EX-99.6 17 atmu-20231231xex99d6.htm EXHIBIT 99.6

Exhibit 99.6

NOTICE OF WITHDRAWAL

To Withdraw

SHARES OF COMMON STOCK OF CUMMINS INC.

Pursuant to the

OFFER TO EXCHANGE

up to 67,054,726 Shares of Common Stock of

ATMUS FILTRATION TECHNOLOGIES, INC.

which are owned by Cummins Inc.

for Shares of Common Stock of

CUMMINS INC.

Pursuant to the Prospectus dated February 14, 2024

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON MARCH 13, 2024, UNLESS THE OFFER IS EXTENDED OR TERMINATED. SUCH DATE, OR, IF THE OFFER IS EXTENDED, THE DATE UNTIL WHICH THE OFFER IS EXTENDED, IS REFERRED TO IN THIS DOCUMENT AS THE “EXPIRATION DATE.” SHARES OF CUMMINS COMMON STOCK TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER.

The undersigned acknowledges receipt of the prospectus, dated February 14, 2024 (the “Prospectus”) in connection with the offer (“Exchange Offer”) by Cummins Inc. (“Cummins”) to exchange up to an aggregate of 67,054,726 shares of common stock of Atmus Filtration Technologies, Inc. (“Atmus”), par value $0.0001 per share, which are owned by Cummins, for outstanding shares of common stock of Cummins, par value $2.50 per share (“Cummins Common Stock”), that are validly tendered and not properly withdrawn prior to the expiration of the Exchange Offer.

Shares of Cummins Common Stock tendered pursuant to the Exchange Offer may be withdrawn at any time before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer and, unless Cummins has previously accepted them pursuant to the Exchange Offer, may also be withdrawn at any time after the expiration of 40 business days from the commencement of the Exchange Offer. Once Cummins accepts shares of Cummins Common Stock pursuant to the Exchange Offer, your tender is irrevocable. THIS NOTICE OF WITHDRAWAL IS TO BE USED ONLY TO WITHDRAW TENDERS OF SHARES OF CUMMINS COMMON STOCK PURSUANT TO THE EXCHANGE OFFER. To withdraw a tender, you must deliver this Notice of Withdrawal to the exchange agent at one of its addresses set forth at the end of this Notice of Withdrawal before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer. See “The Exchange Offer — Terms of the Exchange Offer — Withdrawal Rights” in the Prospectus. Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus.

If you hold your shares of Cummins Common Stock through the RSP (as defined in the Prospectus), you may withdraw or change your instructions previously submitted to the applicable plan trustee by issuing a new instruction to the plan trustee, which will cancel any prior instruction. Any new instructions must be received by the tabulator for the applicable plan trustee on your behalf by the deadline specified in the special instructions provided to you, unless the Exchange Offer is extended. If the Exchange Offer is extended, and if administratively feasible, the deadline for receipt of participants’ direction may also be extended.

CUMMINS COMMON STOCK TO BE WITHDRAWN

Certificated Shares

Direct Registration Shares*

Share Certificate Number(s)

Number of Shares to be Withdrawn and Date(s) such Shares were Tendered

Number of Shares to be Withdrawn and Date(s) such Shares were Tendered

TOTAL NUMBER OF SHARES OF COMMON STOCK WITHDRAWN:

* If any shares of Cummins Common Stock were tendered through The Depository Trust Company (“DTC”), please provide the DTC Participant Number. This form should only be used for withdrawals of shares delivered through DTC if the undersigned needs to withdraw shares on the final day of the Exchange Offer and withdrawal through DTC is no longer available. Otherwise, the DTC form of withdrawal should be used for such shares.


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

USE THIS FORM ONLY IF YOU WISH TO WITHDRAW SHARES OF CUMMINS COMMON STOCK PREVIOUSLY TENDERED. OTHERWISE, PLEASE DISREGARD.

This Notice of Withdrawal must be signed below by the registered holder(s) of the shares of Cummins Common Stock to be withdrawn as its or their names appear on the registered shareholder account or on a security position listing or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted to the exchange agent with the letter of transmittal used to tender such shares. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth the full title of such persons.

Name(s):

Name(s) of the registered holder(s) if different:

Account Number(s):

Signature(s):

Capacity (full title):

Address (including Zip Code):

Area Code and Telephone Number:

Tax Identification or Social Security No:

Dated:

DTC Participant Number (applicable for shares tendered through DTC only):

If you wish to withdraw any tendered shares of Cummins Common Stock, you must deliver this Notice of Withdrawal, before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer, to the exchange agent at:

The Exchange Agent for the Exchange Offer is:

Graphic

If using UPS, FedEx or Courier:

If using USPS Service:

Broadridge, Inc.

Broadridge, Inc.

Attn: BCIS IWS

Attn: BCIS Re-Organization Dept.

51 Mercedes Way

P.O. Box 1317

Edgewood, NY 11717

Brentwood, NY 11717-0718

Cummins will determine in its sole discretion questions as to the validity, form and eligibility (including time of receipt) of any Notice of Withdrawal. None of Cummins, Atmus, any of the dealer managers, the exchange agent, the information agent or any other person is under any duty to give notification of any defects or irregularities in any Notice of Withdrawal or will incur any liability for failure to give any such notification.