Registration No. 333-________
As filed with the United States Securities and
Exchange Commission on May 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CUMMINS
INC.
(Exact name of registrant
as specified in its charter)
| Indiana |
|
35-0257090 |
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
| |
|
|
500 Jackson Street
Box 3005 |
| Columbus, Indiana 47202-3005 |
| (Address, including zip code, of registrant’s principal executive offices) |
Cummins Inc. 2026 Omnibus Incentive Plan
(Full title of the plan)
Mark A. Smith
Vice President— Chief Financial Officer
500 Jackson Street
P.O. Box 3005
Columbus, Indiana 47202-3005
(812) 377-5000
(Name, address and telephone number, including area code, of agent for service)
COPY TO:
Nicole Y. Lamb-Hale
Vice President—Chief Administrative Officer and Corporate Secretary
500 Jackson Street
P.O. Box 3005
Columbus, Indiana 47202-3005
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 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 |
x |
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 pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting Part I
of this Registration Statement will be sent or given to participants in the Cummins Inc. 2026 Omnibus Incentive Plan as provided by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the “Securities Act”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed
by Cummins Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) pursuant to
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and deemed to be
a part hereof:
| 3. | The description of the Registrant’s common stock, par value $2.50 per share, contained in Item 1
of our Registration Statement on Form 8-A dated January 8, 1987 and the amendments thereto on Form 8-K dated July 13,
1990 and on Form 8-A dated December 22, 1988, August 24, 1989, November 7, 1990, November 1, 1993, January 12, 1994 and July 15, 1996, respectively, as modified or supplemented by the Description
of Capital Stock filed as Exhibit 4(d) to the Registrant’s Annual Report on Form 10-K for the year ended December 31,
2019 and any other amendments or reports filed for the purpose of updating such description. |
| 4. | All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities then remaining unsold. |
A statement contained in any
incorporated document shall be modified or superseded for the purposes of this Registration Statement if it is modified or superseded
by a document which is also incorporated in this Registration Statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
The Registrant is an Indiana
corporation. Chapter 37 of The Indiana Business Corporation Law (the “IBCL”) requires a corporation, unless its articles of
incorporation provide otherwise, to indemnify a director or an officer of the corporation who is wholly successful, on the merits or otherwise,
in the defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
and whether formal or informal, against reasonable expenses, including counsel fees, incurred in connection with the proceeding. The IBCL
also permits a corporation to indemnify a director or an officer who is made a party to a proceeding because the individual was a director
or an officer of the corporation against liability incurred in the proceeding if the individual’s conduct was in good faith and
the individual reasonably believed, in the case of conduct in the individual’s official capacity with the corporation, that the
conduct was in the corporation’s best interests, and in all other cases, that the individual’s conduct was at least not opposed
to the corporation’s best interests. In a criminal proceeding, the individual must also have either had reasonable cause to believe
the individual’s conduct was lawful or no reasonable cause to believe the individual’s conduct was unlawful. The termination
of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative
that the director did not meet the standard of conduct described in this paragraph.
The IBCL also permits a corporation
to pay for or reimburse reasonable expenses incurred before the final disposition of a proceeding (provided the director delivers a written
affirmation of such director’s good faith along with a written undertaking, among other conditions) and permits a court of competent
jurisdiction to order a corporation to indemnify a director or officer if the court determines that the person is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether or not the person met the standards for indemnification
otherwise provided in the IBCL. In addition, the IBCL permits a corporation to grant indemnification rights in addition to those provided
by statute, limited only by the fiduciary duties of the directors approving the indemnification and public policies of the State of Indiana.
The indemnification provisions
in the Registrant’s governing documents may be sufficiently broad to permit indemnification of directors and officers for liabilities
arising under the Securities Act.
Reference is made to Article VI
of the Registrant’s By-Laws, as amended and restated, effective as of February 12, 2019 (incorporated by reference to Exhibit 3.2
to the Current Report on Form 8-K filed by Cummins Inc. with the Commission on February 13, 2019 (File No. 001-04949)),
which provides for mandatory indemnification of the Registrant’s officers and directors to the fullest extent permitted by Sections
1 through 13 of IBCL Chapter 37. Article VI also provides for discretionary indemnification of the Registrant’s officers and
directors in accordance with IBCL Chapter 37.
The above is a general summary
of certain provisions of the Registrant’s By-Laws and of the IBCL and is subject in all respects to the specific and detailed provisions
of the Registrant’s By-Laws and the IBCL.
Under Indiana law, corporations
also have the power to purchase and maintain insurance for directors and officers. The Registrant maintains insurance policies insuring
its directors and officers against certain obligations that may be incurred by them.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
The following exhibits, as required
by Item 601 of Regulation S-K, are attached or incorporated by reference, as indicated below.
*Filed herewith
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of Securities Act if, in the aggregate,
the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Indiana, on May 12, 2026.
| |
CUMMINS INC. |
| |
|
|
| |
By: |
/s/ Luther E. Peters |
| |
|
Luther E. Peters |
| |
|
Vice President — Corporate
Controller (Principal Accounting Officer) |
Each person whose individual
signature appears below hereby authorizes and appoints Nicole Y. Lamb-Hale, Luther E. Peters and Mark A. Smith, and each of them, with
full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact
and agent to act in his or her name, place and stead to execute in the name and on behalf of each person, individually and in each capacity
stated below, any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that
said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done
by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below
on May 12, 2026.
| Signature | |
Title |
| | |
|
| /s/ Jennifer W. Rumsey | |
Chair and Chief Executive Officer |
| Jennifer W. Rumsey | |
(Principal Executive Officer) |
| | |
|
| /s/ Mark A. Smith | |
Vice President and Chief Financial Officer |
| Mark A. Smith | |
(Principal Financial Officer) |
| | |
|
| /s/ Luther E. Peters | |
Vice President — Corporate Controller |
| Luther E. Peters | |
(Principal Accounting Officer) |
| | |
|
| /s/ Gary L. Belske | |
Director |
| Gary L. Belske | |
|
| | |
|
| /s/ Bruno V. Di Leo Allen | |
Director |
| Bruno V. Di Leo Allen | |
|
| Signature | |
Title |
| | |
|
| /s/ Daniel W. Fisher | |
Director |
| Daniel W. Fisher | |
|
| | |
|
| /s/ Carla A. Harris | |
Director |
| Carla A. Harris | |
|
| | |
|
| /s/ Thomas J. Lynch | |
Director |
| Thomas J. Lynch | |
|
| | |
|
| /s/ William I. Miller | |
Director |
| William I. Miller | |
|
| | |
|
| /s/ Kimberly A. Nelson | |
Director |
| Kimberly A. Nelson | |
|
| | |
|
| /s/ Karen H. Quintos | |
Director |
| Karen H. Quintos | |
|
| | |
|
| /s/ John H. Stone | |
Director |
| John H. Stone | |
|
| | |
|
| /s/ Matthew Tsien | |
Director |
| Matthew Tsien | |
|
