UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: February 20, 2024

CUMMINS INC.

(Exact name of registrant as specified in its charter)

500 Jackson Street

P. O. Box 3005

Columbus, Indiana 47202-3005

(Principal Executive Office) (Zip Code)

Registrant's telephone number, including area code: (812) 377-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On February 20, 2024, Cummins Inc. (the “Company”) completed a public offering (the “Offering”) of $500 million aggregate principal amount of the Company’s 4.900% Senior Notes due 2029 (the “2029 Notes”), $750 million aggregate principal amount of the Company’s 5.150% Senior Notes due 2034 (the “20304 Notes) and $1 billion aggregate principal amount of the Company’s 5.450% Senior Notes due 2054 (the “2054 Notes,” and together with the 2029 Notes and the 2034 Notes, the “Notes”).

The Notes were issued under an Indenture (the “Base Indenture”), dated as of September 16, 2013, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”), a Seventh Supplemental Indenture (the “Seventh Supplemental Indenture”) and an Eighth Supplemental Indenture (the “Eighth Supplemental Indenture”), each dated as of February 20, 2024, between the Company and the Trustee, establishing the terms and providing for the issuance of the Notes (collectively, the “Supplemental Indentures”).

The Sixth Supplemental Indenture and form of the 2029 Note, which is included therein, provide, among other things, that the 2029 Notes bear interest at a rate of 4.900% per year (payable semi-annually in arrears on February 20 and August 20 of each year, beginning on August 20, 2024), and will mature on February 20, 2029.

The Seventh Supplemental Indenture and form of the 2034 Note, which is included therein, provide, among other things, that the 2034 Notes bear interest at a rate of 5.150% per year (payable semi-annually in arrears on February 20 and August 20 of each year, beginning on August 20, 2024), and will mature on February 20, 2034.

The Eighth Supplemental Indenture and form of the 2054 Note, which is included therein, provide, among other things, that the 2054 Notes bear interest at a rate of 5.450% per (payable semi-annually in arrears on February 20 and August 20 of each year, beginning on August 20, 2024), and will mature on February 20, 2054.

The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include repaying, redeeming, repurchasing and/or otherwise refinancing existing indebtedness.

The Company may redeem all or any portion of the Notes of each series at any time or from time to time. If the 2029 Notes are redeemed before the date that is one month prior to the maturity of the 2029 Notes, the 2034 Notes are redeemed before the date that is three months prior to the maturity of the 2034 Notes or the 2054 Notes are redeemed before the date that is six months prior to the maturity of the 2054 Notes, the redemption price will equal the principal amount of the Notes to be redeemed plus a make-whole premium. If the Company redeems the 2029 Notes on or after the date that is one month prior to the maturity date of the 2029 Notes, if the Company redeems the 2034 Notes on or after the date that is three months prior to the maturity date of the 2034 Notes and if the Company redeems the 2054 Notes on or after the date that is six months prior to the maturity date of the 2054 Notes, the redemption price for those Notes will equal 100% of the principal amount of the Notes to be redeemed. The Company will also pay accrued and unpaid interest on the principal amount being redeemed up to, but excluding, the redemption date.

The Supplemental Indentures contain customary events of default. If an event of default occurs and is continuing with respect to the Notes, then the Trustee or the holders of at least 25% of the principal amount of the outstanding Notes of that series may declare the Notes of that series to be due and payable immediately. In addition, in the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, all outstanding Notes will become due and payable immediately without any declaration or other act on the part of the Trustee or the holders of the Notes.

The descriptions of the Base Indenture and the Supplemental Indentures set forth above are qualified by reference to the Base Indenture and the Supplemental Indentures filed as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

The Notes are registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-262584) that the Company filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2022. The Company is also filing certain exhibits as part of this Current Report on Form 8-K for purposes of such Registration Statement. See “Item 9.01.  Financial Statements and Exhibits.”

(d)       Exhibits. The exhibits below are filed herewith:

EXHIBIT INDEX

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 20, 2024