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What changed in Atmus Filtration Technologies Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Atmus Filtration Technologies Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+262 added−305 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-21)

Top changes in Atmus Filtration Technologies Inc.'s 2025 10-K

262 paragraphs added · 305 removed · 222 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeAtmus’ team draws on a more than 65-year history focused on filtration and media technologies. Atmus has a broad IP portfolio with over 1,200 worldwide active or 6 Table of Contents pending patents and patent applications and over 600 worldwide trademark registrations and applications as of December 31, 2024 .
Biggest changeAtmus has a broad IP portfolio with approximately 1,200 worldwide active or pending patents and patent applications and over 650 worldwide trademark registrations and applications as of December 31, 2025. 6 Table of Contents Atmus has leveraged this expertise not only to develop its cutting-edge filters, filter systems and filtration media but also to manufacture a large portion of its proprietary filtration media.
Grow share in first-fit in core markets • Grow market share with leading OEMs. • Support technology transitions with leading OEMs. • Enhanced product content per vehicle. • Accelerate new product development.
Grow share in first-fit in core markets • Grow market share with leading OEMs. • Enhanced product content per vehicle. • Accelerate new product development. • Support technology transitions with leading OEMs.
Accelerate profitable growth in the aftermarket • Expand Atmus’ product portfolio. • Use analytics to target and capture growth opportunities. 4 Table of Contents • Expand reach through multi-channel distribution. • Invest in product technology advantage to enhance value and protect revenue.
Accelerate profitable growth in the aftermarket • Expand Atmus’ product portfolio. 4 Table of Contents • Use analytics to target and capture growth opportunities. • Expand reach through multi-channel distribution. • Invest in product technology advantage to enhance value and protect revenue.
Atmus protects its innovations that arise from research and development through patent filings, as well as through trade secrets. Although these patents, trademarks and trade secrets are generally considered beneficial 9 Table of Contents to Atmus’ operations, Atmus does not believe any patent, group of patents, trademark or trade secret is solely responsible for protecting its products .
Atmus protects its innovations that arise from research and development through patent filings, as well as through trade secrets. Although these patents, trademarks and trade secrets are 9 Table of Contents generally considered beneficial to Atmus’ operations, Atmus does not believe any patent, group of patents, trademark or trade secret is solely responsible for protecting its products .
Inclusion and Diversity Inclusion and diversity at all levels of Atmus are critical to its ability to innovate, win in the marketplace and create sustainable success. Having inclusive and diverse workplaces allows Atmus to attract and retain the best employees to deliver results for its shareholders.
Inclusion and Diversity Inclusion and diversity of perspective at all levels of Atmus are critical to its ability to innovate, win in the marketplace and create sustainable success. Having inclusive and diverse workplaces allows Atmus to attract and retain the best employees to deliver results for its shareholders.
Also, as of December 31, 2024, Atmus operates through 11 distribution centers, 10 manufacturing facilities and five technical facilities plus 10 manufacturing facilities and two technical facilities operated by its joint ventures, giving Atmus presence on six continents. 5 Table of Contents Atmus’ Premium Products Atmus offers a full spectrum of filtration solutions that enable lower emissions and provide superior asset protection.
Also, as of December 31, 2025, Atmus operates through 11 distribution centers, 10 manufacturing facilities and five technical facilities plus 10 manufacturing facilities and two technical facilities operated by its joint ventures, giving Atmus presence on six continents. 5 Table of Contents Atmus’ Premium Products Atmus offers a full spectrum of filtration solutions that enable lower emissions and provide superior asset protection.
Among these collective bargaining agreements, those for the employees in Mexico, Brazil and France are renewed annually after compensation negotiations, while the collective bargaining agreement for the Cookeville, Tennessee plant typically has a four- to five-year term. Collective bargaining for Brazil Annual Profit Sharing will take place on February 19, 2025.
Among these collective bargaining agreements, those for the employees in Mexico, Brazil and France are renewed annually after compensation negotiations, while the collective bargaining agreement for the Cookeville, Tennessee plant typically has a four- to five-year term. Collective bargaining for Brazil Annual Profit Sharing will take place on February 19, 2026.
Atmus typically ships directly from its 11 distribution centers (as of December 31, 2024) worldwide to its channel partners, which provides direct connection and detailed understanding of Atmus’ customer and end-user base. Atmus’ comprehensive distribution and market coverage are vital to maintaining its broad reach, global presence and brand recognition .
Atmus typically ships directly from its 11 distribution centers (as of December 31, 2025) worldwide to its channel partners, which provides direct connection and detailed understanding of Atmus’ customer and end-user base. Atmus’ comprehensive distribution and market coverage are vital to maintaining its broad reach, global presence and brand recognition .
Atmus encourages its employees to promote safety through personal accountability, managing risk, and adopting positive behaviors. By employing these safety guidelines, Atmus seeks to achieve its goal of zero serious injury fatalities caused by machinery safety hazards due to the lack of or failure of safety control measures .
Atmus encourages its employees to promote safety through personal accountability, managing risk, and adopting positive behaviors. By employing these safety guidelines, Atmus seeks to maintain its goal of zero serious injury fatalities caused by machinery safety hazards due to the lack of or failure of safety control measures .
Research, Development and Engineering In 2024, Atmus continued to invest in future critical technologies and products. Atmus will continue to make investments to develop new technologies and improve its current products to meet increasing and changing emissions and engine performance requirements globally for diesel and hydrocarbon-powered equipment.
Research, Development and Engineering In 2025, Atmus continued to invest in future critical technologies and products. Atmus will continue to make investments to develop new technologies and improve its current products to meet increasing and changing emissions and engine performance requirements globally for diesel and hydrocarbon-powered equipment.
Collectively, Atmus’ net sales from its next four top customers, other than Cummins, was approximately 40% of Atmus’ net sales in 2024 and approximately 39% in 2023 and 2022, respectively. Excluding Cummins, two other customers, PACCAR and the Traton Group, accounted for more than 10% of Atmus’ net sales in 2024.
Collectively, Atmus’ net sales from its next four top customers, other than Cummins, was approximately 40% of Atmus’ net sales in 2025 and approximately 40% in 2024 and 39% in 2023, respectively. Excluding Cummins, two other customers, PACCAR and the Traton Group, accounted for more than 10% of Atmus’ net sales in 2025.
Masters currently serves as Atmus’ Senior Vice President and President, Power Solutions and previously served as Executive Director of Global Sales and Marketing of Cummins Filtration Inc. Prior to that role, Mr.
Charles E. Masters currently serves as Atmus’ Senior Vice President and President, Power Solutions and previously served as Executive Director of Global Sales and Marketing of Cummins Filtration Inc. Prior to that role, Mr.
Human Capital Resources As of December 31, 2024, Atmus employed approximately 4,500 persons worldwide. As of December 31, 2024, approximately 53% of Atmus’ employees worldwide were represented by various unions under collective bargaining agreements.
Human Capital Resources As of December 31, 2025, Atmus employed approximately 4,500 persons worldwide. As of December 31, 2025, approximately 53% of Atmus’ employees worldwide were represented by various unions under collective bargaining agreements.
Atmus has a broad IP portfolio with over 1,200 worldwide active or pending patents and patent applications and over 650 worldwide trademark registrations and applications as of December 31, 2024, which were granted and registered over a period of years. Atmus’ leading brand house trademark is Fleetguard.
Atmus has a broad IP portfolio with approximately 1,200 worldwide active or pending patents and patent applications and over 650 worldwide trademark registrations and applications as of December 31, 2025, which were granted and registered over a period of years. Atmus’ leading brand house trademark is Fleetguard.
Annual term collective bargaining for Mexico and France were recently successfully completed. These collective bargaining agreements have terms that will expire between December 2025 and February 2026.
Annual term collective bargaining for Mexico and France were recently successfully completed. These collective bargaining agreements have terms that will expire between December 2026 and February 2027.
Every day, Atmus is committed to continually improve the health and safety of its work environment, taking action to achieve its goal that nobody gets hurt.
Every day, Atmus is committed to continually improving the health and safety of its work environment, taking action to achieve its goal that nobody gets hurt.
Atmus maintains strong global customer relationships, supported by an established salesforce with work locations in over 25 countries as of December 31, 2024.
Atmus maintains strong global customer relationships, supported by an established salesforce with work locations in over 25 countries as of December 31, 2025.
These filings are available on the SEC’s website at www.sec.gov . 12 Table of Contents MANAGEMENT OF ATMUS Executive Officers The following table sets forth information, as of February 21, 2025, regarding the individuals who serve as Atmus’ executive officers, followed by a biography of each executive officer. Name Age Positions Stephanie J.
These filings are available on the SEC’s website at www.sec.gov . 12 Table of Contents MANAGEMENT OF ATMUS Executive Officers The following table sets forth information, as of February 13, 2026, regarding the individuals who serve as Atmus’ executive officers, followed by a biography of each executive officer. Name Age Positions Stephanie J.
Research, development and engineering expenditures include salaries, contractor fees, building costs, utilities, testing, technical IT, administrative expenses and allocation of corporate costs and are expensed when incurred. Research, development and engineering expenses were $40.6 million, $42.5 million, and $38.6 million for the years ended December 31, 2024, 2023 and 2022, respectively .
Research, development and engineering expenditures include salaries, contractor fees, building costs, utilities, testing, technical IT, administrative expenses and allocation of corporate costs and are expensed when incurred. Research, development and engineering expenses were $40.7 million, $40.6 million, and $42.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Atmus’ Global Footprint Atmus serves end-users globally, with approximately 48% of its Net sales in 2024 from outside of the United States and Canada. Atmus believes that it, together with its joint ventures in China and India, has a leading position in its core markets, based on Net sales in 2024.
Atmus’ Global Footprint Atmus serves end-users globally, with approximately 46% of its Net sales in 2025 from outside of the United States and Canada. Atmus believes that it, together with its joint ventures in China and India, has a leading position in its core markets, based on Net sales in 2025.
Atmus sells both first-fit and aftermarket products to these customers and has been selling to each of them for at least 10 years. These customers in the aggregate accounted for approximately 68% of Atmus’ net sales in 2024 and have consistently accounted for more than 67% of Atmus’ net sales in each of the last five years.
Atmus sells both first-fit and aftermarket products to these customers and has been selling to each of them for at least 10 years. These customers in the aggregate accounted for approximately 70% of Atmus’ net sales in 2025 and have consistently accounted for more than 67% of Atmus’ net sales in each of the last five years.
Atmus estimates that approximately 14% of Atmus’ net sales in 2024 were generated through first-fit sales to original equipment manufacturers (“OEM”s), where Atmus’ products are installed as components for new vehicles and equipment, and approximately 86% were generated in the aftermarket, where Atmus’ products are installed as replacement or repair parts, leading to a strong recurring revenue base.
Atmus estimates that approximately 14% of Atmus’ net sales in 2025 were generated through first-fit sales to original equipment manufacturers (“OEM”s), where Atmus’ products are installed as components for new vehicles and equipment, and approximately 86% were generated in the aftermarket, where Atmus’ products are installed as replacement o r repair parts, leading to a strong recurring revenue base.
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, Stephanie J. Disher served as Vice President, Cummins and President, Cummins Filtration where she has demonstrated a continued track record of strong business performance, innovation and operational excellence. Jack M.
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. Prior to her current role, Stephanie J. Disher served as Vice President, Cummins and President, Cummins Filtration where she has demonstrated a continued track record of strong business performance, innovation and operational excellence. Jack M.
Cummins is Atmus’ largest customer, accounting for approximately 17.6% of Atmus’ net sales in 2024, 17.4% in 2023 and 19.3% in 2022, respectively. In connection with the Separation, Atmus entered into a first-fit supply agreement and an aftermarket supply agreement with Cummins for Atmus’ first-fit and aftermarket products.
Cummins is Atmus’ largest customer, accounting for approximately 18.8% of Atmus’ net sales in 2025, 17.6% in 2024 and 17.4% in 2023, respectively. In connection with the Separation, Atmus entered into a first-fit supply agreement and an aftermarket supply agreement with Cummins for Atmus’ first-fit and aftermarket products.
Disher previously served as Vice President, Cummins and President, Cummins Filtration. Prior to that role, Ms. Disher served in various leadership roles since joining Cummins in 2013, including as Operations Director and Managing Director for Cummins in the South Pacific region. Ms.
Disher currently serves as Atmus’ Chief Executive Officer and President. Ms. Disher previously served as Vice President, Cummins and President, Cummins Filtration. Prior to that role, Ms. Disher served in various leadership roles since joining Cummins in 2013, including as Operations Director and Managing Director for Cummins in the South Pacific region. Ms.
Disher, its Senior Vice President, Chief Financial Officer and Chief Accounting Officer, Jack M. Kienzler, its Senior Vice President and Chief People Officer, Renee M. Swan and its Senior Vice President and President, Power Solutions, Charles E. Masters. Stephanie J.
Disher, its Senior Vice President, Chief Financial Officer and Chief Accounting Officer, Jack M. Kienzler, its Senior Vice President and Chief People Officer, Renee M. Swan, its Senior Vice President and President, Power Solutions, Charles E. Masters, and its Senior Vice President, Chief Legal Officer and Corporate Secretary, Laura Heltebran. Stephanie J.
Swan previously served as Vice President of Human Resources for the communication systems segment of L3Harris Technologies, Inc. Ms. Swan has over two decades of experience in human resources disciplines, having spent time with Kennametal, Honeywell International, and Eaton Corporation in progressive human resources responsibilities. Ms.
Renee M. Swan currently serves as Atmus’ Senior Vice President and Chief People Officer. Ms. Swan previously served as Vice President of Human Resources for the communication systems segment of L3Harris Technologies, Inc. Ms. Swan has over two decades of experience in human resources disciplines, having spent time with Kennametal, Honeywell International, and Eaton Corporation in progressive human resources responsibilities.
Building on Atmus’ more than 65-year history, Atmus continues to grow and differentiate itself through its global footprint, comprehensive offering of premium products, technology leadership and multi-channel path to market. For the year ended December 31, 2024, Atmus generated $1,669.6 million in Net sales, $185.6 million in Net income and $329.5 million in Adjusted EBITDA.
Building on Atmus’ more than 65-year history, Atmus continues to grow and differentiate itself through its global footprint, comprehensive offering of premium products, technology leadership and multi-channel path to market. For the year ended December 31, 2025 , Atmus generated $1,764.3 million in Net sales, $207.4 million in Net income and $353.5 million in Adjusted EBITDA.
Atmus’ current core markets are on-highway and off-highway, representing approximately 60% and 40% of Atmus’ net sales in 2024, respectively . Atmus estimates that approximately 86% of Atmus’ net sales in 2024 were generated in the aftermarket .
Atmus’ current core markets are on-highway and off-highway, representing approximately 58% and 42% of Atmus’ net sales in 2025, respectively. Atmus estimates that approximately 86% of Atmus’ net sales in 2025 were generated in the aftermarket.
Swan has a Master of Professional Studies in Human Resource Management from Cornell University, a Master of Business Administration degree from Point Park University and a Bachelor's in Communications from the University of Pittsburgh . Charles E.
Ms. Swan has a Master of Professional Studies in Human Resource Management from Cornell University, a Master of Business Administration degree from Point Park University and a Bachelor's in Communications from the University of Pittsburgh . 13 Table of Contents
At this time, three out of Atmus’ seven directors are female, including its Chief Executive Officer, and two out of its seven directors are ethnically diverse. In addition, 38% of Atmus’ executive team is female, including its Chief Executive Officer, and 13% is ethnically diverse.
At this time, three out of Atmus’ eight directors are female, including its Chief Executive Officer, and two out of its eight directors are ethnically diverse. In addition, 43% of Atmus’ executive team is female, including its Chief Executive Officer, and 14% is ethnically diverse.
Atmus 10 Table of Contents is embracing these opportunities as Atmus simplifies its organizational structures and processes, further empowers managers and employees to make decisions and generate positive results, increases employee communication and interaction with senior leadership and enhances a work environment that is inclusive, transparent, agile and team-oriented . Purpose and Core Values Atmus is a purpose-driven company.
Atmus empowers managers and employees to make decisions and generate positive results, 10 Table of Contents increases employee communication and interaction with senior leadership and enhances a work environment that is inclusive, transparent, agile and team-oriented . Purpose and Core Values Atmus is a purpose-driven company.
Building on a long history that has emphasized inclusion and diversity, Atmus will continue to seek opportunities and invest in processes that attract, develop and retain diverse talent, globally. Atmus will measure outcomes and ensure that all employees can benefit from being a part of Atmus. This starts by ensuring that the leadership of Atmus is diverse.
Building on a long history that has emphasized inclusion and diversity, Atmus will continue to seek opportunities and invest in processes that attract, develop and retain diverse talent, globally. Atmus will ensure that all employees can benefit from being a part of Atmus. This begins with the leadership team at Atmus.
Kienzler served in various leadership roles since joining Cummins in 2014. Mr. Kienzler holds a Bachelor of Science in Finance and Accounting from Indiana University and a Master of Business Administration from the Indiana University Kelley School of Business . Renee M. Swan currently serves as Atmus’ Senior Vice President and Chief People Officer. Ms.
Kienzler served in various leadership roles since joining Cummins in 2014. Mr. Kienzler holds a Bachelor of Science in Finance and Accounting from Indiana University and a Master of Business Administration from the Indiana University Kelley School of Business . Laura B. Heltebran currently serves as Atmus’ Senior Vice President, Chief Legal Officer and Corporate Secretary. Ms.
Masters joined Cummins in 2003 and has over 20 years of experience in global sales and operational leadership roles within Cummins. Atmus’ leadership team has the ability to develop and execute its strategic vision and aims to create long-term shareholder value. Atmus benefits from its team’s industry knowledge and track record of successful product innovation and financial performance.
Atmus’ leadership team has the ability to develop and execute its strategic vision and aims to create long-term shareholder value. Atmus benefits from its team’s industry knowledge and track record of successful product innovation and financial performance.
Atmus’ global team, located in different regions of the world, uses various approaches to identify and resolve threats to supply continuity . Supply chain disruptions can impact Atmus’ business as well as its suppliers and customers, resulting in longer lead times in some areas of its business. Orders are typically issued as rolling releases with a specific lead time.
Supply chain disruptions can impact Atmus’ business as well as its suppliers and customers, resulting in longer lead times in some areas of its business. Orders are typically issued as rolling releases with a specific lead time.
To drive these net sales, Atmus has developed a multi-channel path to global markets that ensures broad product availability and provides end-users with choice and flexibility in purchasing.
To drive these net sales, Atmus has developed a multi-channel path to global markets that ensures broad product availability and provides end-users with choice and flexibility in purchasing. Atmus distributes its products through a broad range of OEM dealers, independent distributors, and retail outlets, including truck stops .
In 2024, material costs represented approximately 61% of Atmus’ cost of sales, compared to 57% of Atmus’ cost of sales in 2023 . Customer Concentration Atmus has thousands of customers around the world and has developed long-standing business relationships with many of them.
Atmus expects these materials to be available from numerous sources in quantities sufficient to meet our requirements. In 2025, material costs represented approximately 60% of Atmus’ cost of sales, compared to 61% of Atmus’ cost of sales in 2024. Customer Concentration Atmus has thousands of customers around the world and has developed long-standing business relationships with many of them.
Atmus monitors supply chain disruptions and conducts structured supplier risk and resiliency assessments. Atmus increased the frequency of its formal and informal supplier engagement to address potentially impactful supply base constraints and enhanced collaboration to develop specific countermeasures to mitigate risks.
Atmus monitors supply chain disruptions and conducts structured supplier risk and resiliency assessments. Atmus performs formal and informal supplier engagements to address potentially impactful supply base constraints and enhanced collaboration to develop specific countermeasures to mitigate risks. Atmus’ global team, located in different regions of the world, uses various approaches to identify and resolve threats to supply continuity .
Atmus’ technology allows it to deliver performance-enabling and customized filtration solutions for its end-users, which creates long-lasting partnerships with its customers . Iconic Fleetguard brand with premium products Atmus believes that Fleetguard is a premium, leading brand that is strongly associated with reliability and strong performance. Atmus offers a full suite of Fleetguard-branded filtration products.
Iconic Fleetguard brand with premium products Atmus believes that Fleetguard is a premium, leading brand that is strongly associated with reliability and strong performance. Atmus offers a full suite of Fleetguard-branded filtration products.
Disher 49 Chief Executive Officer and President Jack M. Kienzler 39 Senior Vice President, Chief Financial Officer and Chief Accounting Officer Renee M. Swan 44 Senior Vice President and Chief People Officer Charles E. Masters 52 Senior Vice President and President, Power Solutions Stephanie J. Disher currently serves as Atmus’ Chief Executive Officer and President. Ms.
Disher 50 Chief Executive Officer and President Jack M. Kienzler 40 Senior Vice President, Chief Financial Officer and Chief Accounting Officer Laura B. Heltebran 61 Senior Vice President, Chief Legal Officer and Corporate Secretary Charles E. Masters 53 Senior Vice President and President, Power Solutions Renee M. Swan 45 Senior Vice President and Chief People Officer Stephanie J.
Cummins is Atmus’ largest customer and accounted for approximately 17.6% of Atmus’ net sales in 2024. This relationship is defined by the first-fit supply agreement and the aftermarket supply agreement. These supply agreements will help give Atmus visibility and stability to its future sales within the terms of the agreements.
Cummins is Atmus’ largest customer and accounted for approximately 18.8% of Atmus’ net sales in 2025. This relationship is defined by the first-fit supply agreement and the aftermarket supply agreement. Atmus maintains its strong relationship with Cummins, supported by these contractual relationships and due to its 65 year history embedded with Cummins.
Atmus’ close relationships with the OEMs and strong first-fit installed base position Atmus 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 Atmus’ products at their dealerships .
The dealers of the OEMs are typically the channel preferred by customers in many markets. Atmus’ close relationships with the OEMs and strong first-fit installed base position Atmus well with the OEM dealer network and large fleet customers.
In addition, Cummins distributors, independent distributors and retailers enable Atmus to reach a broader end-user market and create additional points of sale or service.
For example, the dealers of four of the largest North America on-highway OEMs carry a significant range of Atmus’ products at their dealerships . 7 Table of Contents In addition, independent distributors and retailers enable Atmus to reach a broader end-user market and create additional points of sale or service.
Materials The principal materials that Atmus uses directly in manufacturing its products are steel, filter media and petrochemical-based products, including plastic, rubber and adhesives products. Atmus expects these materials to be available from numerous sources in quantities sufficient to meet our requirements.
When these orders are on backlog, they are often subject to cancellation on reasonable notice without cancellation charges, and therefore are not considered firm . Materials The principal materials that Atmus uses directly in manufacturing its products are steel, filter media and petrochemical-based products, including plastic, rubber and adhesives products.
Atmus partners with Cummins 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 Atmus’ global presence provides a diverse and stable customer base across truck, bus, agriculture, construction, mining and power generation vehicles and equipment markets.
This gives Atmus a deep understanding of Cummins needs, which enables Atmus to deliver high-quality, higher-performance products that deliver value to Cummins. Multi-channel path to diverse global markets Atmus’ global presence provides a diverse and stable customer base across truck, bus, agriculture, construction, mining and power generation vehicles and equipment markets.
StrataPore, NanoNet, NanoForce, NanoNet Plus and most recently, NanoNet N3 product families have enabled engines and equipment to meet continually changing emissions and performance requirements . Atmus’ technical team works closely with Atmus’ customers to develop and apply filtration technologies that help them improve their operations.
This allows Atmus to move swiftly from development to application of filtration technologies that protect and enhance the operation of its customer’s equipment and machines. StrataPore, NanoNet, NanoForce, NanoNet Plus and most recently, NanoNet N3 product families have enabled engines and equipment to meet continually changing emissions and performance requirements .
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Atmus has leveraged this expertise not only to develop its cutting-edge filters, filter systems and filtration media but also to manufacture a large portion of its proprietary filtration media. This allows Atmus to move swiftly from development to application of filtration technologies that protect and enhance the operation of its customer’s equipment and machines.
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Atmus’ team draws on a more than 65-year history focused on filtration and media technologies.
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In addition, for 65 years prior to the Separation, Atmus’ sales and technical teams have been embedded with Cummins, allowing Atmus to have a deep understanding of their needs, which enables Atmus to deliver high-quality, high-performance products that deliver value to Cummins.
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Atmus’ technical team works closely with Atmus’ customers to develop and apply filtration technologies that help them improve their operations. Atmus’ technology allows it to deliver performance-enabling and customized filtration solutions for its end-users, which creates long-lasting partnerships with its customers .
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Atmus distributes its products through a broad range of OEM dealers, independent distributors, and retail outlets, including truck stops . 7 Table of Contents The dealers of the OEMs are typically the channel preferred by customers in many markets.
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Masters joined Cummins in 2003 and has over 20 years of experience in global sales and operational leadership roles within Cummins. Laura Heltebran joined Atmus in May 2025 and brings over 25 years of legal, ethics and compliance experience with public companies across several industries including, technology, hospitality, and aviation.
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When these orders are on backlog, they are often subject to cancellation on reasonable notice without cancellation charges, and therefore are not considered firm. Atmus is working closely with its customers to meet demand and work through backlogs as efficiently as possible .
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Heltebran previously served as Executive Vice President, Chief Legal Office and Corporate Secretary with Wheels Up. Prior to Wheels Up, Ms. Heltebran served as Senior Vice President and Deputy General Counsel at Hilton Worldwide. Ms. Heltebran holds a Bachelor of Arts degree from George Mason University and a Juris Doctor degree from Antonin Scalia Law School, George Mason University.
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The global COVID-19 pandemic redefined the way Atmus has traditionally worked and created both new expectations by employees, as well as new ways to work flexibly and seamlessly on a global basis.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese provisions provide for: • a classified board of directors, with our board of directors divided into three classes and with each class serving a staggered three-year term; • advance notice requirements regarding how our shareholders may present proposals or nominate directors for election at shareholder meetings; • 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; • the inability of shareholders to call special meetings of shareholders and the requirement that all shareholder action be taken at a meeting rather than by written consent; • our directors may be removed only for cause and only by a 75% shareholder vote; and • a 75% shareholder 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 of directors and the removal of directors only for cause; (ii) our shareholders, including related to the inability of shareholders to call special meetings of shareholders and the inability of shareholders to act by written consent; and (iii) the ability of our board of directors and our shareholders to amend or repeal our bylaws.
Biggest changeThese provisions provide for: • advance notice requirements regarding how our shareholders may present proposals or nominate directors for election at shareholder meetings; • 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; and • the inability of shareholders to call special meetings of shareholders and the requirement that all shareholder action be taken at a meeting rather than by written consent.
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.
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, warranty, or safety issues result from compromised production.
You should carefully consider the following risk factors in addition to the other information included in this Annual Report on Form 10-K for the fiscal-year ended December 31, 2024, and should also carefully consider the matters addressed in the section herein entitled “Cautionary Statements and Risk Factor Summary.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, financial condition, results of operation or cash flows.
You should carefully consider the following risk factors in addition to the other information included in this Annual Report on Form 10-K for the fiscal-year ended December 31, 2025, and should also carefully consider the matters addressed in the section herein entitled “Cautionary Statements and Risk Factor Summary.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, financial condition, results of operation or cash flows.
In order to support the new business processes under the terms of our transition services agreement with Cummins, we have made significant configuration, process and data changes within many of the information technology systems that we use.
In order to support the new business processes under the terms of our transition services agreement with Cummins, we made significant configuration, process and data changes within many of the information technology systems that we use.
Sales to Cummins joint ventures and to distributors that 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.
Sales to Cummins joint ventures and to distributors that Cummins has a relationship with 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.
Changes in laws, regulations and government policies on foreign trade and investment, including as a result of the recent change in U.S. presidential administration, 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.
Changes in laws, regulations and government policies on foreign trade and investment, including as a result of changes in U.S. presidential administration, 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.
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.
Even if we were 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.
Our largest global manufacturing facility is in San Luis Potosi, Mexico, and it supplies products to our U.S. market. There can be no assurance that the consequences of these actions, given our global operations, will not have a material adverse effect upon our business, financial condition, results of operations or cash flows.
Our largest global manufacturing facility is in San Luis Potosi, Mexico, and it supplies products to our U.S. and global markets. There can be no assurance that the consequences of these actions, given our global operations, will not have a material adverse effect upon our business, financial condition, results of operations or cash flows.
Risks Related to Legal and Regulatory Issues • Sales of counterfeit versions of products, as well as unauthorized sales of products. • Statutory and regulatory requirements that can significantly increase costs. • Changes in international, national and regional trade laws, regulations and policies affecting international trade. • Unanticipated changes in Atmus' effective tax rate, the adoption of new tax legislation or exposure to additional income tax liabilities, as well as audits by tax authorities resulting in additional tax payments for prior periods. • Changes in tax law relating to multinational corporations. 14 Table of Contents • Significant compliance costs and reputational and legal risks imposed by Atmus' global operations and the laws and regulations to which these are subject. • Effects of climate change may cause Atmus to incur increased costs. • Operations being subject to increasingly stringent environmental laws and regulations as well as to laws requiring cleanup of contaminated property.
Risks Related to Legal and Regulatory Issues • Sales of counterfeit versions of products, as well as unauthorized sales of products. • Statutory and regulatory requirements that can significantly increase costs. • Changes in international, national and regional trade laws, regulations and policies affecting international trade. 14 Table of Contents • Unanticipated changes in Atmus' effective tax rate, the adoption of new tax legislation or exposure to additional income tax liabilities, as well as audits by tax authorities resulting in additional tax payments for prior periods. • Significant compliance costs and reputational and legal risks imposed by Atmus' global operations and the laws and regulations to which these are subject. • Effects of climate change may cause Atmus to incur increased costs. • Operations being subject to increasingly stringent environmental laws and regulations as well as to laws requiring cleanup of contaminated property.
We have no obligation to continue paying a quarterly cash dividend to holders of our common stock, and our dividend policy may change at any time without notice to our stockholders. The payment of any dividends in the future to our stockholders, and the timing and amount thereof, will fall within the discretion of our board of directors.
We have no obligation to continue paying a quarterly cash dividend to holders of our common stock, and our dividend policy may change at any time without notice to our shareholders. The payment of any dividends in the future to our shareholders, and the timing and amount thereof, will fall within the discretion of our board of directors.
Our business is subject to the political, economic and other risks that are inherent in operating in numerous countries, including: • public health crises, including the spread of a contagious disease, such as COVID-19 and other catastrophic events; • the difficulty of enforcing agreements and collecting receivables through foreign legal systems; • the imposition of taxes on foreign income and tax rates in certain foreign countries that exceed those in the U.S.; • difficulty in staffing and managing widespread operations and the application of foreign labor regulations; • required compliance with a variety of foreign laws and regulations; and • changes in general economic and political conditions, including changes in relationship with the U.S. in countries where we operate, particularly in Mexico, Canada, China, India and other emerging markets.
Our business is subject to the political, economic and other risks that are inherent in operating in numerous countries, including: • public health crises, including the spread of a contagious disease and other catastrophic events; • the difficulty of enforcing agreements and collecting receivables through foreign legal systems; • the imposition of taxes on foreign income and tax rates in certain foreign countries that exceed those in the U.S.; • difficulty in staffing and managing widespread operations and the application of foreign labor regulations; • required compliance with a variety of foreign laws and regulations; and • changes in general economic and political conditions, including changes in relationship with the U.S. in countries where we operate, particularly in Mexico, Canada, China, India and other emerging markets.
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 23 Table of Contents 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, results of operations or cash flows.
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, results of operations or cash flows.
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, 2024.
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, 2025.
There can be no assurance that any stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares of common stock. We cannot guarantee the payment of dividends on our common stock, or the timing, or amount of any such dividends.
There can be no assurance that any stock repurchases will enhance shareholder value because the market price of our common stock may decline below the levels at which we repurchased shares of common stock. We cannot guarantee the payment of dividends on our common stock, or the timing, or amount of any such dividends.
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 reputation, brand, business, financial condition, results of operations or cash flows.
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 21 Table of Contents customers’ requirements. The discovery of noncompliance issues could have a material adverse impact on our reputation, brand, business, financial condition, results of operations or cash flows.
Our board of directors’ 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 the agreements governing our indebtedness, general economic business conditions, industry practice, legal requirements and other factors that our board of directors may deem relevant.
Our board of directors’ 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 30 Table of Contents the agreements governing our indebtedness, general economic business conditions, industry practice, legal requirements and other factors that our board of directors may deem relevant.
Additionally, there can be no assurance that our expectations regarding new and developing alternate fuel technologies, including with respect to which technologies will prevail and the development of filtration content for those technologies, will prove to be accurate. Such disruptive innovation could create new markets for others and displace existing companies and products.
Additionally, there can be no assurance that our expectations regarding new and developing alternate fuel technologies, including with respect to which technologies will prevail and the development of filtration 17 Table of Contents content for those technologies, will prove to be accurate. Such disruptive innovation could create new markets for others and displace existing companies and products.
Our intellectual property may be challenged, opposed, invalidated, diluted, cancelled, declared generic, 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.
Our intellectual property may be challenged, opposed, invalidated, diluted, cancelled, declared generic, 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 20 Table of Contents property on reasonable terms, or at all.
In addition, the global nature of our business increases the risk that our 21 Table of Contents 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.
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.
Our business is sensitive to global macroeconomic conditions. Future macroeconomic downturns may have an adverse effect on our business, financial condition, results of operations or cash flows, as well as on our distributors, customers, end-users and suppliers, and on activity in many of the industries and markets we serve.
Our business is sensitive to global macroeconomic conditions. Future macroeconomic downturns may have an adverse effect on our business, financial condition, results of operations or cash flows, as well as on our distributors, customers, end-users and suppliers, and on activity in many of the industries and markets we 27 Table of Contents serve.
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.
Our income tax provision and cash tax liability in the future could be adversely affected by the adoption of new tax legislation, 22 Table of Contents 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.
See “ Description of Material Indebtedness of Atmus .” 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.
See “ Description of Material Indebtedness of Atmus .” 28 Table of Contents 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.
The use of our filtration products as 16 Table of Contents 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.
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.
In addition, we provide opportunities for remote working to our employees, which may pose additional information 26 Table of Contents technology risks. 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.
In addition, we provide opportunities for remote working to our employees, which may pose additional information technology risks. 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 have no reason to believe that we will be materially impacted by work stoppages or other labor matters, there can be no 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.
While we have no reason to believe that we will be materially impacted by work stoppages or other labor matters, we have experienced such issues and there can be no 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.
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, results of operations or cash flows may be materially adversely affected.
If our information technology systems and processes were not sufficient to support our business and financial reporting functions, or if we failed 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, results of operations or cash flows may be materially adversely affected.
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.
Factors that can cause us to not realize expected benefits or execute our plans for productivity improvements include, but are not limited to 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.
Our cyber insurance policies 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.
Our cyber insurance policies 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 25 Table of Contents imposed or defense costs incurred.
Our products are exposed to variability in material and commodity costs. Our business establishes 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.
Our business establishes 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.
The insurance coverage we have entered 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 expenses in order to produce sufficient inventory.
The insurance coverage we maintain, 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 customer needs or require us to incur additional expenses to produce sufficient inventory.
Among the economic factors which may have such an effect are: public health crises such as pandemics and epidemics, currency exchange rates, difficulties entering new markets, tariffs and governmental trade and 28 Table of Contents monetary policies, and general economic conditions such as inflation, deflation, interest rates and credit availability.
Among the economic factors which may have such an effect are: public health crises such as pandemics and epidemics, currency exchange rates, difficulties entering new markets, tariffs and governmental trade and monetary policies, and general economic conditions such as inflation, deflation, interest rates and credit availability.
The agreements we entered 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.
The agreements we entered with Cummins in connection with the separation, including the employee matters agreement, tax matters agreement, intellectual property license agreement, first-fit supply agreement, aftermarket supply agreement, and transitional trademark license agreement, were prepared in the context of our separation from Cummins while we were still a wholly-owned subsidiary of Cummins.
As required under current accounting rules, we assess goodwill for impairment at least annually and whenever changes in circumstances 27 Table of Contents indicate that the carrying amount may not be recoverable from estimated future cash flows. As of December 31, 2024, management has deemed there is no impairment of our recorded goodwill.
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, 2025, management has deemed there is no impairment of our recorded goodwill.
Our amended and restated certificate of incorporation provides 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 (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of us to us or our shareholders, (iii) any action arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our bylaws or (iv) any action asserting a claim governed by the internal affairs 33 Table of Contents doctrine.
Our Charter provides 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 (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of us to us or our shareholders, (iii) any action arising pursuant to any provision of the DGCL, our Charter or our Bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine.
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.
Additionally, there can be 23 Table of Contents 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 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.
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 Charter to be inapplicable or unenforceable in such action.
If illegal sales 22 Table of Contents of counterfeit products result in adverse product liability or negative consumer experiences, we may be associated with negative publicity resulting from such incidents.
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.
We may not be able to affect any such alternative measures on 30 Table of Contents commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations.
We may not be able to affect 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.
Risks Related to Macroeconomic and Geopolitical Conditions • Increased tariffs or the imposition of other barriers to international trade. • Political, economic, and social uncertainty in geographies where Atmus has significant operations or large offerings of products. • Uncertain worldwide and regional market and economic conditions.
Risks Related to Macroeconomic and Geopolitical Conditions • Increased tariffs or the imposition of other barriers to international trade. • Political, economic, and social uncertainty in geographies where Atmus has significant operations or large offerings of products.
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).
Ltd., 16 Table of Contents 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).
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, cyber-attack or other catastrophe in countries in which we operate or in which our suppliers are located.
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, cyber-attack or other catastrophe in countries in which we operate.
If we default on our obligations under such facilities, the lenders may have the right to foreclose upon and sell, or otherwise transfer, the collateral subject to their security interests or their superior claim.
If we default on our obligations under such facilities, the lenders may have the right to foreclose 29 Table of Contents upon and sell, or otherwise transfer, the collateral subject to their security interests or their superior claim.
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.
Interruptions in the supply of critical materials and components could materially and adversely affect our business. 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.
Our amended and restated certificate of incorporation and bylaws 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.
Our Charter and Bylaws 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.
For example, 39% of our net sales in 2024 were denominated in a currency other than the U.S. dollar. Additionally, the appreciation of the U.S. dollar against foreign currencies has had and could continue to have a negative impact on our consolidated results of operations due to translation impacts.
For example, 37% o f our net sales in 2025 were denominated in a currency other than the U.S. dollar. Additionally, the appreciation of the U.S. dollar against foreign currencies has had and could continue to have a negative impact on our consolidated results of operations due to translation impacts.
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.
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 could result in declining margins.
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.
The provision of our Charter 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.
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 business, financial condition, results of operations or cash flows.
Certain unexpected events could adversely impact our business, financial condition, results of operations or cash flows. 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 business, financial condition, results of operations or cash flows.
The loss of such net sales to any of such significant customers would have a material and adverse effect on our business, financial condition, results of operations and cash flows. Cummins is our largest customer. For the year ended December 31, 2024, net sales to Cummins accounted for approximately 17.6% of our net sales.
The loss of such net sales to any of such significant customers would have a material and adverse effect on our business, financial condition, results of operations and cash flows. For the year ended December 31, 2025, net sales to Cummins, our largest customer, accounted for approximately 18.8% of our net sales.
Risks Related to Cybersecurity and Information Technology Infrastructure • Potential system or data security breaches or other disruptions. • Dependence on information technology infrastructure and assets that are increasing in complexity. Risks Related to Finance and Financial Market Conditions • Foreign currency exchange rate. • Potential economic downturns that could cause the balances of recorded goodwill to decrease.
Risks Related to Cybersecurity and Information Technology Infrastructure • Potential system or data security breaches or other disruptions. Risks Related to Finance and Financial Market Conditions • Foreign currency exchange rate. • Potential economic downturns that could cause the balances of recorded goodwill to decrease.
If we are unsuccessful in adapting our technologies or expanding into adjacent markets, these disruptions could result in significant negative consequences for us. Our future growth is dependent on properly addressing future customer and end-user needs and adapting our products in line with global technology trends.
If we are unsuccessful in adapting our technologies or expanding into adjacent markets, these disruptions could result in significant negative consequences for us. Our future growth is dependent on properly addressing future customer and end-user needs and adapting our products in line with global technology trends. Our ability to attract and retain qualified personnel is critical to our success.
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.
Additionally, higher material and commodity costs around the world may offset our efforts to reduce our cost structure. In recent years, economies around the world have also generally seen significant inflationary pressures.
However, prior to the completion of the IPO, Cummins initiated a competitive process to source a selective group of future first-fit programs and associated aftermarket products from its filtration product suppliers, including us. Subsequently, we were successful in being awarded this business.
However, prior to the completion of the IPO, Cummins initiated a competitive process to source a selective group of future first-fit programs and associated aftermarket products from its filtration product 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.
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, results of operations or cash flows. We may be adversely impacted by work stoppages and other labor matters. As of December 31, 2024, we employed approximately 4,500 persons worldwide.
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, results of operations or cash flows. We may be adversely impacted by work stoppages and other labor matters.
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 Cummins’ 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.
While we will have a preferred supplier relationship with Cummins, we will have to successfully win bids through Cummins’ 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.
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, bans on future sales of gas-powered vehicles, and measures intended to incentivize GHG reduction such as fuel taxes, carbon taxes and subsidies.
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, bans on future sales of gas-powered vehicles, and measures intended to incentivize GHG reduction such as fuel taxes, carbon taxes and subsidies.
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, hydrogen internal combustion engines and fuel cells, among others.
As a result of these risks, and as we have seen OEMs begin to invest 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.
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, results of operations or cash flows.
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, results of operations or cash flows. 24 Table of Contents Our operations are subject to increasingly stringent environmental laws and regulations, and we are also subject to laws requiring cleanup of contaminated property.
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.
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.
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.
For example, 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.
Any person or entity purchasing or otherwise acquiring any interest in shares of our common stock will be deemed to have notice of, and consented to, the exclusive forum provisions in our amended and restated certificate of incorporation.
Any person or entity purchasing or 31 Table of Contents otherwise acquiring any interest in shares of our common stock will be deemed to have notice of, and consented to, the exclusive forum provisions in our Charter.
Changes to trade protection measures and import or export licensing requirements; the imposition of new, additional, or retaliatory tariffs, quotas, exchange controls, sanctions, trade barriers or other restrictions (including recent U.S. tariffs imposed or threatened to be imposed by the current U.S presidential administration on China, Canada and Mexico and other countries and any retaliatory actions taken by such countries); and the withdrawal from or modification of trade agreements or the negotiation of new trade agreements, in countries where we operate, particularly in Mexico, Canada, China, and India, could impact the cost of our products, demand for our products and the competitive position of our products.
Changes to trade protection measures and import or export licensing requirements; the imposition of new, additional, or retaliatory tariffs, quotas, exchange controls, sanctions, trade barriers or other restrictions; and the withdrawal from or modification of trade agreements or the negotiation of new trade agreements, in countries 26 Table of Contents where we operate, particularly in Mexico, Canada, China, and India, could impact the cost of our products, demand for our products and the competitive position of our products.
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 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 our margins.
We have approximately $592.5 million of outstanding indebtedness consisting of proceeds of the term loan as of December 31, 2024.
We have approximately $570.0 million of outstanding indebtedness consisting of proceeds of the term loan as of December 31, 2025.
Risks Related to our Relationship with Cummins We, or Cummins, may fail to perform under various transaction agreements that were executed as part of the IPO or we may fail to have necessary systems and services in place when certain of the transaction agreements expire.
Risks Related to our Relationship with Cummins We, or Cummins, may fail to perform under various transaction agreements that were executed as part of the IPO.
The order of presentation is not necessarily indicative of the level of risk that each factor poses to us. 13 Table of Contents Risks Related to Our Business Operations • Significant customer concentration among Cummins, PACCAR, and the Traton Group. • The loss of a top OEM relationship or changes in the preferences of Atmus' aftermarket end-users. • Deriving significant earnings from investees that Atmus does not directly control. • Significant competition in the markets Atmus serves. • Evolving customer needs and developing technologies. • Reliance on Atmus’ executive leadership and other key personnel. • Strategic transactions, such as acquisitions, divestitures, and joint ventures. • Management of productivity improvements. • Work stoppages and other labor matters. • Variability in material and commodity costs. • Raw material, transportation and labor price increases and supply shortages. • Complexity of supply chain and manufacturing. • Atmus’ customers operating in cyclical industries and the current economic conditions in these industries. • Exposure to potential claims related to warranties and claims for support outside of standard warranty obligations. • Products being subject to recall for performance or safety-related issues. • Inability or failure to adequately protect and enforce Atmus’ intellectual property rights and the cost of protecting or enforcing Atmus' intellectual property rights. • Unexpected events, including natural disasters. • Difficulty operating as a standalone company.
Risks Related to Our Business Operations • Significant customer concentration among Cummins, PACCAR, and the Traton Group. • The loss of a top OEM relationship or changes in the preferences of Atmus' aftermarket end-users. • Deriving significant earnings from investees that Atmus does not directly control. • Significant competition in the markets Atmus serves. • Ability to attract and retain qualified personnel. • Strategic transactions, such as acquisitions, divestitures, and joint ventures. • Management of productivity improvements. • Work stoppages and other labor matters. • Variability in material and commodity costs. • Interruptions in the supply of critical materials and components. • Complexity of supply chain and manufacturing. • Customers operating in cyclical industries and the current economic conditions in these industries. • Exposure to potential claims related to warranties and claims for support outside of standard warranty obligations. • Products being subject to recall for performance or safety-related issues. • Inability or failure to adequately protect and enforce Atmus’ intellectual property rights and the cost of protecting or enforcing Atmus' intellectual property rights.
The separation agreement and other agreements entered into in connection with the IPO determined the allocation of assets and liabilities between Cummins and us following the IPO for those respective areas and include certain indemnifications related to liabilities and obligations.
The separation agreement and other agreements executed in connection with the IPO determined the allocation of assets and liabilities between Cummins and us following the IPO for those respective areas and include certain indemnifications related to liabilities and obligations. We will rely on Cummins to satisfy Cummins’ performance and payment obligations under these agreements.
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.
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 18 Table of Contents and align manufacturing capacity to demand.
In addition, many of our customers and suppliers have unionized work forces. Work stoppages or slowdowns experienced by us, our 19 Table of Contents customers or suppliers could result in slowdowns or closures that would have a material adverse effect on our business, financial condition, results of operations or cash flows.
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, results of operations or cash flows. Our products are exposed to variability in material and commodity costs.
Our business is exposed to potential claims related to warranties and claims for support outside of standard warranty obligations. We face an inherent business risk of exposure to warranty claims if our products fail to perform to specification, or are alleged to result in property damage.
We face an inherent business risk of exposure to warranty claims if our products fail to perform to specification, or are alleged to result in property damage.
This summary should be read in conjunction with the risk factors below and should not be relied upon as an exhaustive summary of the material risks facing our business.
This summary should be read in conjunction with the risk factors below and should not be relied upon as an exhaustive summary of the material risks facing our business. The order of presentation is not necessarily indicative of the level of risk that each factor poses to us.
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.
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, as well as disruptions to the transport of our products to customers and to our information systems.
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, results of operations or cash flows.
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.
Our customers continue to seek technological innovation, productivity gains and competitive prices from us and our 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 customers continue to seek technological innovation, productivity gains and competitive prices from us and our 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. The competitive environment in which we operate is also subject to change.
Complexity of supply chain and manufacturing could perpetuate the 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.
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.
Among Cummins’ new goals for 2030 is reducing its Scope 3 absolute lifetime GHG emissions from newly sold products, and partnering with its customers to reduce its indirect GHG emissions from its products. These goals may result in Cummins preferring products that reduce its direct and/or indirect GHG emissions.
For example, Cummins, our largest customer, has established 2030 environmental sustainability goals to, among other things, reduce its Scope 3 absolute lifetime GHG emissions from newly sold products, and partner with its customers to reduce its indirect GHG emissions from its products. These goals may result in Cummins preferring products that reduce its direct and/or indirect GHG emissions.
Due to the 20 Table of Contents complexity of our manufacturing operations, we may be unable to timely respond to fluctuations in demand, which could adversely impact our business, financial condition, results of operations or cash flows.
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, results of operations or cash flows. A number of our customers operate in similar cyclical industries and economic conditions in these industries could impact our sales.
In addition, if the lenders exercise their right to sell the assets pledged under our secured credit facilities, such sales may be completed at distressed sale prices, thereby diminishing or potentially eliminating the amount of cash available to us after repayment of the amounts outstanding under such facilities. 31 Table of Contents Risks Related to Ownership of our Common Stock The price of our common stock may fluctuate substantially, and you could lose all or part of your investment in our common stock as a result.
In addition, if the lenders exercise their right to sell the assets pledged under our secured credit facilities, such sales may be completed at distressed sale prices, thereby diminishing or potentially eliminating the amount of cash available to us after repayment of the amounts outstanding under such facilities.
Although those inflationary pressures began to abate towards the end of 2023 and stabilize by the end of 2024, we are still subject to the risk of material and commodity cost increases and there can be no assurances that such cost increases do not return in 2025 and beyond.
While those inflationary pressures have stabilized, we are still subject to the risk of material and commodity cost increases and there can be no assurances that such cost increases do not return.
Applicable laws and regulations, provisions of our amended and restated certificate of incorporation and bylaws and certain contractual rights granted to Cummins may discourage takeover attempts and business combinations that shareholders might consider in their best interests. 32 Table of Contents Applicable laws, provisions of our amended and restated certificate of incorporation and bylaws and certain contractual provisions under the separation agreement that may delay, deter, prevent or render more difficult a takeover attempt that our shareholders might consider in their best interests.
Applicable laws and regulations and provisions of our Charter and Bylaws may discourage takeover attempts and business combinations that shareholders might consider in their best interests. Applicable laws and provisions of our Charter and Bylaws may delay, deter, prevent or render more difficult a takeover attempt that our shareholders might consider in their best interests.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+1 added−1 removed12 unchanged
Biggest changeOur Executive Director of Cybersecurity and Infrastructure has a Bachelor of Science in Information Science and Technology and a master’s degree in information sciences, cybersecurity, and information assurance, and he has a Certified Information Systems Security Professional certification, a GIAC Information Security Professional certification and a CompTIA Network+ ce certification.
Biggest changeOur Executive Director of Cybersecurity and Infrastructure has a Bachelor of Science in Information Science and Technology and a Master’s of Science in Information Sciences, Cybersecurity, and Information Assurance, and a Doctorate in Cybersecurity; he also has a Certified Information Systems Security Professional certification, a GIAC Information Security Professional certification and a CompTIA Security+ certification.
Our Executive Director of Cybersecurity and Infrastructure and our CIO also report to the Board at least annually and to Audit Committee at least quarterly on current internal and external developments in cybersecurity, as part of the Board’s enterprise risk management review, and the Board receives reports of Audit Committee discussions regarding its oversight of cybersecurity risk.
Our Executive Director of Cybersecurity and Infrastructure and our CIO also report to the Board at least annually and to the Audit Committee at least quarterly on current internal and external developments in cybersecurity, as part of the Board’s enterprise risk management review, and the Board receives reports of Audit Committee discussions regarding its oversight of cybersecurity risk.
In turn, our CIO reports to our Chief Executive Officer. The Information Security Council provides additional oversight for assessing and managing cybersecurity risk. Our Executive Director of Cybersecurity and Infrastructure has over 15 years of cybersecurity and information technology experience, including as Director of Cybersecurity for various institutions.
In turn, our CIO reports to our Chief Financial Officer. The Information Security Council provides additional oversight for assessing and managing cybersecurity risk. Our Executive Director of Cybersecurity and Infrastructure has over 15 years of cybersecurity and information technology experience, including as Director of Cybersecurity for various institutions.
Cybersecurity risks are assessed, identified, and managed by our Executive Director of Cybersecurity and Infrastructure, with direct supervision by our Vice President and Chief Information Officer (“CIO”) and with the assistance of our internal audit and legal teams.
Cybersecurity risks are assessed, identified, and managed by our Executive Director of Cybersecurity and Infrastructure, with direct supervision by our Chief Information Officer (“CIO”) and with the assistance of our internal audit and legal teams.
Our Executive Director of Cybersecurity and Infrastructure shares information regarding such risks with our management’s senior level information security council (the “Information Security Council”), which consists of our CIO, Senior Vice President and Chief Financial Officer, Vice President and Chief Technical Officer, Senior Vice President and Chief Legal Officer & Corporate Secretary (currently vacant), Vice President of Strategy and Director of Internal Audit & Enterprise Risk Management, and which supports the Audit Committee’s oversight of cybersecurity risk, including by providing regular reports on various cybersecurity matters.
Our Executive Director of Cybersecurity and Infrastructure shares information regarding such risks with our management’s senior level information security council (the “Information Security Council”), which consists of our CIO, Senior Vice President and Chief Financial Officer, Vice President and Chief Technical Officer, Senior Vice President and Chief Legal Officer & Corporate Secretary, Senior Vice President of Strategy and President, Industrial Solutions and Director of Internal Audit & Enterprise Risk Management, which supports the Audit Committee’s oversight of cybersecurity risk, including by providing regular reports on various cybersecurity matters.
The results of such assessments drive changes and enhancements to 35 Table of Contents governance, policies, procedures, technologies, and partner decisions to continuously monitor and improve our cybersecurity risk management. The Information Security Council practices the procedures of the Incident Response Plan through tabletop exercises facilitated by external consultants.
The results of such assessments drive changes and enhancements to governance, policies, procedures, technologies, and partner decisions to continuously monitor and improve our cybersecurity risk management. The Information Security Council practices the procedures of the Incident Response Plan through tabletop exercises facilitated by external consultants.
Each of the other members of the Information Security Council have relevant educational and industry experience, including managing risks at our Company and at similar companies. 36 Table of Contents
Each of the other members of the Information Security Council have relevant educational and industry experience, including managing risks at our Company and at similar companies. 33 Table of Contents
Additionally, we maintain an incident response plan (the “Incident Response Plan”), which establishes a comprehensive, effective, and repeatable process for identifying, escalating and responding to cybersecurity incidents.
Additionally, we maintain an incident response plan (the “Incident Response Plan”), which establishes a comprehensive, effective, and repeatable process for identifying, escalating and responding to cybersecurity 32 Table of Contents incidents.
Removed
Our CIO has over 25 years of information technology experience, including serving in the information technology function at Cummins Inc., where she served as the information technology leader for Cummins Filtration Inc. Our CIO holds an undergraduate degree in business administration with emphasis in management information systems.
Added
Our CIO has over 30 years of experience in information technology, having held multiple executive leadership roles, including CIO positions at several organizations. Our CIO holds a bachelor’s degree in computer science.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeTechnology Wisconsin : Stoughton (59,000 square feet), leased. China : Wuhan (23,000 square feet), leased. India: Pune (20,500 square feet), leased. Manufacturing and technology Tennessee: Cookeville (385,000 square feet), leased. France: Quimper (98,000 square feet), owned.
Biggest changeIndia: Pune (20,500 square feet), leased. Manufacturing and technology Tennessee: Cookeville (385,000 square feet), leased. France: Quimper (98,000 square feet), owned.
Also, as of December 31, 2024, Atmus operates through 11 distribution centers, 10 manufacturing facilities and five technical facilities plus 10 manufacturing facilities and two technical facilities operated by its joint ventures, giving Atmus presence on six continents. Our corporate headquarters are located in Nashville, Tennessee.
Also, as of December 31, 2025, Atmus operates through 11 distribution centers, 10 manufacturing facilities and five technical facilities plus 10 manufacturing facilities and two technical facilities operated by its joint ventures, giving Atmus presence on six continents. Our corporate headquarters are located in Nashville, Tennessee.
Item 2. Properties Atmus maintains strong global customer relationships, supported by an established salesforce with work locations in over 25 countries as of December 31, 2024.
Item 2. Properties Atmus maintains strong global customer relationships, supported by an established salesforce with work locations in over 25 countries as of December 31, 2025.
Brazil : São Paulo (76,000 square feet), leased. China : Shanghai (109,000 square feet), leased. Mexico : San Luis Potosi (472,000 square feet), leased. South Africa : Johannesburg (30,200 square feet), leased. South Korea : Mado (95,000 square feet), leased; Suwon (64,000 square feet), owned. Facility Type U.S. Facilities Facilities Outside the U.S.
Brazil : São Paulo (76,000 square feet), leased. China : Shanghai (109,000 square feet), leased. Mexico : San Luis Potosi (472,000 square feet), leased. South Africa : Johannesburg (30,200 square feet), leased. South Korea : Mado (95,000 square feet), leased; Suwon (64,000 square feet), owned. Technology Wisconsin : Stoughton (59,000 square feet), leased. China : Wuhan (23,000 square feet), leased.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe program does not have an expiration date and may be suspended or discontinued at any time. Since the inception of the program, we repurchased approximately $20.0 million of common stock pursuant to this authorization and as of December 31, 2024, we had approximately $130.0 million of share repurchase authorization remaining.
Biggest changeSince the inception of the program, we repurchased approximately $80.7 million of common stock pursuant to this authorization and as of December 31, 2025, we had approximately $69.3 million of share repurchase authorization remaining. See related information in Note 16, Share Repurchase Program .
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities The Company’s common stock is traded on the New York Stock Exchange under the symbol “ATMU.” As of January 31, 2025, there were 9 registered shareholders of common stock.
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities The Company’s common stock is traded on the New York Stock Exchange under the symbol “ATMU.” As of January 31, 2026, there were 8 registered shareholders of common stock.
See related information in Note 16, Share Repurchase Program . While not considered repurchases of shares, the Company does at times withhold shares that would otherwise be issued under stock-based awards to pay the related taxes for grants of stock-based awards that vested.
While not considered repurchases of shares, the Company does at times withhold shares that would otherwise be issued under stock-based awards to pay the related taxes for grants of stock-based awards that vested.
The cumulative total return reflects market prices at the end of each quarter post May 26, 2023. Item 6. Reserved Reserved. 38 Table of Contents
The cumulative total return reflects market prices at the end of each fiscal year post May 26, 2023. Item 6. Reserved Reserved.
This does not include the number of persons whose stock is in nominee or “street” name accounts through brokers. We did not sell any equity securities during 2024 in offerings that were not registered under the Securities Act.
This does not include the number of persons whose stock is in nominee or “street” name accounts through brokers. We did not sell any equity securities during 2025 in offerings that were not registered under the Securities Act. We did not have any stock repurchase activity for each of the three months in the quarter ended December 31, 2025.
Removed
Our stock repurchase activity for each of the three months in the quarter ended December 31, 2024 was: Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs October 1-31, 2024 — $ — — $ 140.0 November 1-30, 2024 230,052 43.49 230,052 130.0 December 1-31, 2024 — — — 130.0 For the Quarter Ended December 31, 2024 230,052 $ 43.49 230,052 On July 17, 2024, our Board of Directors authorized a $150 million share repurchase program.
Added
On July 17, 2024, our Board of Directors authorized a $150 million share repurchase program. The program does not have an expiration date and may be suspended or discontinued at any time.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

51 edited+16 added−30 removed48 unchanged
Biggest changeAdditionally, 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. 43 Table of Contents Results of Operations Operating results were as follows (in millions, except per share amounts): Years Ended December 31, Favorable (Unfavorable) 2024 vs. 2023 Favorable (Unfavorable) 2023 vs. 2022 2024 2023 2022 Amount % Amount % (in millions) NET SALES $ 1,669.6 $ 1,628.1 $ 1,562.1 $ 41.5 2.5 % $ 66.0 4.2 % Cost of sales 1,207.5 1,195.4 1,202.9 (12.1) (1.0) % 7.5 0.6 % GROSS MARGIN 462.1 432.7 359.2 29.4 6.8 % 73.5 20.5 % OPERATING EXPENSES AND INCOME Selling, general and administrative expenses 187.6 174.7 139.7 (12.9) (7.4) % (35.0) (25.1) % Research, development and engineering expenses 40.6 42.5 38.6 1.9 4.5 % (3.9) (10.1) % Equity, royalty and interest income from investees 34.3 33.6 28.0 0.7 2.1 % 5.6 20.0 % Other operating expense, net 2.0 0.7 5.0 (1.3) (185.7) % 4.3 86.0 % OPERATING INCOME 266.2 248.4 203.9 17.8 7.2 % 44.5 21.8 % Interest expense 40.6 25.8 0.7 (14.8) (57.4) % (25.1) (3585.7) % Other income, net 9.2 3.8 8.8 5.4 142.1 % (5.0) (56.8) % INCOME BEFORE INCOME TAXES 234.8 226.4 212.0 8.4 3.7 % 14.4 6.8 % Income tax expense 49.2 55.1 41.6 5.9 10.7 % (13.5) (32.5) % NET INCOME $ 185.6 $ 171.3 $ 170.4 $ 14.3 8.3 % $ 0.9 0.5 % PER SHARE DATA: Basic earnings per share $ 2.23 $ 2.06 $ 2.05 $ 0.17 8.3 % $ 0.01 0.5 % Diluted earnings per share $ 2.22 $ 2.05 $ 2.05 $ 0.17 8.3 % $ — — % Years Ended December 31, Favorable (Unfavorable) 2024 vs. 2023 Favorable (Unfavorable) 2023 vs. 2022 Percent of Net sales 2024 2023 2022 Percentage Points Percentage Points Gross margin 27.7 % 26.6 % 23.0 % 1.1% 3.6% Selling, general and administrative expenses 11.2 % 10.7 % 8.9 % (0.5)% (1.8)% Research, development and engineering expenses 2.4 % 2.6 % 2.5 % 0.2% (0.1)% 2024 vs. 2023 Net Sales Net sales were $1,669.6 million for the year ended December 31, 2024, an increase of $41.5 million compared to $1,628.1 million for the year ended December 31, 2023.
Biggest changeWith the conclusion of this agreement, we do not expect to incur any additional one-time expenses or capital expenditures in future periods in connection with becoming a standalone public company. 39 Table of Contents Results of Operations Operating results were as follows (in millions, except per share amounts): Years Ended December 31, Favorable (Unfavorable) 2025 vs. 2024 Favorable (Unfavorable) 2024 vs. 2023 2025 2024 2023 Amount % Amount % NET SALES $ 1,764.3 $ 1,669.6 $ 1,628.1 $ 94.7 5.7 % $ 41.5 2.5 % Cost of sales 1,266.0 1,207.5 1,195.4 (58.5) (4.8) % (12.1) (1.0) % GROSS MARGIN 498.3 462.1 432.7 36.2 7.8 % 29.4 6.8 % OPERATING EXPENSES AND INCOME Selling, general and administrative expenses 184.3 187.6 174.7 3.3 1.8 % (12.9) (7.4) % Research, development and engineering expenses 40.7 40.6 42.5 (0.1) (0.2) % 1.9 4.5 % Equity, royalty and interest income from investees 33.8 34.3 33.6 (0.5) (1.5) % 0.7 2.1 % Other operating expense, net 8.1 2.0 0.7 (6.1) (305.0) % (1.3) (185.7) % OPERATING INCOME 299.0 266.2 248.4 32.8 12.3 % 17.8 7.2 % Interest expense 33.4 40.6 25.8 7.2 17.7 % (14.8) (57.4) % Other income, net 0.6 9.2 3.8 (8.6) (93.5) % 5.4 142.1 % INCOME BEFORE INCOME TAXES 266.2 234.8 226.4 31.4 13.4 % 8.4 3.7 % Income tax expense 58.8 49.2 55.1 (9.6) (19.5) % 5.9 10.7 % NET INCOME $ 207.4 $ 185.6 $ 171.3 $ 21.8 11.7 % $ 14.3 8.3 % PER SHARE DATA: Basic earnings per share $ 2.52 $ 2.23 $ 2.06 $ 0.29 13.0 % $ 0.17 8.3 % Diluted earnings per share $ 2.50 $ 2.22 $ 2.05 $ 0.28 12.6 % $ 0.17 8.3 % Years Ended December 31, Favorable (Unfavorable) 2025 vs. 2024 Favorable (Unfavorable) 2024 vs. 2023 Percent of Net sales 2025 2024 2023 Percentage Points Percentage Points Gross margin 28.2 % 27.7 % 26.6 % 0.5 % 1.1 % Selling, general and administrative expenses 10.4 % 11.2 % 10.7 % 0.8 % (0.5) % Research, development and engineering expenses 2.3 % 2.4 % 2.6 % 0.1 % 0.2 % 2025 vs. 2024 Net sales Net sales were $1,764.3 million for the year ended December 31, 2025, an increase of $94.7 million compared to $1,669.6 million for the year ended December 31, 2024.
Some of the limitations are: • such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; • such measures do not reflect changes in, or cash requirements for, our working capital needs; 50 Table of Contents • such measures do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt; • 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.
Some of the limitations are: • such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; • such measures do not reflect changes in, or cash requirements for, our working capital needs; 44 Table of Contents • such measures do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt; • 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.
Our effective tax rate differs from the U.S. statutory rate primarily due to differences in rates applicable to foreign subsidiaries, withholding taxes and state income taxes. 47 Table of Contents Liquidity and Capital Resources Our facilities under the Credit Agreement provide for $1.0 billion in total capacity, which includes a $600 million term loan and a $400 million revolving credit facility.
Our effective tax rate differs from the U.S. statutory rate primarily due to differences in rates applicable to foreign subsidiaries, withholding taxes and state income taxes . 41 Table of Contents Liquidity and Capital Resources Our facilities under the Credit Agreement provide for $1.0 billion in total capacity, which includes a $600 million term loan and a $400 million revolving credit facility.
The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making. 2024 distributions have been characterized as dividends under the U.S. federal income tax rules.
The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making. 2025 distributions have been characterized as dividends under the U.S. federal income tax rules.
The final determination was made on an IRS Form 1099-DIV issued in early 2025. Contractual Obligations Our commitments consist of lease obligations for real estate and equipment. For more information regarding our lease obligations, see Note 9, Leases , to the Consolidated Financial Statements , which provides a summary of our future minimum lease payments.
The final determination was made on an IRS Form 1099-DIV issued in early 2026. Contractual Obligations Our commitments consist of lease obligations for real estate and equipment. For more information regarding our lease obligations, see Note 9, Leases , to the Consolidated Financial Statements , which provides a summary of our future minimum lease payments.
Atmus believes that the following discussion addresses Atmus’ most critical accounting policies, which are those that are most important to the portrayal of Atmus’ financial condition and results of operations and require management’s most difficult, subjective and complex judgments . Revenue Recognition We sell to customers either through long-term arrangements or standalone purchase orders.
Atmus believes that the following discussion addresses Atmus’ most critical accounting policies, which are those that are most important to the portrayal of Atmus’ financial condition and results of operations and require management’s most difficult, subjective and complex judgments . 46 Table of Contents Revenue Recognition We sell to customers either through long-term arrangements or standalone purchase orders.
Adjustments to rebate accruals are made as actual usage becomes known in order to properly estimate the amounts necessary to generate consumer demand based on market conditions as of the balance sheet date. 52 Table of Contents For product returns, some aftermarket customers are permitted to return small amounts of parts and filters each year.
Adjustments to rebate accruals are made as actual usage becomes known in order to properly estimate the amounts necessary to generate consumer demand based on market conditions as of the balance sheet date. For product returns, some aftermarket customers are permitted to return small amounts of parts and filters each year.
We estimate that approximately 14% of our net sales in 2024 were generated through first-fit sales to OEMs, where our products are installed as components for new vehicles and equipment.
We estimate that approximately 14% of our net sales in 2025 were generated through first-fit sales to OEMs, where our products are installed as components for new vehicles and equipment.
A more complete description of our income taxes and the future benefits of our net operating loss and credit carryforwards is disclosed in Note 6, “Income Taxes,” to our Consolidated Financial Statements included herein.
A more complete description of our income taxes and the future benefits of our net operating loss and credit carryforwards is disclosed in Note 6, Income Taxes , to our Consolidated Financial Statements included herein.
Additionally, we believe these metrics are widely used by investors, securities analysts, ratings agencies and others in our industry in evaluating performance. • “Adjusted EBITDA” is defined as EBITDA after adding back certain one-time expenses, reflected in Cost of sales and Selling, general and administrative expenses, associated with becoming a standalone public company and one-time restructuring costs and “Adjusted EBITDA margin” is defined as Adjusted EBITDA as a percent of Net sales.
Additionally, we believe these metrics are widely used by investors, securities analysts, ratings agencies and others in our industry in evaluating performance. • “Adjusted EBITDA” is defined as EBITDA after adding back certain one-time expenses, reflected in Cost of sales and Selling, general and administrative expenses, associated with becoming a standalone public company, one-time restructuring costs and long-lived asset impairment charges and “Adjusted EBITDA margin” is defined as Adjusted EBITDA as a percent of Net sales.
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “Atmus” is intended to mean the business and operations of Atmus Filtration Technologies Inc. and its consolidated subsidiaries.
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to 35 Table of Contents “Atmus” is intended to mean the business and operations of Atmus Filtration Technologies Inc. and its consolidated subsidiaries.
For the period subsequent to our IPO on May 26, 2023, as a standalone public company, we present our financial statements on a consolidated basis. The Consolidated Financial Statements have been prepared in conformity with U.S. GAAP. Factors Affecting Our Performance Our financial performance depends, in large part, on varying conditions in the markets we serve.
For the period subsequent to our IPO on May 26, 2023, as a standalone public company, we present our financial statements on a consolidated basis. The Consolidated Financial Statements have been prepared in conformity with U.S. GAAP. 38 Table of Contents Factors Affecting Our Performance Our financial performance depends, in large part, on varying conditions in the markets we serve.
Refer to Note 12, Debt and Borrowing Arrangements , to the Consolidated Financial Statements for more information on our debt and debt covenants. 49 Table of Contents Non-GAAP Measures We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results and provide additional insight and transparency on how we evaluate our business.
Refer to Note 12, Debt and Borrowing Arrangements , and Note 21, Subsequent Events , to the Consolidated Financial Statements for more information on our debt and debt covenants. 43 Table of Contents Non-GAAP Measures We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results and provide additional insight and transparency on how we evaluate our business.
A reconciliation of Net cash provided by operating activities to Free cash flow and Adjusted free cash flow is shown in the table below: For the Years Ended December 31, 2024 2023 2022 (in millions) Cash provided by operating activities $ 105.4 $ 189.0 $ 165.7 Less: Capital expenditures $ 48.6 $ 45.8 $ 37.5 Free cash flow (non-GAAP) $ 56.8 $ 143.2 $ 128.2 Plus: One-time restructuring costs $ 4.1 $ — $ — One-time separation capital expenditures 15.0 9.2 0.5 Other one-time separation related (a) 38.6 — — Adjusted free cash flow (non-GAAP) $ 114.5 $ 152.4 $ 128.7 (a) Primarily comprised of one-time working capital inefficiencies associated with the move from intercompany settlement terms with Cummins to standalone practices.
A reconciliation of Net cash provided by operating activities to Free cash flow and Adjusted free cash flow is shown in the table below: For the Years Ended December 31, 2025 2024 2023 (in millions) Cash provided by operating activities $ 202.7 $ 105.4 $ 189.0 Less: Capital expenditures $ 53.9 $ 48.6 $ 45.8 Free cash flow (non-GAAP) $ 148.8 $ 56.8 $ 143.2 Plus: One-time restructuring costs $ — $ 4.1 $ — One-time separation capital expenditures 9.5 15.0 9.2 Other one-time separation related (a) — 38.6 — Adjusted free cash flow (non-GAAP) $ 158.3 $ 114.5 $ 152.4 (a) Primarily comprised of one-time working capital inefficiencies associated with the move from intercompany settlement terms with Cummins to standalone practices.
The following is the discussion and analysis of changes in the financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 and the year ended December 31, 2023 compared to the year ended December 31, 2022.
The following is the discussion and analysis of changes in the financial condition and results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024.
We believe Adjusted EBITDA and Adjusted EBITDA margin are useful measures of our operating performance as they allow investors and debt holders to compare our performance on a consistent basis without regard to one-time costs attributable to our becoming a standalone public company. • “Adjusted earnings per share” is defined as diluted earnings per share (the most comparable U.S.
We believe Adjusted EBITDA and Adjusted EBITDA margin are useful measures of our operating performance as they allow investors and debt holders to compare our performance on a consistent basis without regard to one-time costs attributable to our becoming a standalone public company and non-recurring long-lived asset impairment charges. • “Adjusted earnings per share” is defined as diluted earnings per share (the most comparable U.S.
GAAP financial measure) after adding back certain one-time expenses, reflected in Cost of sales and Selling, general and administrative expenses, associated with becoming a standalone public company and one-time restructuring costs less the related tax impact of the same one-time expenses.
GAAP financial measure) after adding back certain one-time expenses, reflected in Cost of sales and Selling, general and administrative expenses, associated with becoming a standalone public company, one-time restructuring costs and long-lived asset impairment charges less the related tax impact of the same one-time expenses and asset impairment charges.
We estimate that approximately 86% of our net sales in 2024 were generated in the aftermarket, where our products are installed as replacement or repair parts, leading to a strong recurring revenue base.
We estimate that approximately 86% of our net sales in 2025 were generated in the aftermarket, where our 37 Table of Contents products are installed as replacement or repair parts, leading to a strong recurring revenue base.
Financing Cash Flow Net cash used in financing activities for the year ended December 31, 2024 consisted primarily of repurchases of common stock of $20.0 million, dividends paid of $8.3 million and payments made on our term loan of $7.5 million.
Net cash used in financing activities for the year ended December 31, 2024 consisted primarily of repurchases of common stock of $20.0 million, dividends paid of $8.3 million and payments made on our term loan of $7.5 million. Dividends We paid dividends of $17.3 million in 2025, $8.3 million in 2024 and none in 2023.
The tax impact of one-time restructuring costs for the year ended December 31, 2024 were $0.9 million and the tax impact of one-time separation costs for the years ended December 31, 2024 , 2023 and 2022 were $5.3 million, $6.9 million and $1.8 million, respectively.
The tax impact of one-time restructuring costs for the year ended December 31, 2024 was $0.9 million and the tax impact of one-time separation costs for the years ended December 31, 2025, 2024 and 2023 were $3.4 million, $5.3 million and $6.9 million, respectively.
As of December 31, 2024 , we have outstanding borrowings of $592.5 million on the term loan and zero on the revolving credit facility. As a result, we had capacity under our revolving credit facility of $400 million as of December 31, 2024 .
As of December 31, 2025 , we have outstanding borrowings of $570.0 million on the term loan and zero on the revolving credit facility. As a result, we had capacity under our revolving credit facility of $400 million as of December 31, 2025 .
Risks and uncertainties include, but are not limited to: • Significant customer concentration among Cummins, PACCAR, and the Traton Group; • The loss of a top OEM relationship or changes in the preferences of Atmus' aftermarket end-users; • Deriving significant earnings from investees that Atmus does not directly control; • Significant competition in the markets Atmus serves; • Evolving customer needs and developing technologies; • Reliance on Atmus’ executive leadership and other key personnel; • Strategic transactions, such as acquisitions, divestitures, and joint ventures; • Management of productivity improvements; • Work stoppages and other labor matters; • Variability in material and commodity costs; • Raw material, transportation and labor price increases and supply shortages; • Complexity of supply chain and manufacturing; 39 Table of Contents • Atmus’ customers operating in cyclical industries and the current economic conditions in these industries; • Exposure to potential claims related to warranties and claims for support outside of standard warranty obligations; • Products being subject to recall for performance or safety-related issues; • Inability or failure to adequately protect and enforce Atmus’ intellectual property rights and the cost of protecting or enforcing Atmus' intellectual property rights; • Unexpected events, including natural disasters; • Difficulty operating as a standalone company; • Sales of counterfeit versions of products, as well as unauthorized sales of products; • Statutory and regulatory requirements that can significantly increase costs; • Changes in international, national and regional trade laws, regulations and policies affecting international trade; • Unanticipated changes in Atmus' effective tax rate, the adoption of new tax legislation or exposure to additional income tax liabilities, as well as audits by tax authorities resulting in additional tax payments for prior periods; • Changes in tax law relating to multinational corporations; • Significant compliance costs and reputational and legal risks imposed by Atmus' global operations and the laws and regulations to which these are subject; • Effects of climate change may cause Atmus to incur increased costs; • Operations being subject to increasingly stringent environmental laws and regulations as well as to laws requiring cleanup of contaminated property; • Potential system or data security breaches or other disruptions; • Dependence on information technology infrastructure and assets that are increasing in complexity; • Foreign currency exchange rate; • Potential economic downturns that could cause the balances of recorded goodwill to decrease; • Increased tariffs or the imposition of other barriers to international trade; • Political, economic, and social uncertainty in geographies where Atmus has significant operations or large offerings of products; • Uncertain worldwide and regional market and economic conditions; • Potential failure of performance by Atmus or Cummins under transaction agreements executed as part of the Separation; • Potential indemnification liabilities to Cummins pursuant to the separation agreement; • Potential indemnification from Cummins may be insufficient to insure Atmus against the full amount of such liabilities; • Terms from unaffiliated third parties may have been better than what Atmus received in agreements with Cummins; 40 Table of Contents • Changes in capital and credit markets; • Substantial indebtedness consisting of Atmus’ term loan and revolving credit facility, which may impact Atmus' ability to service all its indebtedness and react to changes in the industry; and • Substantially all Atmus' assets pledged as security for its term loan and revolving credit facility.
Risks and uncertainties include, but are not limited to: • Significant customer concentration among Cummins, PACCAR, and the Traton Group; • The loss of a top OEM relationship or changes in the preferences of Atmus' aftermarket end-users; • Deriving significant earnings from investees that Atmus does not directly control; • Significant competition in the markets Atmus serves; • Ability to attract and retain qualified personnel; • Strategic transactions, such as acquisitions, divestitures, and joint ventures; • Management of productivity improvements; • Work stoppages and other labor matters; • Variability in material and commodity costs; • Interruptions in the supply of critical materials and components; • Complexity of supply chain and manufacturing; • Atmus’ customers operating in cyclical industries and the current economic conditions in these industries; • Exposure to potential claims related to warranties and claims for support outside of standard warranty obligations; • Products being subject to recall for performance or safety-related issues; • Inability or failure to adequately protect and enforce Atmus’ intellectual property rights and the cost of protecting or enforcing Atmus' intellectual property rights; 36 Table of Contents • Sales of counterfeit versions of products, as well as unauthorized sales of products; • Statutory and regulatory requirements that can significantly increase costs; • Changes in international, national and regional trade laws, regulations and policies affecting international trade; • Unanticipated changes in Atmus' effective tax rate, the adoption of new tax legislation or exposure to additional income tax liabilities, as well as audits by tax authorities resulting in additional tax payments for prior periods; • Significant compliance costs and reputational and legal risks imposed by Atmus' global operations and the laws and regulations to which these are subject; • Effects of climate change may cause Atmus to incur increased costs; • Operations being subject to increasingly stringent environmental laws and regulations as well as to laws requiring cleanup of contaminated property; • Potential system or data security breaches or other disruptions; • Foreign currency exchange rate; • Potential economic downturns that could cause the balances of recorded goodwill to decrease; • Increased tariffs or the imposition of other barriers to international trade; • Political, economic, and social uncertainty in geographies where Atmus has significant operations or large offerings of products; • Potential failure of performance by Atmus or Cummins under transaction agreements executed as part of the IPO; • Terms from unaffiliated third parties may have been better than what Atmus received in agreements with Cummins; • Changes in capital and credit markets; • Substantial indebtedness consisting of Atmus’ term loan and revolving credit facility, which may impact Atmus' ability to service all its indebtedness and react to changes in the industry; and • Substantially all Atmus' assets pledged as security for its term loan and revolving credit facility.
At December 31, 2024 , we recorded net deferred tax assets of $16.9 million. The assets included $8.6 million for the value of net operating loss and credit carryforwards. A valuation allow ance of $8.5 million was recorded to reduce the tax assets to the net value management believed was more likely than not to be realized.
At December 31, 2025 , we recorded net deferred tax assets of $0.9 million. The assets included $9.7 million for the value of net operating loss and credit carryforwards. A valuation allowance of $6.7 million was recorded to reduce the tax assets to the net value management believed was more likely than not to be realized.
Our capital expenditures were $48.6 million (of which approximately $15.0 million related to one-time separation costs), $45.8 million (of which approximately $9.2 million related to one-time separation costs) and $37.5 million for the years ended December 31, 2024, December 31, 2023,and December 31, 2022, respectively, corresponding to approximately 2.9%, 2.8% and 2.4% of Net sales in 2024, 2023 and 2022, respectively.
Our capital expenditures were $53.9 million (of which approximately $9.5 million related to one-time separation costs) and $48.6 million (of which approximately $15.0 million related to one-time separation costs) for the years ended December 31, 2025 and December 31, 2024, respectively, corresponding to approximately 3.1% and 2.9% of Net sales in 2025 and 2024, respectively.
There can be no assurances as to the impact of foreign currency exchange rates on our results in 2025. 42 Table of Contents Standalone costs We have incurred, and expect to continue to incur, additional costs associated with becoming a standalone public company.
There can be no assurances as to the impact of foreign currency exchange rates on our results in 2026. Standalone costs We have incurred additional costs associated with becoming a standalone public company.
Debt Our total debt outstanding was $592.5 million at December 31, 2024 and was $600.0 million at December 31, 2023. We had no debt outstanding at December 31, 2022. At December 31, 2024, the weighted-average term of our outstanding long-term debt was 2.9 years.
Debt Our total debt outstanding was $570.0 million at December 31, 2025, was $592.5 million at December 31, 2024, and was $600.0 million at December 31, 2023 . At December 31, 2025, the weighted-average term of our outstanding long-term debt was 1.9 years.
Gross margin as a percentage of Net sales was 27.7% , an increase of 1.1 percentage points 44 Table of Contents compared to 26.6% . The increase in Gross margin as a percentage of Net sales was primarily due to the items noted above.
Gross margin as 40 Table of Contents a percentage of Net sales was 28.2% , an increase of 0.5 percentage points compared to 27.7% . The increase in Gross margin as a percentage of Net sales was primarily due to the items noted above.
The increase in Gross margin was mainly due to approximately $26.3 million of favorable pricing impacts as described above, higher volumes of approximately $7.8 million, favorable variable compensation of $7.2 million and favorable materials costs of $7.0 million, partially offset by higher manufacturing and other costs of $9.0 million, higher logistics costs of $5.8 million, unfavorable currency impacts of $2.7 million and higher one-time restructuring costs of $1.4 million.
The increase in Gross margin was mainly due to favorable pricing of $50.0 million as described above, favorable volumes of $21.0 million, a $7.7 million decrease in manufacturing and other costs and a $0.9 million reduction in one-time restructuring and separation costs, partially offset by unfavorable logistics and duties costs of $36.2 million, $5.8 million in unfavorable currency impacts and a $1.4 million increase in warranty costs.
Our cash flow activity is noted below: For the Years Ended December 31, 2024 2023 2022 (in millions) Net cash provided by operating activities $ 105.4 $ 189.0 $ 165.7 Net cash used in investing activities (48.6) (45.8) (37.5) Net cash (used in) provided by financing activities (35.8) 24.8 (128.2) Operating Cash Flow Net cash provided by operating activities was $105.4 million for the year ended December 31, 2024, a decrease of $83.6 million compared to Net cash provided by operating activities of $189.0 million for the year ended December 31, 2023.
Our cash flow activity is noted below: For the Years Ended December 31, 2025 2024 2023 (in millions) Net cash provided by operating activities $ 202.7 $ 105.4 $ 189.0 Net cash used in investing activities (53.9) (48.6) (45.8) Net cash (used in) provided by financing activities (101.7) (35.8) 24.8 Operating Cash Flow Net cash provided by operating activities was $202.7 million for the year ended December 31, 2025, an increase of $97.3 million compared to Net cash provided by operating activities of $105.4 million for the year ended December 31, 2024.
A reconciliation of Diluted earnings per share to Adjusted earnings per share is shown in the table below: For the Years Ended December 31, 2024 2023 2022 (per share) Diluted earnings per share $ 2.22 $ 2.05 $ 2.05 Plus: One-time restructuring costs (a) $ 0.05 $ — $ — One-time separation costs (a) 0.30 0.34 0.11 Less: Tax impact of one-time restructuring costs (a) $ 0.01 $ — $ — Tax impact of one-time separation costs (a) 0.06 0.08 0.02 Adjusted earnings per share (non-GAAP) $ 2.50 $ 2.31 $ 2.13 51 Table of Contents (a) Primarily comprised of one-time expenses related to Information Technology, warehousing, manufacturing, restructuring and Human Resources separation costs and the related tax impact of those expenses.
(b) Primarily comprised of one-time expenses related to Information Technology, warehousing, manufacturing and Human Resources separation costs. 45 Table of Contents A reconciliation of Diluted earnings per share to Adjusted earnings per share is shown in the table below: For the Years Ended December 31, 2025 2024 2023 (per share) Diluted earnings per share $ 2.50 $ 2.22 $ 2.05 Plus: Impairment charges - Long-lived assets (a) $ 0.10 $ — $ — One-time restructuring costs (b) — 0.05 — One-time separation costs (b) 0.19 0.30 0.34 Less: Tax impact of impairment charges (a) $ 0.02 $ — $ — Tax impact of one-time restructuring costs (b) — 0.01 — Tax impact of one-time separation costs (b) 0.04 0.06 0.08 Adjusted earnings per share (non-GAAP) $ 2.73 $ 2.50 $ 2.31 (a) During 2025, Atmus recognized fixed asset impairment charges on idled machinery, equipment and fixtures.
Gross Margin Gross margin was $462.1 million f or the year ended December 31, 2024, an increase of $29.4 million compared to $432.7 million for the year ended December 31, 2023.
Gross margin Gross margin was $498.3 million f or the year ended December 31, 2025, an increase of $36.2 million compared to $462.1 million for the year ended December 31, 2024.
During the year ended December 31, 2024, higher working capital requirements resulted in a cash outflow of $103.3 million compared to a cash inflow of $11.3 million for the year ended December 31, 2023, mainly due to lower trade accounts payable, lower other accrued expenses, higher inventories, higher prepaids and higher trade accounts receivable.
During the year ended December 31, 2025, higher working capital requirements resulted in a cash outflow of $63.2 million compared to a cash outflow of $103.3 million for the year ended December 31, 2024, mainly due to higher trade accounts payable and lower prepaids, partially offset by higher trade and other receivables including VAT receivables.
A reconciliation of Net income to EBITDA and Adjusted EBITDA is shown in the table below: For the Years Ended December 31, 2024 2023 2022 (in millions) NET INCOME $ 185.6 $ 171.3 $ 170.4 Plus: Interest expense 40.6 25.8 0.7 Income tax expense 49.2 55.1 41.6 Depreciation and amortization 24.8 21.5 21.6 EBITDA (non-GAAP) $ 300.2 $ 273.7 $ 234.3 Plus: One-time restructuring costs $ 4.1 $ — $ — One-time separation costs (a) 25.2 28.6 9.0 Adjusted EBITDA (non-GAAP) $ 329.5 $ 302.3 $ 243.3 Net sales $ 1,669.6 $ 1,628.1 $ 1,562.1 Net income margin 11.1 % 10.5 % 10.9 % EBITDA margin (non-GAAP) 18.0 % 16.8 % 15.0 % Adjusted EBITDA margin (non-GAAP) 19.7 % 18.6 % 15.6 % (a) Primarily comprised of one-time expenses related to Information Technology, warehousing, manufacturing and Human Resources separation costs.
A reconciliation of Net income to EBITDA and Adjusted EBITDA is shown in the table below: For the Years Ended December 31, 2025 2024 2023 (in millions) NET INCOME $ 207.4 $ 185.6 $ 171.3 Plus: Interest expense 33.4 40.6 25.8 Income tax expense 58.8 49.2 55.1 Depreciation and amortization 30.0 24.8 21.5 EBITDA (non-GAAP) $ 329.6 $ 300.2 $ 273.7 Plus: Impairment charges - Long-lived assets (a) $ 8.4 $ — $ — One-time restructuring costs — 4.1 — One-time separation costs (b) 15.5 25.2 28.6 Adjusted EBITDA (non-GAAP) $ 353.5 $ 329.5 $ 302.3 Net sales $ 1,764.3 $ 1,669.6 $ 1,628.1 Net income margin 11.8 % 11.1 % 10.5 % EBITDA margin (non-GAAP) 18.7 % 18.0 % 16.8 % Adjusted EBITDA margin (non-GAAP) 20.0 % 19.7 % 18.6 % (a) During 2025, Atmus recognized fixed asset impairment charges on idled machinery, equipment and fixtures.
Research, development and engineering expenses as a percentage of Net sales were 2.4% for the year ended December 31, 2024, a decrease of 0.2 percentage points compared to 2.6% for the year ended December 31, 2023. The decrease in Research, development and engineering expenses as a percentage of Net sales was mainly due to the items noted above.
Selling, general and administrative expenses as a percentage of Net sales were 10.4% for the year ended December 31, 2025 , a decrease of 0.8 percentage points compared to 11.2% for the year ended December 31, 2024 . The decrease in Selling, general and administrative expenses as a percentage of Net sales was primarily driven by the items noted above.
Our effective tax rate for the year ended December 31, 2024 was 21.0% , a decrease of 3.3 percentage points compared to 24.3% for the year ended December 31, 2023.
Income tax expense Our effective tax rate for the year ended December 31, 2025 was 22.1%, an increase of 1.1 percentage points compared to 21.0% for the year ended December 31, 2024.
During the year ended December 31, 2024, we incurred approximately $25.2 million related to one-time separation costs including $14.5 million within Selling, general and administrative expenses and $10.7 million within Cost of sales. We expect to incur one-time expenses of approximately $5 million to $10 million in 2025 in connection with becoming a standalone public company.
During the year ended December 31, 2025, we incurred approximately $15.5 million related to one-time separation costs including $11.2 million within Cost of Sales and $4.3 million within Selling, general and administrative expenses. In addition, we have incurred capital expenditures in connection with the Separation of approximately $9.5 million.
Interest Expense Interest expense was $40.6 million for the year ended December 31, 2024, an increase of $14.8 million compared to $25.8 million for the year ended December 31, 2023.
Interest expense Interest expense was $33.4 million for the year ended December 31, 2025, a decrease of $7.2 million compared to $40.6 million for the year ended December 31, 2024.
The increase in Net sales was mainly due to $26.3 million of favorable pricing impacts and higher volumes of $22.3 million, partially offset by the unfavorable impacts of currency of $7.1 million.
The increase in Net sales was mainly due to higher volumes of $51.9 million and favorable pricing impacts of $50.0 million, partially offset by unfavorable impacts of currency of $7.3 million. The favorable impact from pricing is primarily driven by normal pricing initiatives and select increases as a result of tariffs.
The decrease was driven primarily by higher working capital requirements of $117.1 million, partially offset by higher net income, higher equity income from investees and a favorable change in other liabilities.
The increase was driven primarily by a favorable change in working capital requirements of $40.1 million, a favorable change in deferred taxes of $26.4 million and higher net income of $21.8 million.
Other Operating Expense, Net Other operating expense, net was $0.7 million for the year ended December 31, 2023, a decrease of $4.3 million compared to $5.0 million for the year ended December 31, 2022.
Other income, net Other income, net was $0.6 million for the year ended December 31, 2025, a decrease of $8.6 million compared to $9.2 million for the year ended December 31, 2024.
These agreements comprehensively provide a framework for our relationship with Cummins and govern various interim and ongoing relationships between us and Cummins post IPO.
These agreements comprehensively provide a framework for our relationship with Cummins and govern various interim and ongoing relationships between us and Cummins post IPO. On February 14, 2024, Cummins announced an exchange offer whereby Cummins shareholders could exchange all or a portion of Cummins common stock for shares of Atmus common stock owned by Cummins.
Dividends received from our unconsolidated equity investees were $25.5 million and $19.8 million for the years ended December 31, 2024 and December 31, 2023, respectively. Dividends are included in Net cash provided by operating activities. Investing Cash Flow Net cash used in investing activities for each fiscal year presented was primarily used for capital expenditures.
Dividends received from our unconsolidated equity investees were $21.0 million, $25.5 million and $19.8 million for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively.
Selling, General and Administrative Expenses Selling, general and administrative expenses were $174.7 million for the year ended December 31, 2023, an increase of $35.0 million compared to $139.7 million for 2022.
Selling, general and administrative expenses Selling, general and administrative expenses were $184.3 million for the year ended December 31, 2025, a decrease of $3.3 million compared to $187.6 million for the year ended December 31, 2024.
Selling, General and Administrative Expenses Selling, general and administrative expenses were $187.6 million for the year ended December 31, 2024, an increase of $12.9 million compared to $174.7 million for the year ended December 31, 2023. The increase was primarily driven by increased people-related and consulting expenses, including one-time restructuring costs, partially offset by lower one-time separation costs.
The decrease was primarily driven by lower one-time separation and restructuring costs of $11.6 million, partially offset by increased people-related and consulting expenses and an increase in amortization of internal-use software.
In addition, we expect to incur capital expenditures in connection with the Separation of approximately $5 million to $10 million in 2025. These expenses and capital expenditures primarily relate to the establishment of functions previously co-mingled with Cummins, such as information technologies, distribution centers, manufacturing and human resources.
These expenses and capital expenditures primarily relate to the establishment of functions previously co-mingled with Cummins, such as information technologies, distribution centers, manufacturing and human resources. The one-time costs incurred during the year ended December 31, 2025, were primarily associated with establishing our own distribution network and our technology transformation and modernization project.
On February 14, 2024, Cummins announced an exchange offer whereby Cummins shareholders could exchange all or a portion of Cummins common stock for shares of Atmus common stock owned by Cummins. 41 Table of Contents The divestiture of Atmus shares by Cummins was completed on March 18, 2024 and resulted in the full separation of Atmus and divestitures of Cummins’ entire ownership and voting interest in Atmus (“Full Separation”).
The divestiture of Atmus shares by Cummins was completed on March 18, 2024 and resulted in the full separation of Atmus and divestitures of Cummins’ entire ownership and voting interest in Atmus (“Full Separation”). Following full separation, Cummins continued to provide certain services to Atmus under the transition services agreement.
During 2024, our Selling, general and administrative expenses increased as a result of increased people-related and consulting expenses. Additionally, the appreciation of the U.S. dollar against foreign currencies has had an unfavorable impact on our consolidated results of operations in 2024.
Labor and people related costs have remained stable with increases primarily driven by annual merit and variable compensation programs. Additionally, the appreciation of the U.S. dollar against foreign currencies has had an unfavorable impact on our consolidated results of operations in 2025.
Other Operating Expense, Net Other operating expense, net was $2.0 million for the year ended December 31, 2024, an increase of $1.3 million compared to $0.7 million for the year ended December 31, 2023. The increase in Other operating expense, net was primarily due to inventory write-offs related to warehouse transitions made during the year.
Other operating expense, net Other operating expense, net was $8.1 million for the year ended December 31, 2025, an increase of $6.1 million compared to $2.0 million for the year ended December 31, 2024. The increase was primarily due to long-lived asset impairment charges on idled machinery, equipment and fixtures.
The decrease in Other income, net was primarily due to the net loss on foreign exchange rate hedging, partially offset by higher interest income as a result of cash balances held in interest-bearing accounts which we did not have prior to IPO.
The decrease in Other income, net was due to an increase in the net loss on foreign exchange rate hedging which offset interest income that remained stable between the comparable periods.
Net cash used in financing activities for the year ended December 31, 2022 consisted entirely of transfers to Cummins. Dividends We paid dividends of $8.3 million in 2024 and none in 2023 and 2022. The current quarterly dividend rate is $0.05 per share of common stock.
Financing Cash Flow Net cash used in financing activities for the year ended December 31, 2025 consisted primarily of repurchases of common stock of $60.7 , payments made on our term loan of $22.5 million and dividends paid of $17.3 million .
Equity, Royalty and Interest Income from Investees Equity, royalty and interest income from investees was $34.3 million for the year ended December 31, 2024, an increase of $0.7 million compared to $33.6 million for the year ended December 31, 2023. The increase was primarily due to higher earnings of $0.5 million from our joint ventures in India and China.
Research, development and engineering expenses Research, development and engineering expense was generally consistent for the year ended December 31, 2025 compared the year ended December 31, 2024. Equity, royalty and interest income from investees Equity, royalty and interest income from investees was generally consistent for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Removed
Market demand Aftermarket demand remained depressed in 2024 reflecting soft market conditions and first-fit demand softened across many of our key markets during the second half of 2024. It is uncertain when a recovery can be expected.
Added
A discussion of the changes in the financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 can be found in Part II, “Item 7.
Removed
Global supply chain While overall supply chain conditions continue to affect inventory and backlog levels, they have largely stabilized with minimal disruptions now being experienced and backorders largely recovered.
Added
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 21, 2025.
Removed
Commodity prices, labor, inflation and foreign currency exchange rates We have seen inflationary impacts largely subside in the second half of 2024. Direct material cost pressures, driven largely by steel, resin and other petrochemical products, have stabilized, but we continue to see impacts from labor.
Added
The transition services agreement related primarily to administrative services for which Atmus paid Cummins mutually agreed upon fees. These services were provided through and ended in September 2025.
Removed
The actual amount of the expenses and capital expenditures we will incur as a stand-alone public company 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.
Added
Market demand Aftermarket demand remained soft throughout 2025. We continue to be in a period of slow growth in global aftermarkets, and this trend is expected to continue into 2026. First-fit experienced reduced demand in 2025 reflecting depressed market conditions. First-fit demand is expected to remain at reduced levels in 2026 based on overall market cyclicality.
Removed
Selling, general and administrative expenses as a percentage of Net sales were 11.2% for the year ended December 31, 2024 , an increase of 0.5 percentage points compared to 10.7% for the year ended December 31, 2023 .
Added
Global supply chain Overall supply chain conditions remained largely stable during 2025 with minimal disruptions being experienced. Logistics costs increased during 2025, primarily due to the transition to a standalone distribution network as part of the Separation and the impact of tariffs.
Removed
The increase in Selling, general and administrative expenses as a percentage of Net sales was primarily driven by the items noted above increasing at a higher rate in relation to the increase in Net sales.
Added
Commodity prices, labor, inflation and foreign currency exchange rates We have experienced general variability in direct material costs during 2025. While the costs of our principal materials fluctuate, generally we believe there will continue to be an adequate supply of the materials we use and they will remain available.
Removed
Research, Development and Engineering Expenses Research, development and engineering expenses were $40.6 million for the year ended December 31, 2024, a decrease of $1.9 million compared to $42.5 million for the year ended December 31, 2023. The decrease was primarily due to standalone costs being favorable to previously allocated expenses under Cummins and lower variable compensation costs.
Added
The transition services agreement under which Cummins had continued to provide certain services related primarily to administrative services ended in September 2025.
Removed
The increase in Interest expense was primarily due to the timing of borrowings under the Credit Agreement which began with our IPO in May 2023 compared to 2024 where we have had outstanding borrowings for the duration of the year.
Added
The decrease in interest expense was primarily driven by a reduction to the interest rate on our borrowing and lower outstanding borrowings on our Credit Agreement as principal payments were made.
Removed
Other Income, Net Other income, net was $9.2 million for the year ended December 31, 2024, an increase of $5.4 million compared to $3.8 million for the year ended December 31, 2023. The increase in Other income, net was primarily due to higher interest income, as a result of higher cash balances.
Added
The increase in the effective tax rate was driven by unfavorable changes in the mix of earnings and lower U.S. credits and incentives following cash tax planning around recent U.S. tax law changes, partially offset by a valuation allowance release on foreign deferred tax assets.
Removed
Income Tax Expense In connection with the Separation, the Company entered into a Tax Matters Agreement with Cummins that, among other things, formalized our agreement related to the responsibility for historical tax positions for the period prior to the IPO for jurisdictions where our business was included in the consolidated or combined tax returns of Cummins.
Added
Subsequent to current year end, on January 7, 2026, the Company entered into an Amended and Restated Credit Agreement which provided for a term loan facility of $1.0 billion and $500 million revolving credit facility, both of which mature on January 7, 2031.
Removed
The decrease in the effective tax rate was driven by a favorable change in the mix of earnings among tax jurisdictions and discrete tax items 45 Table of Contents related to US and foreign tax return filings.
Added
The term loan facility was drawn on fully for the amount of $1.0 billion with proceeds used to refinance the outstanding term loan facility and to finance in part the acquisition of Koch Filter Corporation. Refer to Note 21, Subsequent Events , to the Consolidated Financial Statements for more information.
Removed
Our effective tax rate differs from the U.S. statutory rate primarily due to differences in rates applicable to foreign subsidiaries, withholding taxes and state income taxes. 2023 vs. 2022 Net Sales Net sales were $1,628.1 million (which included related party sales of $390.8 million) for the year ended December 31, 2023, an increase of $66.0 million compared to $1,562.1 million (which included related party sales of $344.9 million) for the year ended December 31, 2022.
Added
Dividends are included in Net cash provided by operating activities. 42 Table of Contents Investing Cash Flow Net cash used in investing activities for each fiscal year presented was primarily used for capital expenditures.
Removed
Of the total net sales increase of $66.0 million, $20.1 million was an increase in external sales and $45.9 million was an increase in related party sales. Additionally, sales increased by approximately $102.0 million due to increased pricing, partially offset by lower volumes of $34.2 million and the negative impacts of currency of $1.8 million.
Added
The first quarter 2025 dividend of $0.05 per share, declared on February 19, 2025 for shareholders of record as of March 4, 2025, was paid on March 19, 2025. The second quarter of 2025 dividend of $0.05 per share, declared on May 21, 2025 for shareholders of record as of June 3, 2025, was paid on June 18, 2025.
Removed
Gross Margin Gross margin was $432.7 million for the year ended December 31, 2023, an increase of $73.5 million compared to $359.2 million for the year ended December 31, 2022.
Added
The third quarter 2025 dividend of $0.055 per share, declared on August 13, 2025 for shareholders of record as of August 26, 2025, was paid on September 10, 2025. The fourth quarter dividend of $0.055 per share, declared on November 12, 2025 for shareholders of record as of November 25, 2025, was paid on December 10, 2025.
Removed
The increase in Gross margin was mainly due to favorable pricing as described above (approximately $102.0 million) and approximately $41.0 million of favorable freight and commodities costs, partially offset by $32.1 million of unfavorable manufacturing and other costs, $11.9 million due to lower volumes, $11.1 million of increased variable compensation costs, $9.2 million of one-time separation costs, and $5.2 million of unfavorable currency impacts.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeTo minimize the income volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than the functional currency, Atmus enters into foreign currency forward contracts, which are considered economic hedges and are not designated as hedges for accounting purposes.
Biggest changeIn addition, these arrangements provide for a net settlement of all contracts with a given counterparty in the event that the arrangement is terminated due to the occurrence of default or a termination event. 47 Table of Contents To minimize the income volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than the functional currency, Atmus enters into foreign currency forward contracts, which are considered economic hedges and are not designated as hedges for accounting purposes.
Any change in the value of the contracts, real or hypothetical, would be significantly offset by an inverse change in the value of the underlying hedged items. 53 Table of Contents Interest Rate Risk Our interest rate risk relates primarily to our $600 million term loan facility and our five-year $400 million revolving credit facility.
Any change in the value of the contracts, real or hypothetical, would be significantly offset by an inverse change in the value of the underlying hedged items. Interest Rate Risk Our interest rate risk relates primarily to our $600 million term loan facility and our five-year $400 million revolving credit facility.
Based on our outstanding borrowings at December 31, 2024 , a 0.125% change in SOFR would have a $0.7 million annual impact on interest expense. Refer to Note 12, Debt and Borrowing Arrangements, to the Consolidated Financial Statements for further information. 54 Table of Contents
Based on our outstanding borrowings at December 31, 2025 , a 0.125% change in SOFR would have a $0.7 million annual impact on interest expense. Refer to Note 12, Debt and Borrowing Arrangements, to the Consolidated Financial Statements for further information. 48 Table of Contents
The potential gain or loss in the fair value of our outstanding foreign currency contracts, assuming a hypothetical 10% fluctuation in the currencies of such contracts, would not have a material impact on the consolidated financial statements for the years ended December 31, 2024 , 2023 and 2022.
The potential gain or loss in the fair value of our outstanding foreign currency contracts, assuming a hypothetical 10% fluctuation in the currencies of such contracts would be approximately $10.3 million for the year ended December 31, 2025 and would not have a material impact on the consolidated financial statements for the years ended December 31, 2024 and 2023.
Removed
In addition, these arrangements provide for a net settlement of all contracts with a given counterparty in the event that the arrangement is terminated due to the occurrence of default or a termination event.

Other ATMU 10-K year-over-year comparisons