military, business and financial organizations in Russia, we have suspended our activities in Russia. The U.S. and other countries could impose wider sanctions and take other actions should the conflict escalate further. It is not possible to predict the broader consequences of this conflict, which could impact our sales, cash flow, and results of operations. Following the Cummins Board of Directors’ decision on March 17, 2022 to suspend all commercial operations in Russia indefinitely, we have taken action to wind down our operations in Russia. As a result of this suspension, we incurred costs of approximately $2.3 million in 2022. See Note 3, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” to the combined financial statements for additional details. The aggregate impact of winding down our business and operations in Russia was not material to our overall business because we had no assets or capital in Russia at risk, and historically our operations have been limited to the distribution and sale of our products, for which Russia represented less than 1.0% of our net sales in 2022. However, such impact is not yet known and there is a risk that, despite our expectation, such winding-down could negatively impact our business, financial condition, cash flows and results of operations in this region.

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

Our business is sensitive to global macroeconomic conditions. Future macroeconomic downturns may have an adverse effect on our business, results of operations and financial condition, as well as on our distributors, customers, end-users and suppliers, and on activity in many of the industries and markets we serve. Among the economic factors which may have such an effect are: public health crises such as pandemics and epidemics, including the COVID-19 pandemic, currency exchange rates,

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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, we experienced a 3.8% decline in net sales during 2020 compared to the previous year. Most economies across the world slowed and, although we saw a recovery in 2021 (16.7% growth in net sales in 2021 compared to 2020) and 2022 (8.6% growth in net sales in 2022 compared to 2021), there is still uncertainty as to whether the recovery will be sustained. If any or all of these major markets that we sell to were to endure a continued slowdown or recession due to the impacts of the COVID-19 pandemic, other public health crises, epidemics or pandemics or otherwise decline, it could have a material adverse effect on our results of operations, financial condition and cash flows. Additionally, in response to rising rates of inflation, the Federal Reserve Board increased the benchmark federal funds interest rates multiple times in 2022, and has signaled that there may be additional federal funds interest rate increases during 2023. This rising rate environment and the speed with which it has been occurring could have a material adverse effect on our business, financial condition or results of operations.

In addition, we face several risks associated with international business and are subject to global events beyond our 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 our reputation, business, financial condition or results of operations. There may be changes to our 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.

In February 2022, Russian military forces launched significant military action against Ukraine. The impact to Ukraine and Russia, as well as actions taken by other countries, including new and stricter sanctions by the U.S., Canada, the United Kingdom, the European Union and other countries and organizations against officials, individuals, regions, and industries in Russia, Ukraine and Belarus. Each country’s potential response to such sanctions, tensions, and military actions could have a material adverse effect on our business, financial condition and results of operations. It is not possible to predict the broader consequences of this conflict, including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports. These consequences are likely to cause regional instability, geopolitical shifts, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. Although we have increased our cybersecurity monitoring and taken other steps to manage contingency planning in response to the conflict, the situation remains uncertain. While it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in response to the conflict could impact our business, financial condition or results of operations.

The COVID-19 pandemic disrupted our operations and may have a material adverse effect on our business and financial condition if governments impose restrictive measures to prevent future outbreaks that affect our operations.

The outbreak of COVID-19 in early 2020, along with the response to the pandemic by governmental and other actors, disrupted our operations and may have negative impacts on our operations in the future, which impact may be material. The pandemic triggered a significant downturn in our markets globally, which negatively impacted our sales and results of operations during 2020. While the majority of the negative impacts to demand largely subsided in 2021, we still experienced supply chain disruptions and the related financial impacts reflected as increased cost of sales in 2022. As we head into 2023, cases of coronavirus and other respiratory diseases could increase, the severity of which could provoke government lockdowns and impact our existing supply chain by delaying the delivery of materials used in our products. Additionally, we are unable to predict the impact of the ongoing governmental regulations that may be imposed in response to this or other pandemics.

Further, our industry was, and to some extent, continues to be, impacted by supply chain constraints leading to shortages across multiple components categories and limiting our collective ability to meet end-user demand. Our customers also are experiencing other supply chain issues and slowing production.

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Should the supply chain issues continue for an extended period of time, or the improvement we are seeing reverse course, the impact on our production and supply chain could have a material adverse effect on our results of operations, financial condition and cash flows. Our management team continues to monitor and evaluate all of these factors and the related impacts on our business and operations. We worked diligently to minimize the supply chain impacts to our business and to our customers in response to the risks and negative impacts associated with the COVID-19 pandemic, and we are continuing to do so. However, the financial impact to us cannot be forecasted accurately at this time and there can be no assurance that these improvements that we are seeing will continue in the future.

Risks Related to the Separation, the Distribution and our Relationship with Cummins

The anticipated benefits of the separation may not be achieved and the separation may adversely affect our business.

The anticipated benefits of the separation may not be achieved due to inherent risks associated with the separation. If these risks materialize, they may prevent us from achieving the anticipated benefits of the separation and our results of operation, financial conditions, prospects and business could be materially and adversely affected. These risks include, among others:

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as a current part of Cummins, our businesses benefit from Cummins’ size and purchasing power in procuring certain goods, services and technologies. After the separation, as a separate entity, we may be unable to obtain these goods, services and technologies at prices or on terms as favorable as those Cummins obtained prior to the separation;

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the actions required to separate our and Cummins’ respective businesses could disrupt our and Cummins’ operations and divert management’s attention away from operating and growing our business;

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certain costs and liabilities that were otherwise less significant to Cummins as a whole will be more significant for us as a separate company;

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we will incur one-time costs in connection with the transition to being a separate, publicly-traded company, and those costs may be higher than anticipated;

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we may also incur recurring costs for certain functions previously performed by Cummins, such as accounting, tax, legal, human resources and other general administrative functions that are higher than the amounts reflected in our historical financial statements;

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following the separation, we may be more susceptible to capital market fluctuations and other adverse events than if we were still a part of Cummins;

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following the separation, our business will be less diversified than Cummins’ business prior to the separation;

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to preserve the tax-free treatment of the separation and distribution for U.S. federal income tax purposes to Cummins, if pursued, under the tax matters agreement that we will enter into with Cummins, we will be restricted from taking any action that prevents such transactions from being tax-free for U.S. federal income tax purposes. These restrictions may limit our ability to pursue certain strategic transactions or engage in other transactions that might increase the value of our business; and

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the separation will require us to implement interim operational arrangements in certain markets, such as Mexico, due to regulatory requirements, the need to obtain consents from local governmental authorities, and other business reasons, which may introduce additional complexity to our business than if we were still part of Cummins.

If we fail to achieve some or all of the benefits expected to result from the separation, or if such benefits are delayed, our business, financial condition or results of operations could be adversely affected.

As a result of the separation, we will lose Cummins’ reputation, economies of scale, capital base and other resources and may experience difficulty operating as a standalone company.

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Our association with Cummins has contributed to the relationships we have with certain significant customers and suppliers due to the relationship those customers and suppliers had with Cummins. Currently, Cummins cooperates in selling our products to its customers. After the separation, we 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 our products.

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

Further, because we have no experience operating as a standalone company in the past, we may encounter difficulties doing so in the future. For example, if we do not accurately estimate the level of resources required to operate as a standalone company, we 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 our business from Cummins, including incurring accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring or reassigning our personnel, costs related to establishing a new brand identity in the marketplace and costs to separate information systems and creating standalone administrative units in our business post-separation. Our business, financial condition and results of operations could be materially adversely affected if we have difficulty operating as a standalone company, fail to acquire assets that prove to be important to our operations, or incur unexpected costs as we separate our assets from Cummins’ assets or integrate newly-acquired assets.

Upon completion of this offering, we will qualify as a “controlled company” within the meaning of the corporate governance standards of the NYSE because Cummins will control a majority of the voting power of our outstanding common stock entitled to vote in the election of directors. A “controlled company” may elect not to comply with certain corporate governance requirements of the NYSE. Consistent with this, the separation agreement will provide that, for so long as we are a “controlled company,” we will take advantage of available “controlled company” exemptions from compliance with certain corporate governance requirements under NYSE rules, including:

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the requirement that a majority of the board of directors consist of independent directors;

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the requirement that our governance and nominating committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities or if no such committee exists, that our director nominees be selected or recommended by independent directors constituting a majority of the Board’s independent directors in a vote in which only independent directors participate;

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the requirement that our talent management and compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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the requirement for an annual performance evaluation of our governance and nominating committee and talent management and compensation committee.

Following this offering, we intend to utilize certain of these exemptions. While these exemptions are available to us as a controlled company, we recognize the value of independent directors as we establish a new company and intend to transition to a majority independent board, majority independent talent management and compensation committee and majority independent governance and

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nominating committee. We expect to have a majority independent audit committee upon this offering and will transition to a fully independent audit committee within the first twelve months after this offering.

Following the completion of the offering, Cummins will continue to have significant control over us for a period of time, which could continue indefinitely, preventing you and other stockholders from influencing significant decisions.

Immediately following the completion of this offering, Cummins will own approximately % of our outstanding common stock (or % if the underwriters exercise their option to purchase additional shares in full). Cummins has indicated that, following completion of the offering, it intends to divest its interest in us. However, Cummins is under no obligation to do so or to dispose of any of its shares of our common stock, whether pursuant to the distribution or otherwise. A determination whether to effect the distribution or other disposal of any of our shares of common stock, and the timing thereof, is within Cummins’ sole discretion. If the distribution does not occur, or if Cummins does not otherwise dispose of its shares of our common stock, the risks relating to Cummins’ control of us will continue to be relevant to our stockholders. These risks include reduced liquidity of our shares of common stock and extended control of our business by Cummins. The liquidity of shares of our common stock in the market would be more constrained than if the distribution had occurred, as up to % of our common stock would continue to be held by Cummins, which would reduce liquidity and could depress the price of our common stock.

For so long as Cummins controls the majority of the voting power of our outstanding common stock, it will determine the outcome of all corporate actions requiring stockholder approval. Even if Cummins were to dispose of certain of its shares of our common stock such that it would control less than a majority of the voting power of our outstanding common stock, it would likely be able to influence the outcome of corporate actions so long as it retains a significant portion of our common stock. During the period of Cummins’ significant ownership, investors in this offering may not be able to affect the outcome of such corporate actions. For such time as Cummins owns a controlling interest in or a significant portion of our common stock, it generally will be able to control or significantly influence, directly or indirectly and subject to applicable law, all matters affecting us, including:

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the election of directors;

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determinations with respect to our business direction and policies, including the appointment and removal of officers;

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determinations with respect to corporate transactions, such as mergers, business combinations or the acquisition or the disposition of assets;

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our financing and dividend policy;

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termination of, changes to or determinations under our agreements with Cummins relating to the separation;

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changes to any other agreements that may adversely affect us;

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determinations with respect to our tax returns; and

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compensation and benefits programs and other human resources policy decisions.

Because Cummins’ interests may differ from ours or from those of our other shareholders, actions that Cummins takes with respect to us, as our controlling shareholder, may not necessarily be in the best interest of our other shareholders.

The separation agreement and other agreements to be entered into in connection with the separation will determine the allocation of assets and liabilities between Cummins and us following the separation for those respective areas and will include any necessary indemnifications related to liabilities and obligations. The transition services agreement will provide for the performance of certain services by

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Cummins and us for the benefit of the other for a period of time after the separation. We will rely on Cummins after the separation to satisfy its performance and payment obligations under these agreements. If Cummins is unable to satisfy its obligations under these agreements, including its indemnification obligations, we could incur operational difficulties or losses. If we do not have in place our own systems and services, or if we do not have agreements with other providers of these services once certain transaction agreements expire, we may not be able to operate our businesses effectively and our profitability may decline. We are in the process of creating our own, or engaging third parties to provide, systems and services to replace many of the systems and services that Cummins currently provides to us. However, we may not be successful in implementing these systems and services or in transitioning data from Cummins’ systems to us. In addition, we have 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 our transition services agreement. The level of this informal support may diminish following this offering and may be eliminated following the distribution.

In addition, we expect this process to be complex, time-consuming and costly. We also are establishing or expanding our own tax, treasury, internal audit, investor relations, corporate governance and listed company compliance and other corporate functions. We expect to incur one-time costs to replicate, or outsource from other providers, these corporate functions to replace the corporate services that Cummins historically provided us prior to the separation. Any failure or significant downtime in our 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 us with support could negatively impact our results of operations or prevent us from paying our suppliers and employees, executing business combinations and foreign currency transactions or performing administrative or other services on a timely basis, which could negatively affect our results of operations.

In particular, our day-to-day business operations rely on our information technology systems. A significant portion of the communications among our personnel, customers and suppliers take place on our information technology platforms. We expect 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 our 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 our business, financial condition and results of operations.

In addition, our historical combined 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 being transferred to us in connection with the separation. The value of the assets and liabilities we assume in connection with the separation could ultimately be materially different than such attributions, which could have a material adverse effect on our business, financial condition or results of operations.

Because of their current or former positions with Cummins, certain of our executive officers and directors own equity interests in Cummins. Continuing ownership of shares of Cummins common stock and equity awards could create, or appear to create, potential conflicts of interest if we and Cummins face decisions that could have implications for both Cummins and us, after the separation. In addition, certain of Cummins’ current executive officers also serve as directors of our company, and this could create, or appear to create, potential conflicts of interest when we and Cummins encounter opportunities or face decisions that could have implications for both companies following the separation or in connection with the allocation of such directors’ time between Cummins and us. These potential conflicts could arise, for example, over matters such as the desirability of changes in our business and operations, funding and capital matters, regulatory matters, matters arising with respect to the separation agreement and other agreements with Cummins relating to the separation or otherwise, employee retention or recruiting or our dividend policy.

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

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

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

If Cummins completes the distribution, and there is later a determination that the separation, the debt-for-equity exchange and/or the distribution is taxable for U.S. federal income tax purposes because the facts, assumptions, representations or undertakings underlying the IRS private letter ruling and/or any tax opinion of a nationally recognized law or accounting firm are incorrect or for any other reason, then Cummins and its stockholders could incur significant U.S. federal income tax liabilities, and we could incur significant liabilities.

Cummins received a private letter ruling from the IRS substantially to the effect that, among other things, the separation and distribution 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 Internal Revenue Code (the “Code”). If the distribution is pursued, completion by Cummins of the distribution may be conditioned on, among other things, the receipt of an opinion of a nationally recognized law or accounting firm, to the effect that, among other things, the distribution 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 private letter ruling Cummins received relies, and if the distribution is pursued the opinion of a nationally recognized law or accounting firm would rely, on certain facts, assumptions, representations and undertakings from Cummins and us regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations or undertakings are incorrect or not otherwise satisfied, Cummins and its stockholders may not be able to rely on the private letter ruling or the opinion of a nationally recognized law or accounting firm and could be subject to significant tax liabilities. Notwithstanding the private letter ruling and opinion of a nationally recognized law or accounting firm, the IRS could determine on audit that the separation, the debt-for-equity exchange and/or the distribution is taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated or if it disagrees with the conclusions in the opinions that are not covered by the private letter ruling, or for other reasons, including as a result of certain significant changes in the stock ownership of Cummins or us after the distribution. If the separation, the debt-for-equity exchange and/or the distribution is determined to be taxable for U.S. federal income tax purposes, Cummins and/or its stockholders could incur significant U.S. federal income tax liabilities, and we could also incur significant liabilities.

To preserve the tax-free treatment for U.S. federal income tax purposes to Cummins of the separation, debt-for-equity exchange and distribution (if pursued), under the tax matters agreement that we will enter into with Cummins, we will be restricted from taking any action that prevents the separation, debt-for-equity exchange and distribution (if pursued) from being tax-free for U.S. federal income tax purposes. Under the tax matters agreement, for the two-year period following the distribution (if pursued), as described in the section entitled “Certain Relationships and Related Party Transactions — Relationship with Cummins — Tax Matters Agreement — Preservation of the Tax-Free Status of Certain Aspects of the Separation and Distribution,” we will be subject to specific restrictions on our ability to discontinue the active conduct of our trade or business, issue or sell stock or other securities (including securities convertible into our stock but excluding certain compensatory arrangements), sell our assets outside the ordinary course of business and enter into any other corporate transaction which would cause us to undergo a 50% or greater change in our stock ownership (taking into account any change as a result of the debt-for-equity exchange). These restrictions may limit our

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ability to pursue certain strategic transactions or other transactions that we may believe to be in the best interests of our stockholders or that might increase the value of our business, and generally reduce our strategic and operating flexibility. These restrictions will not limit the acquisition of other businesses by us for cash consideration. We may be required to indemnify Cummins against tax liabilities arising as a result of a failure to comply with these restrictions under the tax matters agreement, even if such failure is outside of our control. For example, we may be required to indemnify Cummins under the tax matters agreement against tax liabilities arising as a result of the acquisition of our stock during the two-year period following the distribution (if pursued). For more information, please refer to the section entitled “Certain Relationships and Related Party Transactions — Relationship with Cummins — Tax Matters Agreement.”

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

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

In connection with our separation and distribution from Cummins, Cummins will indemnify us for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure us 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 will agree to indemnify us for certain liabilities as discussed further in “Certain Relationships and Related Party Transactions — Relationship with Cummins — Separation Agreement — Release of Claims and Indemnification.” However, third parties could also seek to hold us 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 us 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 us for liabilities associated with occurrences of indemnified liabilities prior to the distribution, and in any event Cummins’ insurers may deny coverage to us for liabilities associated with certain occurrences of indemnified liabilities prior to the distribution. Moreover, even if we ultimately succeed in recovering from Cummins or such insurance providers any amounts for which we are held liable, we may be temporarily required to bear these losses. Each of these risks could negatively affect our business, financial condition or results of operations.

We may have received better terms from unaffiliated third parties than the terms we will receive in our agreements with Cummins.

The agreements we will enter into 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 our separation from Cummins while we were still a wholly-owned subsidiary of Cummins. Accordingly, during the period in which the terms of those agreements were prepared, we did not have a separate or independent board of directors or a management team that was separate from or 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 “Certain Relationships and Related Party Transactions — Relationship with Cummins — Separation Agreement.”

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Risks Related to Our Capital Structure

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

Disruption of the global financial and credit markets may have an effect on our long-term liquidity and financial condition. There can be no assurance that the cost or availability of future borrowings will not be impacted by future capital market disruptions. The term loan agreement and revolving credit facility each contain covenants to maintain certain financial ratios that, under certain circumstances, could restrict our ability to incur additional indebtedness, make investments and other restricted payments, create liens and sell assets.

Upon completion of this offering, we will have 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 our ability to service all our indebtedness and react to changes in our industry and limit our ability to seek further financing on favorable terms.

Upon completion of this offering, we will have approximately $650 million of outstanding indebtedness consisting of the term loan and amounts drawn under the revolving credit facility. See “Description of Material Indebtedness.”

Our ability to make scheduled payments on or refinance our debt obligations depends on our 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 our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we 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 our dividend policy, seek additional debt or equity capital or restructure or refinance our indebtedness. We 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 us to meet our scheduled debt service obligations. The instruments that will govern our indebtedness may restrict our ability to dispose of assets and may restrict the use of proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We 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, we conduct operations through our subsidiaries and joint ventures. Accordingly, repayment of our indebtedness will depend on the generation of cash flow by these entities, and their ability to make such cash available to us, by dividend, debt repayment or otherwise. These entities may not have any obligation to pay amounts due on our 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 us to make payments in respect of our indebtedness. Each of these entities is a distinct legal entity and, under certain circumstances, legal, tax and contractual restrictions may limit our ability to obtain cash from them. In the event that we do not receive distributions from these entities, we may be unable to make required principal and interest payments on our indebtedness.

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

We 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 we do so, the risks related to our high level of debt could intensify. Specifically, our high level of debt could have important consequences, including:

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making it more difficult for us to satisfy our obligations with respect to our debt;

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limiting our ability to obtain additional financing to fund future working capital, capital expenditures, business development or other general corporate requirements, including dividends;

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increasing our vulnerability to general adverse economic and industry conditions;

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exposing us to the risk of increased interest rates as certain of our borrowings are and may in the future be at variable rates of interest;

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limiting our flexibility in planning for and reacting to changes in our industry;

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impacting our effective tax rate; and

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increasing our cost of borrowing.

Risks Related to Our Initial Public Offering and Ownership of Our Common Stock

We have not yet determined whether or the extent to which we will pay any dividends on our common stock or the timing or amount of any such dividends.

We have not yet determined whether or the extent to which we will pay any dividends on our common stock after completion of this offering. The declaration, amount and payment of any future dividends will be at the discretion of our board of directors in accordance with applicable law. Our board of directors may take into account general economic and business conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. Our ability to pay dividends will depend on our ongoing ability to generate cash from operations and on our access to the capital markets. We cannot guarantee that we will pay a dividend in the future or continue to pay any dividends if we commence paying dividends. For more information, please refer to the section entitled “Dividend Policy.”

Applicable laws and regulations, provisions of our amended and restated certificate of incorporation and our bylaws and certain contractual rights granted to Cummins may discourage takeover attempts and business combinations that stockholders might consider in their best interests.

Applicable laws, provisions of our amended and restated certificate of incorporation and our bylaws, as will be in effect upon the closing of this offering, will provide certain contractual rights that will be granted to Cummins under the separation agreement may delay, deter, prevent or render more difficult a takeover attempt that our stockholders might consider in their best interests. For example, they may prevent our stockholders from receiving the benefit from any premium to the market price of our 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 our common stock if they are viewed as discouraging takeover attempts in the future.

Our amended and restated certificate of incorporation and our bylaws, as will be in effect upon the closing of this offering, will provide provisions that are intended to encourage prospective acquirers to negotiate with our 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:

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a classified board of directors, with our board of directors divided into three classes and with each class serving a staggered three-year term;

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advance notice requirements regarding how our stockholders may present proposals or nominate directors for election at stockholder meetings (except for Cummins’ designation of persons for nomination by the board of directors);

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the right of our board of directors to issue one or more series of preferred stock with such powers, rights and preferences as the board of directors shall determine;

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after Cummins no longer owns a majority of the outstanding shares of our common stock, the inability of stockholders to call special meetings of stockholders and the requirement that all stockholder action be taken at a meeting rather than by written consent;

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after Cummins no longer owns a majority of the outstanding shares of our common stock, directors to be removed only by a 75% stockholder vote; and

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a 75% stockholder vote requirement to amend the section of our amended and restated certificate of incorporation and bylaws related to (i) our board of directors, including related to our classified board and the removal of directors only for cause; (ii) our stockholders, including related to the inability of stockholders to call special meetings of stockholders and the inability of stockholders to act by written consent; and (iii) the ability of our board of directors and our stockholders to amend or repeal our bylaws.

We are 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 our common stock if they are viewed as limiting the liquidity of our stock or discouraging takeover attempts in the future.

The provision of our 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 our directors and officers.

Our amended and restated certificate of incorporation, as will be in effect upon the closing of this offering, will provide that, unless we consent in writing to the selection of an alternative forum, to the extent permitted by law, the Court of Chancery of the State of Delaware be the sole and exclusive forum for: (1) any derivative action or proceeding brought on behalf of our company, (2) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of our company to us or our stockholders, (3) any action arising pursuant to any provision of our amended and restated certificate of incorporation or our bylaws or (4) any action asserting a claim governed by the internal affairs doctrine. It will further provide that, unless we consent in writing to the selection of an alternative forum, to the extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”). The exclusive forum clauses described above shall not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended (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 our capital stock will be deemed to have notice of, and consented to, the exclusive forum provisions in our amended and restated certificate of incorporation.

Although we believe these provisions benefit us 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 our directors and officers and may limit a stockholder’s ability to bring a claim in a judicial forum it finds favorable for disputes with us or our 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 us, a court could find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in such action. If so, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

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After the expiration of the lock-up period, there may be sales of a substantial amount of our common stock by our current stockholders and these sales could cause the price of our common stock to decline.

Cummins and our executive officers and directors will enter into lock-up agreements with the underwriters under which they will agree, subject to specific exceptions, not to sell, directly or indirectly, any shares of common stock without the consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC for a period of 180 days following the date of this prospectus. We refer to such period as the “lock-up period”. When the lock-up period expires, we and our stockholders subject to a lock-up agreement will be able to sell shares of our common stock in the public market. In addition, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC may release all or some portion of the shares subject to lock-up agreements at any time and for any reason. See “Shares Eligible for Future Sale.” Sales of a substantial number of such shares upon expiration of the lock-up agreements, the perception that such sales may occur, or early release of these agreements, could cause our market price to decline or make it more difficult for you to sell your common stock at a time and price that you deem appropriate.

An active trading market for our common stock may not develop and you may not be able to sell your common stock at or above the initial public offering price.

Prior to the completion of this offering, there has been no public market for our common stock. An active trading market for shares of our common stock may never develop or be sustained following this offering. If an active trading market does not develop, you may have difficulty selling your shares of common stock at an attractive price, or at all. The price for our common stock in this offering will be determined by negotiations among Cummins, us and the representatives of the underwriters and it may not be indicative of prices that will prevail in the open market following this offering. An inactive market may also impair our ability to raise capital by selling our common stock and it may impair our ability to attract and motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using our common stock as consideration.

The price of our common stock may fluctuate substantially.

You should consider an investment in our common stock to be risky and you should invest in our 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 our common stock to fluctuate, in addition to the other risks mentioned in this section of the prospectus, are:

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our announcements or our competitors’ announcements regarding new products, enhancements, significant contracts, acquisitions or strategic investments;

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changes in earnings estimates or recommendations by securities analysts, if any, who cover our common stock;

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failure to meet external expectations or management guidance;

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fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

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changes in our capital structure or dividend policy, including as a result of the distribution, future issuances of securities, sales of large blocks of common stock by our shareholders, including Cummins, or our incurrence of additional debt;

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reputational issues;

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changes in general economic and market conditions in or any of the regions in which we conduct our business;

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changes in industry conditions or perceptions;

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changes in applicable laws, rules or regulations and other dynamics; and

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announcements or actions taken by Cummins as our principal shareholder.

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

You will incur immediate dilution as a result of this offering.

The initial public offering price per share of our common stock will be substantially higher than our pro forma net tangible book value per share immediately after this offering. As a result, you will pay a price per share of common stock that substantially exceeds the per share book value of our tangible assets after subtracting our liabilities. Assuming an offering price of $ per share of our common stock, which is the midpoint of the range on the cover page of this prospectus, you will incur immediate and substantial dilution in an amount of $ per share of common stock. See “Dilution”.

Our historical combined financial statements are not necessarily representative of the results we would have achieved as a standalone company and may not be a reliable indicator of our future results.

Our historical combined financial statements included in this prospectus do not reflect the financial condition, results of operations or cash flows we would have achieved as a standalone company during the periods presented or those we will achieve in the future. This is primarily the result of the following factors:

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our historical combined financial statements do not reflect the separation;

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our historical combined financial statements reflect expense allocations for certain support functions that are provided on a centralized basis within Cummins, such as expenses for executive oversight, treasury, legal, finance, human resources, tax, internal audit, financial reporting, information technology and investor relations that may be higher or lower than the comparable expenses we would have actually incurred, or will incur in the future, as a standalone company;

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our cost of debt and our capital structure will be different from that reflected in our historical combined financial statements;

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significant increases may occur in our cost structure as a result of this offering, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and

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this offering may have a material effect on our customers and other business relationships, including supplier relationships, and may result in the loss of preferred pricing available by virtue of our reduced relationship with Cummins.

Our financial condition and future results of operations, after giving effect to the separation, will be materially different from amounts reflected in our historical combined financial statements included elsewhere in this prospectus. As a result of the separation, it may be difficult for investors to compare our future results to historical results or to evaluate our relative performance or trends in our business.

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 our financial condition or results of operations in the future.

The unaudited pro forma combined financial statements included in this prospectus are presented for informational purposes only and are not necessarily indicative of what our 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 our financial condition or results of operations. Accordingly, our financial condition and results of operations in the future may not be consistent with, or evident from, such pro forma

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financial information. The non-GAAP financial measures included in this prospectus, consisting of EBITDA. EBITDA margin and Adjusted EBITDA, include information that we use to evaluate our past performance, but you should not consider such information in isolation or as an alternative to measures of our performance determined under U.S. GAAP. For further information regarding such limitations, see “Prospectus Summary — Summary Historical and Unaudited Pro Forma Combined Financial Data.”

As a standalone public company, we may expend additional time and resources to comply with rules and regulations that do not currently apply to us, and failure to comply with such rules may lead investors to lose confidence in our financial data.

As a standalone public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and regulations of the NYSE. We have established all of the procedures and practices required as a subsidiary of Cummins, but we must implement others as a separate, standalone public company. Establishing such procedures and practices will increase our legal, accounting and financial compliance costs, will make some activities more difficult, time-consuming and costly and could be burdensome on our personnel, systems and resources. We will devote significant resources to address these public company requirements, including compliance programs and investor relations, as well as our financial reporting obligations. As a result, we have and will continue to incur significant legal, accounting and other expenses that we did not previously incur to comply with these rules and regulations. Furthermore, the need to establish the corporate infrastructure necessary for a standalone public company may divert some of management’s attention from operating our business and implementing our strategy. However, the measures we take may not be sufficient to satisfy our obligations as a public company. In addition, we cannot predict or estimate the amount of additional costs we may incur in order to comply with these requirements.

We have made, and will continue to make, changes to our internal control and procedures for financial reporting and accounting systems to meet our reporting obligations. In particular, as a public company, our management will be required to conduct an annual evaluation of our internal control over financial reporting and include a report of management on our internal control in our annual reports on Form 10-K. Under current rules, we will be subject to these requirements beginning with our annual report on Form 10-K for the year ending December 31, 2024. In addition, we will be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting pursuant to Auditing Standard No. 5 beginning with our annual report on Form 10-K for the year ending December 31, 2024. If we are unable to conclude that we have effective internal control over financial reporting, or if our registered public accounting firm is unable to provide us with an attestation and an unqualified report as to the effectiveness of our internal control over financial reporting, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our common stock.

If Cummins sells a controlling interest in our company to a third party in a private transaction, you may not realize any change-of-control premium on shares of our common stock and we may become subject to the control of a presently unknown third party.

Following the completion of this offering, Cummins will continue to own approximately % of our outstanding common stock (or % if the underwriters exercise their option to purchase additional shares in full). Subject to the provisions of the lock-up agreement to be entered into in connection with this offering, Cummins will not be restricted from selling some or all of its shares of our common stock in a privately negotiated transaction or otherwise, and a sale of its shares, if sufficient in size, could result in a change of control of our company.

The ability of Cummins to privately sell its shares of our common stock, with no requirement for a concurrent offer to be made to acquire all of the shares of our common stock held by our other stockholders, could prevent you from realizing any change-of-control premium on your shares of our common stock that may otherwise accrue to Cummins on its private sale of our common stock. Additionally, if Cummins privately sells its controlling equity interest in our company, we may become subject to the control of a presently unknown third party. Such third party may have conflicts of interest

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, including, without limitation, those that are based on current expectations, estimates and projections about the industries in which we operate and management’s beliefs and assumptions. Forward-looking statements are generally accompanied by words such as “anticipates,” “expects,” “forecasts,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “could,” “should,” “may” or words of similar meaning. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, such as those contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which we refer to as “future factors,” which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some future factors that could cause our results to differ materially from the results discussed in such forward-looking statements are discussed below and stockholders, potential investors and other readers are urged to consider these future factors carefully in evaluating forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof.

See “Risk Factors” for a description of the factors that could impact the outcome of our forward-looking statements. Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this prospectus. Any forward-looking statement made by us in this prospectus speaks only as of the date thereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should be viewed as historical data.

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USE OF PROCEEDS

As part of the separation and upon the completion of this offering, we intend to pay to Cummins, as partial consideration for the filtration business that Cummins is contributing to us in connection with the separation, the amount of existing cash, plus the net proceeds of the term loan that we will enter into prior to the closing of this offering, plus any amounts drawn under the revolving credit facility, less an amount of cash to be retained by us in an amount to be determined by Cummins. The determination of the amount of cash to be retained by us upon the completion of this offering will be made by Cummins in good faith and will be final and binding on us. See “Description of Material Indebtedness.”

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2022:

•

on an actual basis; and

•

on an unaudited pro forma basis to give effect to (i) the separation and (ii) the debt financing and the application of the net proceeds from the term loan as described under “Prospectus Summary — Debt Transactions” plus any amounts drawn under the revolving credit facility.

As the net proceeds of this offering are received by the debt-for-equity exchange parties, this offering has no impact on our capitalization.

The information below is not necessarily indicative of what our cash and cash equivalents and capitalization would have been had the separation been completed as of December 31, 2022. In addition, it is not indicative of our future cash and cash equivalents and capitalization. This table should be read in conjunction with “Unaudited Pro Forma Combined Financial Information,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical combined financial statements and notes thereto included elsewhere in this prospectus.

	December 31, 2022
(amounts in millions, except per share data)	Actual			Pro Forma
Cash and cash equivalents		$	—		$
Debt(1):
Term Loan		$	—		$
Revolving Credit Facility			—
Total debt		$	—		$
Equity:
Net parent investment		$	505.3
Common stock, par value $0.0001 per share, 2,000,000,000 shares authorized and 0 shares issued and outstanding on a historical basis; shares issued and outstanding on a pro forma basis			—
Additional paid-in capital			—
Accumulated other comprehensive income (loss)			(55.8)
Total net parent investment/Total equity		$	449.5
Total capitalization		$	449.5		$

(1)

We expect to have $ available in undrawn capacity under our revolving credit facility following the separation, debt financing and this offering. For a description of the term loan and revolving credit facility, see “Description of Material Indebtedness.”

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DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of common stock and the pro forma net tangible book value per share of our common stock after giving effect to the separation. Net tangible book value per share represents:

•

total assets less goodwill and other intangible assets;

•

reduced by our total liabilities; and

•

divided by the number of shares of our common stock outstanding.

Dilution per share represents the difference between the amount per share paid by purchasers of our common stock in this offering and the pro forma net tangible book value per share after giving effect to the separation. As of December 31, 2022, after giving effect to the separation, our pro forma net tangible book value was approximately $ , or $ per share based on shares of our common stock outstanding as of immediately prior to this offering. This represents an immediate dilution of $ per share to investors purchasing shares of our common stock in this offering. The following table illustrates this dilution per share assuming an initial public offering price per share at the midpoint of the price range on the cover of this prospectus.

	Assumed initial public offering price per share of common stock				$
	Pro forma net tangible book value per share after giving effect to the separation
	Decrease in pro forma net tangible book value per share attributable to new investors
	Pro forma net tangible book value per share after giving effect to the separation and this offering
	Dilution per share of common stock to new investors in this offering				$

The following table summarizes, on a pro forma basis as of December 31, 2022, after giving effect to this offering, the difference between our existing stockholder and new investors with respect to the number of shares of common stock purchased, the total consideration paid, or to be paid, and the average price per share paid by our existing stockholder or to be paid by new investors purchasing shares in this offering, at the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions:

	Shares Purchased			Total Consideration					Average Price Per Share
	Number	Percent		Amount			Percent		Average Price Per Share
				(in millions)
Existing stockholder(1)			%		$			%		$
New investors
Total			100.0%		$	100.0		%		$

(1)

Total consideration represents the pro forma book value of the net assets being contributed to us by Cummins in connection with the separation.

If the underwriters exercise in full their option to purchase additional shares of our common stock, the pro forma net tangible book value per share of our common stock, after giving effect to this offering, would be $ per share, and the dilution in pro forma net tangible book value per share to new investors purchasing shares of common stock in this offering would be $ per share.

The above discussion and tables are based on an assumed number of shares of our common stock outstanding immediately following this offering. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our stockholders.

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X and has been derived from our historical combined financial statements included in this prospectus. While the historical combined financial statements reflect the past financial results of the combined businesses operating within Cummins’ filtration division prior to the separation, the unaudited pro forma combined 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, distribution and related transactions from and with Cummins include autonomous entity adjustments and transaction accounting adjustments. Management adjustments are included in the footnotes to the pro forma financial information.

The pro forma adjustments, as described below, are based on the available information and assumptions our 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 combined financial information includes certain adjustments to give effect to events that are directly attributable to the separation, distribution and related transactions.

The unaudited pro forma combined statement of net income for the year ended December 31, 2022 presents the pro forma effect of the separation and the related adjustments described below as if they had been completed on January 1, 2022. The unaudited pro forma combined balance sheet as of December 31, 2022 presents the pro forma effect of the separation and related adjustments described below as if they had occurred on that date. The unaudited pro forma combined statement of net income does not purport to represent, and is not necessarily indicative of, what the actual results of operations of Atmus would have been had the transaction taken place on January 1, 2022, nor is it indicative of the results of operations of Atmus for any future period. The unaudited pro forma combined balance sheet does not purport to represent, and is not necessarily indicative of, what the actual financial condition of Atmus would have been had the transactions taken place on December 31, 2022, nor is it indicative of the financial condition of Atmus as of any future date.

In addition, for the periods presented in the unaudited pro forma combined financial information, the operations of Atmus were conducted and accounted for as part of Cummins. The historical combined financial statements and unaudited pro forma combined financial information of Atmus have been derived from Cummins’ historical accounting record 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, we expect to incur incremental recurring costs that could be materially different from the allocations of Cummins costs included within the historical combined financial statements. We expect to incur recurring costs associated with being a standalone public company in the following areas:

•

costs to perform financial reporting and regulatory compliance and costs associated with accounting, auditing, tax, legal, information technology, human resources, investor relations, risk management, treasury and other general and administrative related functions;

•

compensation including equity-based awards, and benefits with respect to new and existing positions, including the board of directors;

•

insurance premiums for items such as property insurance and directors and officers insurance;

•

license fees and other expenses related to information technology investments; and

•

depreciation and amortization related to information technology infrastructure investments.

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

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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 our own board of directors, company specific compensation and insurance plans, and certain information technology systems, are not covered by the TSA. We are in the process of establishing all of these functions on a standalone basis.

We have made autonomous entity adjustments to reflect:

•

the estimated difference between the Corporate Allocation included in the historical financial statements and the expected costs of the TSA with Cummins that will be in place at the time of the separation, for the same activities (refer to Note 1(a) below), as well as the costs that have been formally agreed to, as of the date of this filing (refer to Note 1(b) below). Actual costs and expenses could be materially different from the TSA.

•

pro forma adjustments are not being made for agreements, other than the TSA, which will govern certain aspects of our relationship with Cummins following the separation, as described under “The Separation and Distribution Transactions” and “Certain Relationships and Related Party Transactions” included elsewhere in this prospectus. These agreements detail how matters will be separated and addressed on a prospective basis but generally do not have operational impacts different than historical practices.

Transaction Accounting Adjustments

We currently expect we will acquire certain assets and assume liabilities and related expenses associated with the separation and in becoming a standalone public company. We have 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 the following:

•

the transfer from Cummins to Atmus of the assets and liabilities that will comprise Atmus’s business going forward;

•

agreed to non-recurring costs to establish certain information technology systems;

•

the issuance of approximately million shares of Atmus common stock with estimated net proceeds of $ million based on an assumed initial public offering price of $ per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us; and

•

total cash liquidity of approximately $ million, which includes a net cash amount of $ million (as described below) and approximately $ expected to be available in undrawn capacity under our revolving credit facility. This net cash amount of $ million will be retained after we pay to Cummins upon the completion of this offering, as partial consideration for the filtration business that Cummins is contributing to us in connection with the separation:

•

the amount of existing cash; plus

•

the net proceeds from the term loan that we will enter into prior to the closing of this offering plus any amounts drawn under the revolving credit facility; less

•

an amount of cash to be retained by us in an amount to be determined by Cummins.

The net cash retained by Atmus will be an amount determined by Cummins and is viewed as a capital contribution from Cummins that will be used for ongoing working capital requirements and capital expenditures and takes into account Atmus’s on-going investments in joint ventures.

See Note 2 below.

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Management Adjustments

Management adjustments reflect one-time expenses associated with becoming a standalone public company expected to be incurred over the next twelve to eighteen months after the separation, as well as costs that management expects to incur, on a recurring basis, to operate as a standalone public company. These costs have not been formally committed to at this time and represent management’s best estimate.

Estimated costs reflected below fall into the following categories:

•

personnel costs to fill positions needed to operate as a standalone public company;

•

costs to separate information technology systems and related application licensing costs;

•

insurance premiums for items such as property insurance and directors and officers insurance;

•

benefit plan adjustments to reflect moving to defined contribution plans where possible;

•

dis-synergy for losing access to Cummins’ warehousing facilities;

•

dis-synergy in purchasing contracts losing Cummins’ economies of scale;

•

facility separation and relocation costs;

•

accounting, tax and other professional services costs pertaining to the separation and our establishment as a standalone public company; and

•

legal and other fees associated with transitioning contracts.

Estimated dis-synergies we anticipate incurring as a standalone company could be materially different from our estimate.

To estimate these costs we have utilized benchmark data, quotes for the work to be performed, and if quotes were not available, management used estimated costs based on the best information that they had available to them (e.g., industry benchmarks, past similar work, and discussions through trade organizations).

See Note 3 below.

The unaudited pro forma combined financial information should be read in conjunction with our historical combined financial statements and the accompanying notes in the “Index to Combined Financial Statements,” “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. The unaudited pro forma combined 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.

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UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2022

	Actual			Autonomous Entity Adjustments			Transaction Accounting Adjustments			Note	Pro Forma
ASSETS
Current assets
Cash and cash equivalents		$	—					$	110.0	(g)		$	110.0
Accounts and notes receivables, net													—
Trade and other			174.2										174.2
Related party receivables			67.0										67.0
Inventories			251.8										251.8
Prepaid expenses and other current assets			19.3										19.3
Total current assets			512.3			—			110.0				622.3
Long-term assets
Property, plant and equipment, net			148.4										148.4
Investments and advances related to equity method investees			77.0										77.0
Goodwill			84.7										84.7
Other assets			57.0										57.0
Total assets		$	879.4		$	—		$	110.0			$	989.4
LIABILITIES
Current liabilities
Accounts payable (principally trade)		$	145.9									$	145.9
Related party payables			100.1										100.1
Accrued compensation, benefits and retirement costs			18.2										18.2
Current portion of accrued product warranty			5.9										5.9
Other accrued expenses			79.0										79.0
Total current liabilities			349.1			—			—				349.1
Long-term liabilities
Long-term debt			—						650.0	(h)			650.0
Pensions and other postretirement benefits			—						1.7	(i)			1.7
Accrued product warranty			9.6										9.6
Other liabilities			71.2										71.2
Total liabilities		$	429.9		$	—		$	651.7			$	1,081.6
NET PARENT INVESTMENT
Common stock (par value $0.0001)		$	—					$	—	(j)		$	—
Additional paid-in capital			—						(37.9)	(j)			(37.9)
Net parent investment			505.3						(505.3)	(j)			—
Accumulated other comprehensive loss			(55.8)						1.5	(j)			(54.3)
Total net parent investment			449.5			—			(541.7)				(92.2)
Total liabilities and net parent investment		$	879.4		$	—		$	110.0			$	989.4

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NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Note 1: Autonomous Entity Adjustments

Adjustments included in the column under the heading “Autonomous Entity Adjustments” represent the following:

(a)

The unaudited pro forma combined financial statements have been adjusted to reflect Atmus as an autonomous entity. In connection with the separation, Atmus will enter into a TSA. Pursuant to the TSA, for a period of time after the separation, generally ranging from six to twenty-four months, services will be provided to Atmus, as described above, for pre-determined rates. A favorable adjustment of $12.9 million (of which $2.5 million is included in cost of sales and $10.4 million is included in selling, general, and administrative expenses) has been made to the unaudited pro forma combined statements of net income for the year ended December 31, 2022, to reflect the difference between specific costs expected to be incurred under the TSA and the corporate allocation from Cummins, related to similar services, that is included in the historical financial statements.

(b)

Atmus has also formally agreed to additional costs that are required to operate as a standalone public company. At the time of this filing, these formally agreed to costs of approximately $16.2 million are included in selling, general and administrative expenses, and are associated with internal and external audit, tax services, the board of directors and executive leadership compensation adjustments, some of which are outlined in the section entitled “Executive and Director Compensation”.

(e)

Reflects the tax effects of the pro forma adjustments at the applicable statutory income tax rates in the respective jurisdictions. The effective tax rate of Atmus could be different (either higher or lower) depending on activities subsequent to the distribution.

Note 2: Transaction Accounting Adjustments

Adjustments included in the column under the heading “Transaction Accounting Adjustments” represent the following:

(c)

Atmus has also formally agreed to additional, non-recurring costs that are required to operate as a standalone public company. At the time of this filing, these formally agreed to costs are included in selling, general and administrative expenses, and are associated with consulting fees in conjunction with the implementation of some information technology systems;

(d)

An adjustment to interest expense has been reflected within the unaudited pro forma combined statements of net income, assuming the new debt had been raised as of January 1, 2022. Interest is calculated as the Secured Overnight Financing Rate (SOFR) + a Credit Spread Adjustment plus 1.25%. A 0.125% change in SOFR would have a $0.8 million annual impact on interest expense;

(e)

(f)

The issuance of approximately million shares of Atmus common stock (as initially estimated);

(g)

The net cash retained from the following:

the amount of existing cash, plus

the net proceeds from the term loan that we will enter into prior to the closing of this offering plus any amounts drawn under the revolving credit facility, less

an amount of cash to be retained by us in an amount to be determined by Cummins.

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(h)

The entry by Atmus into the term loan and the revolver, net of borrowing costs;

(i)

In connection with the separation, a portion of certain defined benefit pension plan obligations in Mexico will be transferred to Atmus. The Cummins plans were accounted for on a multiemployer basis in Atmus’s historical combined financial statements. Accordingly, no pension assets or liabilities were recorded in Atmus’s historical combined balance sheet to recognize the funded status of these plans. However, benefit expenses related to these plans attributable to Atmus’s business, as applicable, were recorded in Atmus’s historical combined statements of net income.

The pro forma adjustment in the unaudited pro forma combined balance sheet as of December 31, 2022 reflects the underfunded status of the defined benefit plan obligations that are expected to be assumed by Atmus.

(j)

On the distribution date, Cummins’ net investment in Atmus will be re-designated as Atmus Shareholders’ Equity and will be allocated between shares of Atmus common stock (par value of $0.0001 per share) and additional paid in capital based on the number of shares of Atmus common stock outstanding at the distribution date. The adjustments to additional paid-in capital resulting from the pro forma adjustments are calculated as follows (in millions):

Net cash retained, see note (g)	$	110.0
Reclassification of Cummins net parent investment to additional paid in capital	$	502.1
Distribution of net proceeds from the term loan and the revolving credit facility to Parent
Portion of shareholders’ equity from stock issuance over par value, see note (f)
Additional paid-in capital	$

Note 3: Management Adjustments

Management adjustments reflect one-time expenses associated with becoming a standalone public company, expected to be incurred over the next twelve to eighteen months after the separation, as well as costs that management expects to incur, on a recurring basis, to operate as a standalone public company, and dis-synergies that management anticipates as they separate from Cummins. These costs have not been formally committed to at this time and represent management’s best estimate.

Estimated costs reflected below fall into the following categories:

•

personnel costs to fill positions needed to operate as a standalone public company;

•

costs to separate information technology systems and related application licensing costs;

•

insurance premiums for items such as property insurance and directors and officers insurance;

•

benefit plan adjustments to reflect moving to defined contribution plans where possible;

•

dis-synergy for losing access to Cummins’ warehousing facilities;

•

dis-synergy in purchasing contracts losing the Cummins’ economies of scale;

•

facility separation and relocation costs;

•

accounting, tax and other professional services costs pertaining to the separation and our establishment as a standalone public company; and,

•

legal and other fees associated with transitioning contracts.

We have begun hiring new employees, but this process is continuing. Further, the work on the other costs is just beginning. To estimate the cost associated with new employees, we utilized both recently incurred costs to hire employees in similar roles and benchmark data. To estimate the cost associated with the other activities, we have obtained quotes for the work to be performed, and if quotes were not available, management used estimated costs based on the best information they had available to them (e.g., industry benchmarks, prior similar work, and discussions through trade organizations).

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THE SEPARATION AND DISTRIBUTION TRANSACTIONS

The Separation

Prior to the completion of this offering, we will enter into a separation agreement with Cummins. The separation agreement will set forth our agreements with Cummins regarding the principal actions to be taken in connection with the separation. It will also set forth other agreements that govern certain aspects of our relationship with Cummins following the separation.

The following are the principal steps of the separation:

•

Cummins formed FILT Red, Inc. on April 1, 2022. On December 5, 2022, we filed a Certificate of Amendment with the Delaware Secretary of State to change our name from ‘‘FILT Red, Inc.’’ to ‘‘Atmus Filtration Technologies Inc.’’

•

Pursuant to the separation agreement, Cummins will transfer to us substantially all of the assets and liabilities comprising its filtration business that will form our business going forward. In exchange for the assets to be transferred to us, we will, as consideration, issue to Cummins newly issued, fully paid and nonassessable shares of our common stock and pay Cummins upon the completion of this offering, as partial consideration for the filtration business that Cummins is contributing to us in connection with the separation, the amount of existing cash, plus the net proceeds of the term loan that we will enter into prior to the closing of this offering, plus any amounts drawn under the revolving credit facility, less an amount of cash to be retained by us in an amount to be determined by Cummins. The determination of the amount of cash to be retained by us upon the completion of this offering will be made by Cummins in good faith and will be final and binding on us. See “Description of Material Indebtedness”.

•

We and Cummins will enter into a transition services agreement that will be effective upon the separation and this offering, pursuant to which Cummins and its subsidiaries and we and our subsidiaries will provide to each other various services, which will include a sub-agreement between our respective subsidiaries in Mexico to provide maquiladora related services to our subsidiary in Mexico.

•

We and Cummins will enter into a tax matters agreement that will govern the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.

•

We and Cummins will enter into an employee matters agreement that will govern our and Cummins’ compensation and employee benefit obligations with respect to the employees and other service providers of each company and generally will allocate liabilities and responsibilities relating to employment matters and employee compensation and benefit plans and programs.

•

We and Cummins will enter into an intellectual property license agreement that will enable cross-licensing of intellectual property owned by Cummins and us.

•

We and Cummins will enter into a transitional trademark license agreement pursuant to which Cummins will grant to us a personal, non-exclusive, non-sublicensable (except in certain circumstances), non-assignable, royalty-free, fully paid-up license to use certain licensed trademarks for an initial period of 36 months after the date on which Cummins ceases to beneficially own a majority, in the aggregate, of the total voting power of our capital stock.

•

We and Cummins will enter into a registration rights agreement pursuant to which we will grant Cummins and its affiliates certain registration rights with respect to our common stock owned by them.

•

We and Cummins will enter into a mutually agreed upon non-compete agreement, consistent with historical practices, that will limit Cummins and its wholly-owned and controlled affiliates from designing, developing, manufacturing or selling competing products.

•

We and Cummins expect to enter into a royalty sharing agreement at the time of separation and this offering that will provide that Cummins will pay Atmus a portion of royalty amounts due

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to Cummins pursuant to an existing trademark license and endorsement agreement with a third-party, under which Atmus has certain rights relating to trademarks licensed by Cummins, until the earlier of December 31, 2024 or termination of the trademark license and endorsement agreement.

•

We and Cummins expect to enter into a data sharing agreement prior to the separation, pursuant to which the parties will share certain telematics and other proprietary and non-proprietary data in order to evaluate the performance of the engine and filtration system associated with Cummins’ products, including engines and gensets.

In addition, immediately prior to the completion of this offering, we and Cummins have entered, or intend to enter, into, certain agreements that will provide a framework for our ongoing relationship with Cummins. For a description of these agreements, see “Certain Relationships and Related Party Transactions — Relationship with Cummins.” We intend to pay to Cummins upon the completion of this offering, as partial consideration for the filtration business that Cummins is contributing to us in connection with the separation, the amount of existing cash, plus the net proceeds of the term loan that we will enter into prior to the closing of this offering, plus any amounts drawn under the revolving credit facility, less an amount of cash to be retained by us in an amount to be determined by Cummins. The determination of the amount of cash to be retained by us upon the completion of this offering will be made by Cummins in good faith and will be final and binding on us. See “Description of Material Indebtedness.”

We believe, and Cummins has advised us that it believes, that the separation, this offering and the distribution will provide a number of benefits to our business and to Cummins’ business. These intended benefits include improving the strategic and operational flexibility of both companies, enhancing the focus of the management teams on their respective business operations, allowing each company to tailor the capital structure and investment policy best suited to its financial profile and business needs and providing each company with its own equity to better incentivize employees and facilitate acquisitions. In addition, as we will be a standalone company, potential investors will be able to invest directly in our business. There can be no assurance that we will achieve the expected benefits of the separation and the distribution in a timely manner or at all. See “Risk Factors — Risks Related to the Separation and our Relationship with Cummins.”

The Distribution

Cummins has informed us that, following this offering, it intends to make a tax-free distribution to its stockholders of all or a portion of its remaining equity interest in us, which may include one or more distributions effected as a dividend to all Cummins stockholders, one or more distributions in exchange for Cummins shares or other securities, or any combination thereof. We refer to any such potential distribution as the “distribution.”

While, as of the date of this prospectus, Cummins intends to effect the distribution, Cummins has no obligation to pursue or consummate any further dispositions of its ownership interest in us, including through the distribution, by any specified date or at all. If pursued, the distribution may be subject to various conditions, including receipt of any necessary regulatory or other approvals, the existence of satisfactory market conditions, the receipt of a private letter ruling from the IRS, which has been received, and an opinion of a nationally recognized law or accounting firm to the effect that the separation and the debt-for-equity exchange, together with such distribution, will qualify as a transaction that is tax-free to Cummins and its stockholders for U.S. federal income tax purposes. The conditions to the distribution may not be satisfied, Cummins may decide not to consummate the distribution even if the conditions are satisfied or Cummins may decide to waive one or more of these conditions and consummate the distribution even if all of the conditions are not satisfied. The distribution is not being effected pursuant to this prospectus and the underwriters of this offering are not acting as underwriters for the distribution.

Change in Control Considerations

Cummins will lose control of us as a result of the transactions to implement this offering, the separation, and the distribution, which will cause a change in control under the governing documents of our joint venture in India (FFPL), resulting in the loss of rights to board representation. This would effectively result in the loss of the ability to prevent certain significant actions and may result in a reduction or elimination of dividends. See “Risk Factors — Risks Related to our Business Operations.”

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis presented below refers to and should be read in conjunction with (i) the combined financial statements and the accompanying notes, and (ii) the unaudited pro forma combined financial information and the accompanying notes, each included elsewhere in this prospectus. To the extent that this discussion describes prior performance, the explanations only relate to the described periods, which may not be indicative of our future performance. This discussion and analysis contains forward-looking statements and the matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Please see “Risk Factors” and “Cautionary Statement Concerning Forward-looking Statements” for a discussion of certain of the uncertainties, risks and assumptions associated with these statements.

The following is the discussion and analysis of changes in the financial condition and results of operations for year ended December 31, 2022 compared to the fiscal year ended December 31, 2021 and the fiscal year ended December 31, 2021 compared to the fiscal year ended December 31, 2020.

General Overview

Company Overview

Basis of Presentation

The discussion below relates to the financial position and results of operations of a combination of entities under common control that have been “carved out” of Cummins’ historical consolidated financial statements and accounting records. The preparation of the combined financial statements required considerable judgment of management of Cummins and Atmus and reflects significant assumptions and allocations that management of Cummins and Atmus believe are reasonable. The combined financial statements reflect our historical financial position, results of operations and cash flows, in conformity with U.S. GAAP. Refer to Note 2, “BASIS OF PRESENTATION”, to the combined financial statements included elsewhere in this prospectus for additional information.

Separation and Distribution from Cummins Inc.

On August 3, 2021, Cummins publicly announced it was exploring strategic alternatives for its filtration business, including the potential separation of the filtration business from Cummins into a standalone company. We are conducting an initial public offering of our common stock. Prior to the closing of this offering, Cummins will transfer to us substantially all of the assets and liabilities comprising its filtration business that will form our business going forward.

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While, as of the date of this prospectus, Cummins intends to effect the distribution, Cummins has no obligation to pursue or consummate any further dispositions of its ownership interest in us, including through the distribution, by any specified date or at all. If pursued, the distribution may be subject to various conditions, including receipt of any necessary regulatory or other approvals, the existence of satisfactory market conditions and the receipt of a private letter ruling from the IRS and an opinion of a nationally recognized law or accounting firm to the effect that the separation, together with such distribution, will qualify as a transaction that is tax-free to Cummins and its stockholders for U.S. federal income tax purposes. The conditions to the distribution may not be satisfied; Cummins may decide not to consummate the distribution even if the conditions are satisfied; or Cummins may decide to waive one or more of these conditions and consummate the distribution even if all of the conditions are not satisfied. The distribution is not being effected pursuant to this prospectus, and the underwriters of this offering are not acting as underwriters for the distribution.

Change in Control Considerations

Transactions to implement this offering, the separation and the proposed subsequent distribution of Cummins’ equity interest in us will constitute a change in control under our joint venture in India (FFPL), resulting in the potential loss of board representation. This would effectively result in the loss of the ability to prevent certain significant actions and may result in a reduction or elimination of dividends. See “Risk Factors — Risks Related to our Business Operations”. Additionally, a significant reduction in the level of contribution by our joint venture in India (FFPL) to our net income would likely have a material adverse effect on our business, financial condition or results of operations. See “Equity, royalty and interest income from investees” below.

Factors Affecting Our Performance

Our financial performance depends, in large part, on varying conditions in the markets we serve. Demand in these markets tends to fluctuate in response to overall economic conditions. Our revenues may also be impacted by OEM inventory levels, production schedules, commodity prices, stoppages and supply chain challenges. Economic downturns in markets we serve generally result in reduced sales of our products and can result in price reductions in certain products and/or markets. As a worldwide business, our operations are also affected by currency, political, economic, public health crises, epidemics or pandemics and regulatory matters, including adoption and enforcement of environmental and emission standards, in the countries we serve. Some of the more important factors are briefly discussed below.

Impact of the COVID-19 pandemic

The outbreak of the COVID-19 pandemic in early 2020, along with the response to the pandemic by governmental and other factors, disrupted our operations and may continue to negatively impact our operations in the future. The pandemic triggered a significant downturn in our markets globally and led to reduced demand for our products in 2020. Such negative impacts of the pandemic were partially offset by lower expenses due to temporary salary reductions and lower variable compensation for our employees in 2020. While the majority of the negative impacts to demand for our products largely subsided in 2021, we are still experiencing supply chain disruptions and the related financial impacts reflected as increased cost of sales. The surge in demand for component parts and raw materials across a number of industries has led to supply chain disruptions and global shortages in components and materials, as discussed in “— Supply chain constraints” below. During 2022, the resurgence of COVID-19 in China led to lockdowns in several cities, including Shanghai, that negatively impacted the economy and our end markets and manufacturing facilities. The results from our China operations were adversely impacted for the year ended December 31, 2022 as a result of the shutdowns. To the extent lockdowns continue to be used to combat COVID-19, we expect they would negatively impact the gradual recovery of the global supply chain. This may negatively impact both our net sales and profitability going forward. Given the unpredictable nature of COVID-19 and the response to it, we cannot predict the impact on future periods at this time.

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Market demand

Demand for our first-fit products remains strong across many of our markets driven by strong economic activity in on-highway markets due to increased demand for goods and services and in off-highway markets driven by increased construction and infrastructure spend. We have continued to increase prices as a result of significant increases in our cost base and to account for technology advancements in the products we provide our customers, which has contributed to higher net sales in 2021 and 2022.

Supply chain constraints

The COVID-19 pandemic triggered a significant downturn in our markets globally, which negatively impacted our sales and results of operations during 2020. While the negative impacts to demand largely subsided in 2021, we continued to experience supply chain disruptions in 2022, including longer lead times for materials used in manufacturing our products and increased commodity prices, and related financial impacts reflected as increased cost of sales. Throughout 2022, our industry continued to be unfavorably impacted by supply chain constraints leading to shortages across multiple components categories and limiting our collective ability to meet end-user demand. Our customers also experienced other supply chain issues and slowed production.

As we adjusted to the recovery from the COVID-19 pandemic and the rapid return of demand in many manufacturing industries in 2022, we continued to experience supply chain disruptions, incremental costs and related challenges throughout the supply chain. We continue to monitor the supply chain disruptions utilizing early detection monitoring complemented by structured supplier risk and resiliency assessments. We have increased the frequency of formal and informal supplier engagement to address potentially impactful supply base constraints and enhanced collaboration to develop specific countermeasures to mitigate risks. Our global team, located in different regions of the world, uses various approaches to identify and resolve threats to supply continuity. Should the supply chain issues continue for an extended period of time or worsen, the impact on our production and supply chain could have a material adverse effect on our results of operations, financial condition and cash flows. Our management team continues to monitor and evaluate all of these factors and the related impacts on our business and operations, and we are diligently working to minimize the supply chain impacts to our business and to our customers.

As a result of the recent supply chain constraints described above and an increased demand for our products by customers seeking to secure their supply, we experienced an increase in sales orders in 2021 compared to 2020, resulting in elevated backorders during 2022. When on backorder, an order is generally subject to cancellation on reasonable notice without cancellation charges, and therefore are not considered firm. We work closely with our customers to meet their demand and are working through our backorders as efficiently as possible. The backorder position continued to improve throughout 2022, and is expected to stabilize further in the first half of 2023.

Commodity prices, labor and inflation

The economic environment in 2022 resulted, and may continue to result, in material price increases and inflation of many of our raw material, supply chain, transportation and other costs. Material cost pressures are driven largely by steel, resin and other petrochemical products. Supply chain costs have been largely driven by freight, with additional labor and overhead impact. Collectively, these pressures have driven an increase in cost of sales. To mitigate these pressures we instituted pricing actions, which we expect should, over time, offset these cost increases. However, there is a lag between when we incur cost increases for material inputs to our product, and when we are able to realize the benefits of our price increases, leading to an adverse impact on profit margins. We continue to look for alternate competitive supply sources, adjust the materials we use and improve our design and production methods to minimize the impact from cost increases, but these alternate strategies may not be sufficient to overcome such adverse impact.

Further, the labor market for skilled manufacturing remains tight as the global economy recovers after the COVID-19 pandemic shutdowns, and our labor costs have increased as a result. Material,

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transportation, labor and other cost inflation impacted, and could continue to impact, our results of operations, financial condition and cash flows. Retaining talent is critical to the success of our company. We strive to ensure we have the right culture for all our employees, and that starts with caring and inclusiveness of all people across all backgrounds and regions. We strive to retain employees by offering competitive wages and benefits and opportunities for growth and development, as well as promoting a safe place to work.

Maintaining strong distribution relationships with our channel partners

We maintain strong distribution relationships with all of our channel partners, which include OEM dealers, independent distributors and retail outlets, including truck stops. The majority of our sales to first-fit, where filtration products are installed as components for new vehicles, are through OEMs with which we have strong relationships. Our relationships with OEMs also help drive our aftermarket business because they provide us with access to the dealer network of our OEM customers. In many markets the OEM dealers are the preferred source of service for the end-users. Replacement filters are sold through channels in the aftermarket, and typically shipped directly from our distribution centers to OEM dealers and channel partners which further enhances our direct connection with our broad customer and end-user base. End-users of our filters are able to acquire products through the various channels, usually preferring filters that meet or exceed OEM requirements. Our comprehensive distribution coverage is vital to maintaining our broad reach, global presence, and premium brand.

Maintaining strong relationships with our joint ventures

Maintaining strong relationships with our joint ventures is important for maintaining our global presence and achieving future growth initiatives. We have an established footprint and long-standing, successful relationships in developing and emerging markets, like China and India. The presence of joint ventures in China and India furthers our global reach and our ability to develop products for the local market.

Standalone costs

Following the separation, we expect to incur additional costs associated with becoming a standalone public company. During the second half of 2022, we incurred approximately $9 million of one-time expenses. We expect the run rate of the one time separation costs through the end of 2024 to be substantially higher than in 2022. The actual amount of the one-time expenses we will incur as a stand-alone public company and as part of our separation from Cummins may be higher, perhaps significantly, from our current estimates for a number of reasons, including, among others, the final terms we are able to negotiate with service providers, as well as additional costs we may incur that we have not currently anticipated. Additionally, the actual timing of when we incur these incremental expenses may be different, perhaps significantly, from our current estimates for a number of reasons, including, among others, unforeseen events that may cause delays or interruptions in our plans or our service providers’ ability to provide their services. See “Unaudited Pro Forma Combined Financial Information” for a description of the incremental recurring costs and the one-time expenses we expect to incur.

In millions, except per share amounts	Net income			Basic and diluted Earnings per share	Weighted Average shares
Pro forma combined		$	128.0			$	—
Management’s adjustments
Total costs			(29.3)				—
Tax effect			5.8
Pro forma combined after management’s adjustments		$	104.5			$	—

										Favorable/(Unfavorable)				Favorable/(Unfavorable)
	Years Ended December 31,									2022 vs 2021				2021 vs 2020
In millions	2022			2021			2020			Amount			%	Amount	%
NET SALES		$	1,562.1		$	1,438.8		$	1,232.6		$	123.3