Basic Stats
| CIK | 1921963 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Atmus Filtration Technologies Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| August 13, 2025 |
Atmus Filtration Technologies Declares Quarterly Dividend EXHIBIT 99.1 August 13, 2025 Atmus Filtration Technologies Declares Quarterly Dividend NASHVILLE, Tenn. – Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU), a global leader in the filtration industry, announced today that its Board of Directors has declared a quarterly cash dividend in the amount of $0.055 per common share, an increase of 10% from the prior quarterly dividend of $0.05 per com |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2025 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation o |
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| August 8, 2025 |
Atmus Filtration Technologies Reports Second Quarter 2025 Results EXHIBIT 99.1 August 8, 2025 Atmus Filtration Technologies Reports Second Quarter 2025 Results NASHVILLE, Tenn. – Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU), a global leader in filtration and media solutions, today reported financial results for its second quarter that ended June 30, 2025. Second Quarter Highlights •Net sales of $454 million •GAAP net income of $60 million •Diluted earn |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2025 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation or |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| May 30, 2025 |
Atmus Filtration Technologies Inc. Conflict Minerals Report For The Year Ended December 31, 2024 EXHIBIT 1.01 Atmus Filtration Technologies Inc. Conflict Minerals Report For The Year Ended December 31, 2024 This Conflict Minerals Report for the year ended December 31, 2024, is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the Rule). The Securities and Exchange Commission (SEC) adopted the Rule to implement reporting and disclosure requirements related to Confl |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Atmus Filtration Technologies Inc. Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 26 Century Boulevard Nashville, Tennessee 37214 (Address of Principal Executive Offices) (Zip Code) |
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| May 27, 2025 |
Exhibit 3.1 STATE OF DELAWARE CORRECTED AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATMUS FILTRATION TECHNOLOGIES INC. Atmus Filtration Technologies Inc. (the “Corporation”), existing pursuant to the General Corporation Law of the State of Delaware, as amended (the “Corporation Law”), hereby certifies as follows: 1 The name of the corporation is Atmus Filtration Technologies Inc. (the “Co |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2025 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation or o |
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| May 27, 2025 |
Amended and Restated Bylaws of Atmus Filtration Technologies Inc. Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF ATMUS FILTRATION TECHNOLOGIES INC. EFFECTIVE MAY 20, 2025 ARTICLE I OFFICES Section 1.1. Registered Office. The address of the registered office of Atmus Filtration Technologies Inc. (the “Corporation”) in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such addre |
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| May 21, 2025 |
Atmus Filtration Technologies Declares Quarterly Dividend EXHIBIT 99.1 May 21, 2025 Atmus Filtration Technologies Declares Quarterly Dividend NASHVILLE, Tenn. – Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU), a global leader in the filtration industry, announced today that its Board of Directors has declared a quarterly cash dividend in the amount of $0.05 per common share, payable on June 18, 2025 to shareholders of record at the close of busine |
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| May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2025 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation or o |
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| May 13, 2025 |
EXHIBIT 99.1 May 13, 2025 Laura Heltebran Appointed Chief Legal Officer and Corporate Secretary at Atmus Filtration Technologies NASHVILLE, Tenn. – Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU), a global leader in filtration and media solutions, has appointed Laura Heltebran as Chief Legal Officer and Corporate Secretary, reporting to Atmus’ CEO Steph Disher, effective May 13. Heltebran w |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2025 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation or or |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 2, 2025 |
Atmus Filtration Technologies Reports First Quarter 2025 Results EX-99.1 2 atmu2025q18-kex991.htm EX-99.1 EXHIBIT 99.1 May 2, 2025 Atmus Filtration Technologies Reports First Quarter 2025 Results NASHVILLE, Tenn. – Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU), a global leader in filtration and media solutions, today reported financial results for its first quarter that ended March 31, 2025. First Quarter Highlights •Net sales of $417 million •GAAP net |
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| May 2, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2025 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation or or |
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| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: x Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: x Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2025 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation |
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| February 21, 2025 |
Subsidiaries of the Registrant (filed herewith). EXHIBIT 21 Atmus Filtration Technologies Inc. Subsidiaries of the Registrant Entity Name Country or State of Organization Cummins Filtration International Corporation, Australia Branch Australia CMI Filtration Belgium BV Belgium Cummins Filtros Ltda. Brazil Atmus Filtration (Shanghai) Co. Ltd. China Shanghai Fleetgaurd Filter Co. Ltd. China Atmus Filtration Products and Equipment (Shanghai) Co., L |
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| February 21, 2025 |
Insider Trading Policy (filed herewith) INSIDER TRADING POLICY ATMUS FILTRATION CORE POLICY RESTRICTED CONFIDENTIAL Page 1 of 10 POLICY OWNER: Chief Legal Officer and Corporate Secretary Insider Trading Policy Insider Trading Policy SCOPE This policy applies to members of the Company’s Board of Directors (“Board Members”) and globally to the employees of the Company’s entities in which the Company has a controlling ownership interest or management responsibility, including its subsidiaries, joint ventures, affiliated companies, and distributors, as well as to the Company itself as identified below. |
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| February 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2024 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 001-41710 Atmus Filtration Technolo |
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| February 21, 2025 |
Atmus Filtration Technologies Reports Fourth Quarter and Full Year 2024 Results EXHIBIT 99.1 February 21, 2025 Atmus Filtration Technologies Reports Fourth Quarter and Full Year 2024 Results NASHVILLE, Tenn. – Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU), a global leader in filtration and media solutions, today reported financial results for its fourth quarter and full year that ended December 31, 2024. Fourth Quarter and Full Year Highlights •Net sales of $407 mill |
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| February 19, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 19, 2025 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation |
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| February 19, 2025 |
Atmus Filtration Technologies Declares Quarterly Dividend EXHIBIT 99.1 February 19, 2025 Atmus Filtration Technologies Declares Quarterly Dividend NASHVILLE, Tenn. – Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU), a global leader in the filtration industry, announced today that its Board of Directors has declared a quarterly cash dividend in the amount of $0.05 per common share, payable on March 19, 2025 to shareholders of record at the close of |
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| February 14, 2025 |
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The unders |
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| November 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2024 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 8, 2024 |
Atmus Filtration Technologies Reports Third Quarter 2024 Results EXHIBIT 99.1 November 8, 2024 Atmus Filtration Technologies Reports Third Quarter 2024 Results NASHVILLE, Tenn. – Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU), a global leader in filtration and media solutions, today reported financial results for its third quarter that ended September 30, 2024. Third Quarter Highlights •Net sales of $404 million •GAAP net income of $44 million •Diluted |
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| October 18, 2024 |
EXHIBIT 99.1 October 18, 2024 Atmus Filtration Technologies Declares Quarterly Dividend and Announces Timing of Third Quarter 2024 Results and Conference Call NASHVILLE, Tenn. – Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU), a global leader in the filtration industry, announced today that its Board of Directors has declared a quarterly cash dividend in the amount of $0.05 per common share |
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| October 18, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 18, 2024 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation |
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| August 2, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2024 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation or |
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| August 2, 2024 |
Atmus Filtration Technologies Reports Second Quarter 2024 Results EXHIBIT 99.1 August 2, 2024 Atmus Filtration Technologies Reports Second Quarter 2024 Results NASHVILLE, Tenn. – Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU), a global leader in filtration and media solutions, today reported financial results for its second quarter that ended June 30, 2024. Second Quarter Highlights •Net sales of $433 million •GAAP net income of $56 million •Diluted earn |
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| August 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| July 18, 2024 |
Atmus Filtration Technologies Announces Capital Return to Shareholders EXHIBIT 99.1 July 18, 2024 Atmus Filtration Technologies Announces Capital Return to Shareholders NASHVILLE, Tenn. – Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU), a global leader in the filtration industry, announced today that its Board of Directors has declared its first quarterly cash dividend in the amount of $0.05 per common share, payable on August 14, 2024 to shareholders of recor |
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| July 18, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2024 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation or |
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| June 10, 2024 |
ATMU / Atmus Filtration Technologies Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Atmus Filtration Technologies Inc Title of Class of Securities: Common Stock CUSIP Number: 04956D107 Date of Event Which Requires Filing of this Statement: May 31, 2024 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1 |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Atmus Filtration Technologies Inc. Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 26 Century Boulevard Nashville, Tennessee 37214 (Address of Principal Executive Offices) (Zip Code) |
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| May 31, 2024 |
Conflict Minerals Report, as required by Items 1.01 and 1.02 of this Form EXHIBIT 1.01 Atmus Filtration Technologies Inc. Conflict Minerals Report For The Year Ended December 31, 2023 This Conflict Minerals Report for the year ended December 31, 2023, is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the Rule). The Securities and Exchange Commission (SEC) adopted the Rule to implement reporting and disclosure requirements related to confl |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2024 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation or o |
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| May 3, 2024 |
Atmus Filtration Technologies Reports First Quarter 2024 Results EXHIBIT 99.1 May 3, 2024 Atmus Filtration Technologies Reports First Quarter 2024 Results NASHVILLE, Tenn. – Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU), a global leader in filtration and media solutions, today reported financial results for its first quarter that ended March 31, 2024. First Quarter Highlights •Net sales of $427 million •GAAP net income of $46 million •Diluted earnings |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2024 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation or or |
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| April 19, 2024 |
Exhibits 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”) is entered into by and between Atmus Filtration Technologies Inc., a Delaware corporation having its principal office in Nashville, Tennessee (the “Company”), and Toni Y. Hickey (“Employee”). Recitals Employee has been employed with the Company on an at-will basis. Employee and C |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 15, 2024 Atmus Filtration Technologies Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation) ( |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| March 20, 2024 |
ATMU / Atmus Filtration Technologies Inc. / Cummins Inc - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Atmus Filtration Technologies Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 04956D 107 (CUSIP Number) March 18, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 18, 2024 Atmus Filtration Technologies Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation) ( |
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| March 18, 2024 |
Atmus Becomes a Fully Independent Company Following Final Separation from Cummins Exhibit 99.1 March 18, 2024 Atmus Becomes a Fully Independent Company Following Final Separation from Cummins NASHVILLE, Tenn - Atmus Filtration Technologies Inc. (NYSE: ATMU) (“Atmus”) today announced its separation from Cummins Inc. (“Cummins”), marking Atmus’ first day as a fully independent company. “Today we celebrate a new day for Atmus,” shared Steph Disher, Chief Executive Officer of Atmus |
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| March 7, 2024 |
Form of Notice of Guaranteed Delivery Exhibit 99.3 Notice of Guaranteed Delivery for Shares of Common Stock of CUMMINS INC. Offer to Exchange up to 67,054,726 Shares of Common Stock of ATMUS FILTRATION TECHNOLOGIES, INC. which are owned by Cummins Inc. for Outstanding Shares of Common Stock of CUMMINS INC. (Not to be used for signature guarantees) THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY |
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| March 7, 2024 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-277051 CUMMINS INC. Offer to Exchange Up to 67,054,726 Shares of Common Stock of ATMUS FILTRATION TECHNOLOGIES INC. Which are Owned by Cummins Inc. for Outstanding Shares of Common Stock of CUMMINS INC. THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY |
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| March 7, 2024 |
Instruction Booklet to the Letter of Transmittal Exhibit 99.2 Instruction Booklet to the Letter of Transmittal for the OFFER TO EXCHANGE up to 67,054,726 Shares of Common Stock of ATMUS FILTRATION TECHNOLOGIES INC. which are beneficially owned by Cummins Inc. for Shares of Common Stock of CUMMINS INC. Pursuant to the Prospectus dated February 14, 2024 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT |
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| March 7, 2024 |
Exhibit 99.1 Sign and provide your tax ID number on the IRS Form W-9 provided herein (or the appropriate IRS Form W-8 if you are a non-U.S. shareholder, a copy of which can be obtained at www.irs.gov).Signature of owner Signature of co-owner, if anyArea Code/Phone Number¬¬¬SIGNATURE(S) GUARANTEED (IF REQUIRED). See Instruction 2.Unless the shares were tendered by the registered holder(s) of |
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| March 7, 2024 |
As filed with the U.S. Securities and Exchange Commission on March 7, 2024 As filed with the U.S. Securities and Exchange Commission on March 7, 2024 Registration No. 333-277051 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporat |
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| March 6, 2024 |
Atmus Filtration Technologies Inc. 26 Century Boulevard Nashville, Tennessee 37214 Atmus Filtration Technologies Inc. 26 Century Boulevard Nashville, Tennessee 37214 March 6, 2024 Via EDGAR Submission U.S. Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Daniel F. Duchovny Special Counsel Re: Atmus Filtration Technologies Inc. Registration Statement on Form S-4 File No. |
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| February 29, 2024 |
Filed by Atmus Filtration Technologies Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Cummins Inc. Commission File No.: 1-4949 Roadshow Presentation March 2024 | 2 Disclaimer The information contained in this presentation is not investment or financial product advice and is not intended to be used as the basis for making an investment decision. Neither Cumm |
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| February 14, 2024 |
Executive Severance Plan (filed herewith). EXHIBIT 10.20 FILT RED, INC. EXECUTIVE SEVERANCE PLAN Effective , 2022 1.Purpose. The purpose of the Plan is to provide certain executives and other key employees of the Company with certain compensation and benefits as set forth herein in the event such employee’s employment with the Company or a Subsidiary is terminated in certain circumstances. 2.Definitions. In addition to other terms defined |
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| February 14, 2024 |
Exhibit 99.5 CUMMINS INC. Offer to Exchange up to 67,054,726 Shares of Common Stock of ATMUS FILTRATION TECHNOLOGIES, INC. Which are Owned by Cummins Inc. For Shares of Common Stock of CUMMINS INC. Pursuant to the Prospectus dated February 14, 2024 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON MARCH 13, 2024, UNLESS THE OFFER I |
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| February 14, 2024 |
Form of Notice to Participants in the Cummins ESOP Fund only Exhibit 99.9 Opportunity to Exchange Cummins Stock for Atmus Stock in the Cummins Retirement and Savings Plan In May 2023, an initial public offering of approximately 19.5% of Atmus Filtration Technologies Inc. (Atmus) common stock was completed. Cummins Inc. (Cummins) retained the remaining outstanding shares of, and a controlling stake in, Atmus. Cummins is offering its stockholders the opportun |
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| February 14, 2024 |
Exhibit 99.1 1212 Avenue of the Americas, 17th Floor New York, NY 10036 1-877-279-2311 (in the U.S., including Puerto Rico, and Canada) 1-917-484-4425 (all other areas) : Broadridge, Inc., Attn: BCIS IWS, 51 Mercedes Way, Edgewood, NY 11717 : Broadridge, Inc., Attn: BCIS Re-Organization Dept., P.O. Box 1317, Brentwood, NY 11717-0718 CUMMINS INC. LETTER OF TRANSMITTAL Okapi Partners LLC 1212 Avenue |
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| February 14, 2024 |
Filed by Atmus Filtration Technologies Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Cummins Inc. Commission File No.: 1-4949 Subject: Cummins Exchange Offer - Talking Points for Key Leaders Dear Key Leaders, Attached you will find Leader Talking Points that can be used to address employee questions related to Cummins’ launch of an exchange offer to split- |
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| February 14, 2024 |
CUMMINS EXCHANGE OFFER ANNOUNCEMENT – Talking points for customers and suppliers Filed by Atmus Filtration Technologies Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Cummins Inc. Commission File No.: 1-4949 Internal Use Only CUMMINS EXCHANGE OFFER ANNOUNCEMENT – Talking points for customers and suppliers This document contains talking points to help answer customer and supplier questions about Cummins’ announcement on Wednesday, Februa |
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| February 14, 2024 |
Exhibit 10.19 FIRST AMENDMENT TO SEPARATION AGREEMENT This FIRST AMENDMENT TO SEPARATION AGREEMENT, dated as of September 25, 2023 (this “Amendment”) is entered into by and between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration”). Cummins and Filtration are referred to herein each individually as a “Party” and collectiv |
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| February 14, 2024 |
Deferred Compensation Plan for Non-Employee Directors Exhibit 10.12 FILT RED, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS Effective as of [ ], 2023 TABLE OF CONTENTS Page Article I EFFECTIVE DATE; PURPOSE; FUNDING 1 Section 1.01. Effective Date 1 Section 1.02. Purpose 1 Section 1.03. Funding 1 Article II DEFINITIONS AND INTERPRETATION 1 Section 2.01. Definitions 1 Section 2.02. Rules of Interpretation. 3 Article III PARTICIPATION 4 Sec |
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| February 14, 2024 |
ower of Attorney (filed herewith). EXHIBIT 24 POWER OF ATTORNEY Each of the undersigned, a director of Atmus Filtration Technologies Inc. |
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| February 14, 2024 |
Description of Securities of the Registrant (filed herewith). EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of Atmus Filtration Technologies Inc.’s (the “Company”) capital stock and important provisions of our Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated By-Laws (the “By-Laws”). This summary does not purpo |
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| February 14, 2024 |
Cummins launches exchange offer for separation of Atmus Filed by Atmus Filtration Technologies Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Cummins Inc. Commission File No.: 1-4949 INTERNAL ANNOUNCEMENT Cummins launches exchange offer for separation of Atmus Atmus colleagues, Today, Cummins Inc. (“Cummins”) launched an exchange offer to split-off its remaining 80.5% stake in Atmus Filtration Technologies Inc. |
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| February 14, 2024 |
Subsidiaries of the Registrant (filed herewith). EXHIBIT 21 Atmus Filtration Technologies Inc. Subsidiaries of the Registrant Entity Name Country or State of Organization Cummins Filtration International Corporation, Australia Branch Australia CMI Filtration Belgium BV Belgium Cummins Filtros Ltda. Brazil Atmus Filtration (Shanghai) Co. Ltd. China Shanghai Fleetgaurd Filter Co. Ltd. China Atmus Filtration Products and Equipment (Shanghai) Co., L |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2024 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation |
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| February 14, 2024 |
Filed by Atmus Filtration Technologies Inc. Filed by Atmus Filtration Technologies Inc. pursuant to rule 425 under the Securities Act of 1933, as amended Subject Company: Cummins Inc. Commission File No.: 1-4949 The following is an excerpt from Atmus' Fourth Quarter 2023 Earnings Call on February 14, 2024: Comments from Steph Disher, Chief Executive Officer: In closing, I want to take the opportunity to provide you with an update on Cummins |
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| February 14, 2024 |
Restricted Stock Unit Award Agreement under the 2022 Omnibus Incentive Plan (Executive Officers) EXHIBIT 10.15 ATMUS FILTRATION TECHNOLOGIES INC. 2022 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Agreement (this “Agreement”) is made as of the date (the “Effective Date”) set forth in the accompanying long-term grant letter (the “Letter”), between Atmus Filtration Technologies Inc., a Delaware corporation (the “Company”), and the employee named in the Letter (the “Employee” |
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| February 14, 2024 |
As filed with the U.S. Securities and Exchange Commission on February 14, 2024 Table of Contents As filed with the U.S. Securities and Exchange Commission on February 14, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation |
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| February 14, 2024 |
Policy Relating to Recovery of Erroneously Awarded Compensation (filed herewith). EXHIBIT 97 Atmus Filtration Technologies Inc. Compensation Recovery Policy 1.Recovery of Compensation Following Financial Restatement a.Restatement Resulting from Material Noncompliance. (i) Mandatory Recovery; Definitions. If Atmus Filtration Technologies Inc. (the “Company”) is required to prepare an Accounting Restatement (as defined below), the Company shall recover reasonably promptly the amo |
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| February 14, 2024 |
Deferred Compensation Plan (filed herewith). EXHIBIT 10.18 FILT RED, INC. DEFERRED COMPENSATION PLAN Effective as of [], 2023 4885-2358-5571.6 TABLE OF CONTENTS Page ARTICLE I EFFECTIVE DATE; PURPOSE; FUNDING 1 Section 1.01 Effective Date 1 Section 1.02 Purpose 1 Section 1.03 Funding 1 Section 1.04 Assumption of Liabilities 1 ARTICLE II DEFINITIONS AND INTERPRETATION 1 Section 2.01 Definitions 1 Section 2.02 Rules of Interpretation 5 ARTICLE |
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| February 14, 2024 |
Executive Change of Control Severance Plan (filed herewith). EXHIBIT 10.21 FILT RED, INC. EXECUTIVE CHANGE OF CONTROL SEVERANCE PLAN Effective , 2022 The Board of Directors of FILT Red, Inc. (the “Company”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of its executives and other key personnel, notwithstanding the possibility, threat or occurrence of a Change |
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| February 14, 2024 |
Form of Notice of Guaranteed Delivery Exhibit 99.3 Notice of Guaranteed Delivery for Shares of Common Stock of CUMMINS INC. Offer to Exchange up to 67,054,726 Shares of Common Stock of ATMUS FILTRATION TECHNOLOGIES, INC. which are owned by Cummins Inc. for Outstanding Shares of Common Stock of CUMMINS INC. (Not to be used for signature guarantees) THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TI |
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| February 14, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) Atmus Filtration Technologies Inc. |
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| February 14, 2024 |
EXHIBIT 10.17 ATMUS FILTRATION TECHNOLOGIES INC. 2022 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (NON-EMPLOYEE DIRECTOR) This Agreement (this “Agreement”) is made as of the date (the “Grant Date”) set forth in the accompanying equity retainer grant letter (the “Letter”), between Atmus Filtration Technologies Inc., a Delaware corporation (the “Company”), and the director named in |
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| February 14, 2024 |
Performance Stock Unit Award Agreement under the 2022 Omnibus Incentive Plan (Executive Officers) EXHIBIT 10.16 ATMUS FILTRATION TECHNOLOGIES INC. 2022 OMNIBUS INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENT This Agreement (this “Agreement”) is made as of the date (the “Effective Date”) set forth in the accompanying long-term grant letter (the “Letter”), between Atmus Filtration Technologies Inc., a Delaware corporation (the “Company”), and the employee named in the Letter (the “Employee |
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| February 14, 2024 |
Form of Notice to Participants in neither the Cummins Stock Fund or the Cummins ESOP Fund Exhibit 99.7 Opportunity to Exchange Cummins Stock for Atmus Stock in the Cummins Retirement and Savings Plan In May 2023, an initial public offering of approximately 19.5% of Atmus Filtration Technologies Inc. (Atmus) common stock was completed. Cummins Inc. (Cummins) retained the remaining outstanding shares of, and a controlling stake in, Atmus. Cummins is offering its stockholders the opportun |
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| February 14, 2024 |
Form of Notice to Participants in the Cummins Stock Fund only Exhibit 99.8 Opportunity to Exchange Cummins Stock for Atmus Stock in the Cummins Retirement and Savings Plan In May 2023, an initial public offering of approximately 19.5% of Atmus Filtration Technologies Inc. (Atmus) common stock was completed. Cummins Inc. (Cummins) retained the remaining outstanding shares of, and a controlling stake in, Atmus. Cummins is offering its stockholders the opportun |
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| February 14, 2024 |
Filed by Atmus Filtration Technologies Inc. Filed by Atmus Filtration Technologies Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Cummins Inc. Commission File No.: 1-4949 The following is a form of an email sent to Atmus' joint venture partners on February 14, 2024: Subject: Notification: Atmus Filed Form S-4 Registration Statement in Connection with Cummins Exchange Offer Dear , Cummins Inc. (“Cummi |
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| February 14, 2024 |
Atmus To File Form S-4 Registration Statement in Connection with Cummins Exchange Offer Filed by Atmus Filtration Technologies Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Cummins Inc. Commission File No.: 1-4949 News Release February 14, 2024 Atmus To File Form S-4 Registration Statement in Connection with Cummins Exchange Offer NASHVILLE, Tenn - Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU) today announced that it will file a Form |
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| February 14, 2024 |
EXHIBIT 10.22 FIRST AMENDMENT TO SEPARATION AGREEMENT This FIRST AMENDMENT TO SEPARATION AGREEMENT, dated as of September 25, 2023 (this “Amendment”) is entered into by and between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration”). Cummins and Filtration are referred to herein each individually as a “Party” and collectiv |
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| February 14, 2024 |
Deferred Compensation Plan for Non-Employee Directors (filed herewith). EXHIBIT 10.19 FILT RED, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS Effective as of [], 2023 4891-5904-4379.6 TABLE OF CONTENTS Page Article I EFFECTIVE DATE; PURPOSE; FUNDING 1 Section 1.01. Effective Date 1 Section 1.02. Purpose 1 Section 1.03. Funding 1 Article II DEFINITIONS AND INTERPRETATION 1 Section 2.01. Definitions 1 Section 2.02. Rules of Interpretation. 3 Article III PAR |
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| February 14, 2024 |
Exhibit 99.6 NOTICE OF WITHDRAWAL To Withdraw SHARES OF COMMON STOCK OF CUMMINS INC. Pursuant to the OFFER TO EXCHANGE up to 67,054,726 Shares of Common Stock of ATMUS FILTRATION TECHNOLOGIES, INC. which are owned by Cummins Inc. for Shares of Common Stock of CUMMINS INC. Pursuant to the Prospectus dated February 14, 2024 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW |
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| February 14, 2024 |
Exhibit 10.13 FILT RED, INC. EXECUTIVE SEVERANCE PLAN Effective , 2022 1. Purpose. The purpose of the Plan is to provide certain executives and other key employees of the Company with certain compensation and benefits as set forth herein in the event such employee’s employment with the Company or a Subsidiary is terminated in certain circumstances. 2. Definitions. In addition to other terms define |
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| February 14, 2024 |
Subsidiaries of the Registrant Exhibit 21.1 Atmus Filtration Technologies Inc. Subsidiaries of the Registrant Entity Name Country or State of Organization Cummins Filtration International Corporation, Australia Branch Australia CMI Filtration Belgium BV Belgium Cummins Filtros Ltda. Brazil Atmus Filtration (Shanghai) Co. Ltd. China Shanghai Fleetgaurd Filter Co. Ltd. China Atmus Filtration Products and Equipment (Shanghai) Co., |
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| February 14, 2024 |
Atmus Filtration Technologies Reports Fourth Quarter and Full Year 2023 Results EXHIBIT 99.1 February 14, 2024 Atmus Filtration Technologies Reports Fourth Quarter and Full Year 2023 Results NASHVILLE, Tenn. – Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU), a global leader in filtration and media solutions, today reported financial results for its fourth quarter and full year that ended December 31, 2023. Fourth Quarter and Full Year Highlights •Net sales of $400 mill |
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| February 14, 2024 |
ATMU / Atmus Filtration Technologies Inc. / Cummins Inc - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Atmus Filtration Technologies Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 04956D 107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 14, 2024 |
Form of Notice to Participants in both the Cummins Stock Fund and the Cummins ESOP Fund Exhibit 99.10 Opportunity to Exchange Cummins Stock for Atmus Stock in the Cummins Retirement and Savings Plan In May 2023, an initial public offering of approximately 19.5% of Atmus Filtration Technologies Inc. (Atmus) common stock was completed. Cummins Inc. (Cummins) retained the remaining outstanding shares of, and a controlling stake in, Atmus. Cummins is offering its stockholders the opportu |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2023 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 001-41710 Atmus Filtration Technolo |
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| February 14, 2024 |
Instruction Booklet to the Letter of Transmittal Exhibit 99.2 Instruction Booklet to the Letter of Transmittal for the OFFER TO EXCHANGE up to 67,054,726 Shares of Common Stock of ATMUS FILTRATION TECHNOLOGIES INC. which are beneficially owned by Cummins Inc. for Shares of Common Stock of CUMMINS INC. Pursuant to the Prospectus dated February 14, 2024 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT |
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| February 14, 2024 |
Consent of Stuart A. Taylor II Exhibit 99.12 Consent to Being Named as a Director Nominee In accordance with Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee of Atmus Filtration Technologies Inc. in the Registration Statement on Form S-4 filed by Atmus Filtration Technologies Inc. with the Securities and Exchange Commission and in all subsequent amendmen |
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| February 14, 2024 |
Executive Change of Control Severance Plan Exhibit 10.14 FILT RED, INC. EXECUTIVE CHANGE OF CONTROL SEVERANCE PLAN Effective , 2022 The Board of Directors of FILT Red, Inc. (the “Company”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of its executives and other key personnel, notwithstanding the possibility, threat or occurrence of a Change |
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| February 14, 2024 |
Exhibit 99.11 Consent to Being Named as a Director Nominee In accordance with Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee of Atmus Filtration Technologies Inc. in the Registration Statement on Form S-4 filed by Atmus Filtration Technologies Inc. with the Securities and Exchange Commission and in all subsequent amendmen |
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| February 14, 2024 |
Exhibit 10.11 FILT RED, INC. DEFERRED COMPENSATION PLAN Effective as of [ ], 2023 TABLE OF CONTENTS Page ARTICLE I EFFECTIVE DATE; PURPOSE; FUNDING 1 Section 1.01 Effective Date 1 Section 1.02 Purpose 1 Section 1.03 Funding 1 Section 1.04 Assumption of Liabilities 1 ARTICLE II DEFINITIONS AND INTERPRETATION 1 Section 2.01 Definitions 1 Section 2.02 Rules of Interpretation 5 ARTICLE III PARTICIPATI |
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| February 14, 2024 |
Exhibit 99.4 CUMMINS INC. Offer to Exchange up to 67,054,726 Shares of Common Stock of ATMUS FILTRATION TECHNOLOGIES, INC. which are owned by Cummins Inc. for Shares of Common Stock of CUMMINS INC. Pursuant to the Prospectus dated February 14, 2024 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON MARCH 13, 2024, UNLESS THE OFFER I |
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| November 3, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 2023 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation |
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| November 3, 2023 |
Atmus Filtration Technologies Reports Third Quarter 2023 Results EXHIBIT 99.1 November 3, 2023 Atmus Filtration Technologies Reports Third Quarter 2023 Results NASHVILLE, Tenn. – Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU), a global leader in filtration and media solutions, today reported financial results for its third quarter that ended September 30, 2023. Third Quarter Highlights •Net sales of $396 million •GAAP net income of $38 million •Diluted |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2023 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation o |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2023 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation or |
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| August 9, 2023 |
Atmus Filtration Technologies Reports Second Quarter 2023 Results EXHIBIT 99.1 August 9, 2023 Atmus Filtration Technologies Reports Second Quarter 2023 Results NASHVILLE, Tenn. – Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU), a global leader in filtration and media solutions, today reported financial results for its second quarter that ended June 30, 2023. Second Quarter Highlights •Net sales of $414 million •GAAP net income of $46 million •Diluted earn |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 8, 2023 |
Report of Independent Registered Public Accounting Firm EXHIBIT 99.2 Report of Independent Registered Public Accounting Firm To the Board of Directors of Cummins Inc. and Shareholder of Atmus Filtration Technologies Inc. Opinion on the Financial Statements We have audited the accompanying combined balance sheets of Atmus, a business of Cummins Inc., (the “Company”) as of December 31, 2022 and 2021, and the related combined statements of net income, com |
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| August 8, 2023 |
EXHIBIT 99.1 EXPLANATORY NOTE Atmus Filtration Technologies Inc. (“Atmus” or the “Company”) is filing this Exhibit 99.1 to restate the unaudited condensed combined financial statements as of and for the three-month period ended March 31, 2023. As disclosed in the Company’s Current Report on Form 8-K, to which this is Exhibit 99.1, the Company is restating its previously filed unaudited condensed c |
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| August 8, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 99.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-272325) of Atmus Filtration Technologies Inc. of our report dated February 21, 2023, except for the effects of the revision discussed in Note 1 to the combined financial statements, as to which the date is August 7, 2023, relat |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2023 Atmus Filtration Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41710 88-1611079 (State or other jurisdiction of incorporation or |
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| June 1, 2023 |
Exhibit 10.9 Execution Version intellectual property LICENSE AGREEMENT This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of May 29, 2023 (the “Effective Date”), is entered into by and between Cummins Inc. (“Cummins”), an Indiana corporation, and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration”). “Party” or “Parties” means Cummins or Filtration, indiv |
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| June 1, 2023 |
Exhibit 3.2 BY-LAWS OF Atmus Filtration Technologies, Inc. Article I Offices Section 1.1. Registered Office. The address of the registered office of Atmus Filtration Technologies, Inc. (the “Corporation”) in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company. The Cor |
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| June 1, 2023 |
Exhibit 10.11 EXECUTION VERSION Published Deal CUSIP: 31729XAA0 Published Revolver CUSIP: 31729XAB8 Published Term Loan CUSIP: 31729XAC6 CREDIT AGREEMENT dated as of September 30, 2022 among FILT RED, INC. CUMMINS FILTRATION INC The Other Loan Parties Party Hereto The Lenders Party Hereto BANK OF AMERICA, N.A. as Administrative Agent, a Swingline Lender and an L/C Issuer WELLS FARGO BANK, NATIONAL |
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| June 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 26, 2023 Atmus Filtration Technologies Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39054 88-1611079 (State or other jurisdiction of incorporation) (Co |
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| June 1, 2023 |
Exhibit 10.10 Atmus Filtration Technologies Inc. 2022 OMNIBuS INCENTIVE PLAN 1. Purpose and Effective Date. (a) Purpose. The Atmus Filtration Technologies Inc. 2022 Omnibus Incentive Plan is designed to attract, retain, focus and motivate executives, other selected employees, directors and consultants and to link the interests of these individuals with the interests |
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| June 1, 2023 |
Exhibit 10.7 Execution Version REGISTRATION RIGHTS AGREEMENT by and between ATMUS FILTRATION TECHNOLOGIES INC. and CUMMINS INC., dated as of May 29, 2023 TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1 Defined Terms 1 Section 1.2 General Interpretive Principles 4 Article II REGISTRATION RIGHTS 5 Section 2.1 Registration 5 Section 2.2 Piggyback Registrations 7 Section 2.3 Selection of Underwr |
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| June 1, 2023 |
Exhibit 10.4 Execution Version EMPLOYEE MATTERS AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of May 29, 2023 TABLE OF CONTENTS Article I DEFINITIONS AND INTERPRETATION 1 Section 1.1 General 1 Section 1.2 References; Interpretation 6 Article II GENERAL PRINCIPLES 6 Section 2.1 Nature of Liabilities 6 Section 2.2 Transfers of Employees Generally 7 Section 2. |
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| June 1, 2023 |
Exhibit 10.2 Execution Version TRANSITION SERVICES AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of May 29, 2023 TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Article II SERVICES, ACCESS TO FACILITIES AND DURATION 3 Section 2.1 Services 3 Section 2.2 Access 3 Section 2.3 Duration of Services and Access to Facilities 4 Section |
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| June 1, 2023 |
Exhibit 10.5 Execution Version FILTRATION FIRST-FIT SUPPLY AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of May 29, 2023 TABLE OF CONTENTS RECITALS 1 1. PURPOSE 1 2. DEFINITIONS 2 3. PRODUCTS 5 4. TERM 6 5. PRICING, NEW PRODUCT PRODUCTION 6 6. PAYMENT AND TITLE TRANSFER 7 7. TOOLING AND EQUIPMENT 7 8. BRANDING, PACKAGING AND INVOICE DOCUMENTATION 8 9. SHIPP |
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| June 1, 2023 |
Exhibit 10.6 Execution Version FILTRATION AFTERMARKET SUPPLY AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of May 29, 2023 TABLE OF CONTENTS 1. PURPOSE 1 2. DEFINITIONS 2 3. PRODUCTS 4 4. TERM 5 5. PRICING 5 6. PAYMENT AND TITLE TRANSFER 6 7. TOOLING AND EQUIPMENT 6 8. BRANDING, PACKAGING AND INVOICE DOCUMENTATION 6 9. SHIPPING AND DELIVERY, DELIVERY PERFOR |
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| June 1, 2023 |
Exhibit 10.8 Execution Version TRANSITIONAL TRADEMARK LICENSE AGREEMENT This TransitionAL Trademark License Agreement (this “Agreement”), dated as of May 29, 2023 (the “Effective Date”), is made and entered into by and between Cummins Inc., an Indiana corporation (“Cummins” or “Licensor”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration” or “Licensee”). “Party” or “Part |
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| June 1, 2023 |
File No. 333- As filed with the Securities and Exchange Commission on June 1, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATMUS FILTRATION TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 88-1611079 (State or other jurisdiction of incorporation or organization) (I.R.S. |
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| June 1, 2023 |
Exhibit 10.12 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement, dated as of February 15, 2023 (this “Amendment”), is by and among ATMUS FILTRATION TECHNOLOGIES INC., a Delaware corporation (the “Parent Borrower”), CUMMINS FILTRATION INC, an Indiana corporation (the “Opco Borrower”), each Lender, Bank of America, N.A., as Administrative Agent (in such c |
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| June 1, 2023 |
Exhibit 3.1 Amended and RESTATED Certificate OF INCORPORATION OF ATMUS FILTRATION TECHNOLOGIES INC. Atmus Filtration Technologies Inc. (the “Corporation”), existing pursuant to the General Corporation Law of the State of Delaware, as amended (the “Corporation Law”), hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the office of the Secreta |
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| June 1, 2023 |
Exhibit 10.1 Execution Version SEPARATION AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of May 29, 2023 TABLE OF CONTENTS Article I DEFINITIONS AND INTERPRETATION 2 Section 1.1 General 2 Section 1.2 References; Interpretation 24 Article II THE SEPARATION 24 Section 2.1 General 24 Section 2.2 Internal Reorganization; Transfer of Assets; Assumption of Liabili |
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| June 1, 2023 |
Exhibit 10.3 Execution Version TAX MATTERS AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of May 29, 2023 TABLE OF CONTENTS Article I DEFINITIONS 2 Section 1.1 General 2 Article II PAYMENTS AND TAX REFUNDS 8 Section 2.1 U.S. Federal Income Tax Relating to Joint Returns 8 Section 2.2 U.S. Federal Income Tax Relating to Separate Returns 9 Section 2.3 U.S. Stat |
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| June 1, 2023 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATMUS FILTRATION TECHNOLOGIES INC. |
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| May 26, 2023 |
14,124,409 Shares Atmus Filtration Technologies Inc. Common Stock TABLE OF CONTENTS Filed pursuant to Rule 424(b)(4) Registration No. 333-269894 PROSPECTUS 14,124,409 Shares Atmus Filtration Technologies Inc. Common Stock This is an initial public offering of shares of common stock of Atmus Filtration Technologies Inc. (“Atmus”). All of our shares of common stock are currently held by Cummins Inc. (“Cummins”). In connection with this offering, Cummins will exc |
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| May 23, 2023 |
May 23, 2023 Via EDGAR Submission U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeff Gordon, Erin Donahue Re: Atmus Filtration Technologies Inc. Registration Statement on Form S-1 File No. 333-269894 CIK: 1921963 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amen |
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| May 23, 2023 |
Atmus Filtration Technologies Inc. 26 Century Boulevard Nashville, Tennessee 37214 Atmus Filtration Technologies Inc. 26 Century Boulevard Nashville, Tennessee 37214 May 23, 2023 Via EDGAR Submission U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeff Gordon, Erin Donahue Re: Atmus Filtration Technologies Inc. Registration Statement on Form S-1 File No. 333-269894 CIK: 1921963 L |
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| May 19, 2023 |
Form 8-A (File No. 001-41710) filed with the Commission on May 19, 2023 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ATMUS FILTRATION TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 88-1611079 (I.R.S. Employer Identification No.) |
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| May 16, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Atmus Filtration Technologies Inc. |
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| May 16, 2023 |
Exhibit 1.1 Atmus Filtration Technologies Inc. Common Stock Underwriting Agreement [●], 2023 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC As the representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198 c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 |
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| May 16, 2023 |
Exhibit 1.2 DEBT-FOR-EQUITY EXCHANGE AGREEMENT by and among CUMMINS INC., GOLDMAN SACHS & CO. LLC and J.P. MORGAN SECURITIES LLC Dated as of [●], 2023 DEBT-FOR-EQUITY EXCHANGE AGREEMENT DEBT-FOR-EQUITY EXCHANGE AGREEMENT, dated as of [●], 2023 (this “Agreement”), among Cummins Inc., an Indiana corporation (“Cummins”), Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (collectively, the “Inves |
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| May 16, 2023 |
List of subsidiaries of the Registrant Exhibit 21.1 Atmus Filtration Technologies Inc. Subsidiaries of the Registrant Entity Name Country or State of Organization Cummins Filtration International Corporation, Australia Branch Australia CMI Filtration Belgium BV Belgium Cummins Filtros Ltda. Brazil Cummins Filtration (Shanghai) Co. Ltd. China Shanghai Fleetgaurd Filter Co. Ltd. China Cummins Filtration Trading (Shanghai) Co. Ltd. China |
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| May 16, 2023 |
Exhibit 10.15 Director Name: Date: ATMUS FILTRATION TECHNOLOGIES INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”), dated as of the date set forth above, is by and between Atmus Filtration Technologies Inc., a Delaware corporation (the “Company”) and the director set forth above (the “Indemnitee”). WHEREAS, the Company desires and has requested Indemnitee to serve or cont |
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| May 16, 2023 |
Atmus Filtration Technologies Inc. 26 Century Boulevard Nashville, Tennessee 37214 May 16, 2023 Atmus Filtration Technologies Inc. 26 Century Boulevard Nashville, Tennessee 37214 May 16, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeff Gordon, Erin Donahue Re: Atmus Filtration Technologies Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed March 31, 2023 File No. 333-26 |
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| May 16, 2023 |
Amended and Restated Certificate of Incorporation of Atmus Filtration Technologies Inc. Exhibit 3.1 Amended and RESTATED Certificate OF INCORPORATION OF ATMUS FILTRATION TECHNOLOGIES INC. Atmus Filtration Technologies Inc. (the “Corporation”), existing pursuant to the General Corporation Law of the State of Delaware, as amended (the “Corporation Law”), hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the office of the Secreta |
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| May 16, 2023 |
Form S-1, as amended (File No. 333-269894) TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 16, 2023 Registration No. |
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| March 31, 2023 |
Atmus Filtration Technologies Inc. 26 Century Boulevard Nashville, Tennessee 37214 March 31, 2023 Atmus Filtration Technologies Inc. 26 Century Boulevard Nashville, Tennessee 37214 March 31, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeff Gordon, Erin Donahue Re: Atmus Filtration Technologies Inc. Registration Statement on Form S-1 Filed February 21, 2023 File No. 333-269894 Ladies an |
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| March 31, 2023 |
Exhibit 10.14 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement, dated as of February 15, 2023 (this “Amendment”), is by and among ATMUS FILTRATION TECHNOLOGIES INC., a Delaware corporation (the “Parent Borrower”), CUMMINS FILTRATION INC, an Indiana corporation (the “Opco Borrower”), each Lender, Bank of America, N.A., as Administrative Agent (in such c |
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| March 31, 2023 |
As filed with the Securities and Exchange Commission on March 31, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 31, 2023 Registration No. |
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| March 31, 2023 |
Amended and Restated Certificate of Incorporation of Atmus Filtration Technologies Inc. Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 11:06 AM 02/22/2023 FILED 11:06 AM 02/22/2023 AMENDED AND RESTATED SR 20230630123 - FileNumber 6691967 CERTIFICATE OF INCORPORATION OF ATMUS FILTRATION TECHNOLOGIES INC. Atmus Filtration Technologies Inc. (the “Corporation”), existing pursuant to the General Corporation Law of the State of Delaware, as amended (the |
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| March 31, 2023 |
Exhibit 10.13 EXECUTION VERSION Published Deal CUSIP: 31729XAA0 Published Revolver CUSIP: 31729XAB8 Published Term Loan CUSIP: 31729XAC6 CREDIT AGREEMENT dated as of September 30, 2022 among FILT RED, INC. CUMMINS FILTRATION INC The Other Loan Parties Party Hereto The Lenders Party Hereto BANK OF AMERICA, N.A. as Administrative Agent, a Swingline Lender and an L/C Issuer WELLS FARGO BANK, NATIONAL |
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| March 31, 2023 |
Exhibit 10.11 Atmus Filtration Technologies Inc. 2022 OMNIBuS INCENTIVE PLAN 1. Purpose and Effective Date. (a) Purpose. The Atmus Filtration Technologies Inc. 2022 Omnibus Incentive Plan is designed to attract, retain, focus and motivate executives, other selected employees, directors and consultants and to link the interests of these individuals with the interests |
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| March 31, 2023 |
Exhibit 10.12 ATTORNEY-CLIENT PRIVILEGED (NON-EXECUTABLE DRAFT) Employee Name: Mark J. Osowick Employee WWID: AU126 Date Given to Employee: July 11, 2022 EMPLOYMENT TRANSITION AND RELEASE AGREEMENT This Confidential Employment Transition and Release Agreement (“Agreement”) is entered into between Mark J. Osowick (“Osowick”), Cummins Inc. (“Cummins” or the “Company”) and Cummins Filtration Inc. (“F |
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| March 31, 2023 |
Amended and Restated Bylaws of Atmus Filtration Technologies Inc. Exhibit 3.2 FILT RED, INC. (Delaware) BYLAWS Article I Offices Section 1.1 Registered Office. The corporation shall maintain a registered office and registered agent in the State of Delaware. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors. Section 1.2 Other Offices. The |
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| March 31, 2023 |
List of subsidiaries of the Registrant Exhibit 21.1 Atmus Filtration Technologies Inc. Subsidiaries of the Registrant Entity Name Country or State of Organization Cummins Filtration International Corporation, Australia Branch Australia CMI Filtration Belgium BV Belgium Cummins Filtros Ltda. Brazil Cummins Filtration (Shanghai) Co. Ltd. China Shanghai Fleetgaurd Filter Co. Ltd. China Cummins Filtration Trading (Shanghai) Co. Ltd. China |
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| February 21, 2023 |
Form of Registration Rights Agreement Exhibit 10.7 Form of REGISTRATION RIGHTS AGREEMENT by and between ATMUS FILTRATION TECHNOLOGIES INC. and CUMMINS INC. Dated as of [●], 2023 TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1 Defined Terms 1 Section 1.2 General Interpretive Principles 4 Article II REGISTRATION RIGHTS 5 Section 2.1 Registration 5 Section 2.2 Piggyback Registrations 7 Section 2.3 Selection of Underwriter(s), Etc. |
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| February 21, 2023 |
Exhibit 10.3 Form of TAX MATTERS AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC. Dated as of [●], 2023 TABLE OF CONTENTS Article I DEFINITIONS 2 Section 1.1 General 2 Article II PAYMENTS AND TAX REFUNDS 8 Section 2.1 U.S. Federal Income Tax Relating to Joint Returns 8 Section 2.2 U.S. Federal Income Tax Relating to Separate Returns 9 Section 2.3 U.S. State Tax Relati |
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| February 21, 2023 |
Form of First-Fit Supply Agreement Exhibit 10.5 Form of FILTRATION FIRST-FIT SUPPLY AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of [●], 2023 TABLE OF CONTENTS Section Title 1. Purpose 2. Definitions 3. Products 4. Term 5. Pricing, New Product Production 6. Payment and Title Transfer 7. Tooling and Equipment 8. Branding, Packaging and Invoice Documentation 9. Shipping and Delivery 10. Engin |
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| February 21, 2023 |
Exhibit 10.1 Form of SEPARATION AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of [●], 2023 TABLE OF CONTENTS Article I DEFINITIONS AND INTERPRETATION 2 Section 1.1 General 2 Section 1.2 References; Interpretation 22 Article II THE SEPARATION 23 Section 2.1 General 23 Section 2.2 Internal Reorganization; Transfer of Assets; Assumption of Liabilities 23 Secti |
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| February 21, 2023 |
EX-FILING FEES 12 tm2211801d7ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Atmus Filtration Technologies Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Pri |
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| February 21, 2023 |
Form of Transitional Trademark License Agreement Exhibit 10.8 TRANSITIONAL TRADEMARK LICENSE AGREEMENT This TransitionAL Trademark License Agreement (this “Agreement”), dated as of [●], (the “Effective Date”), is made and entered into by and between Cummins Inc., an Indiana corporation (“Cummins” or “Licensor”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration” or “Licensee”). “Party” or “Parties” means Cummins or Filt |
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| February 21, 2023 |
Power of Attorney (included on signature page to the registration statement) TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 21, 2023 Registration No. |
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| February 21, 2023 |
Form of Transition Services Agreement Exhibit 10.2 Form of TRANSITION SERVICES AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC. Dated as of [●], 2023 TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Article II SERVICES, ACCESS TO FACILITIES AND DURATION 2 Section 2.1 Services 2 Section 2.2 Access 3 Section 2.3 Duration of Services and Access to Facilities 4 Section 2.4 Additiona |
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| February 21, 2023 |
Form of Aftermarket Supply Agreement EX-10.6 7 tm2211801d7ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 Form of FILTRATION AFTERMARKET SUPPLY AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of [●], 2023 TABLE OF CONTENTS Section Title 1. Purpose 2. Definitions 3. Products 4. Term 5. Pricing 6. Payment and Title Transfer 7. Tooling and Equipment 8. Branding, Packaging and Invoice Documentation 9. Shipping |
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| February 21, 2023 |
Form of Employee Matters Agreement Exhibit 10.4 Form of EMPLOYEE MATTERS AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC. Dated as of [●], 2023 TABLE OF CONTENTS Article I DEFINITIONS AND INTERPRETATION 1 Section 1.1 General 1 Section 1.2 References; Interpretation 6 Article II GENERAL PRINCIPLES 6 Section 2.1 Nature of Liabilities 6 Section 2.2 Transfers of Employees Generally 7 Section 2.3 Assumption a |
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| February 21, 2023 |
Form of Intellectual Property License Agreement Exhibit 10.9 intellectual property LICENSE AGREEMENT This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of [●], 2023 (the “Effective Date”), is entered into by and between Cummins Inc. (“Cummins”), an Indiana corporation, and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration”). “Party” or “Parties” means Cummins or Filtration, individually or collective |
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| February 21, 2023 |
Atmus Filtration Technologies Inc. (formerly known as FILT Red, Inc.) 26 Century Boulevard Nashville, Tennessee 37214 February 21, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeff Gordon, Erin Donahue Re: Atmus Filtration Technologies Inc. (formerly known as FILT Red, Inc.) Registration St |
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| July 26, 2022 |
DRS/A 1 filename1.htm TABLE OF CONTENTS FILT Red, Inc. has requested confidential treatment of this Registration Statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. As confidentially submitted to the Securities and Exchange Commission on July 25, 2022 as Amendment No. 2 to the draft registration statement submitted on April 21, 2022. This Amendmen |
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| July 25, 2022 |
FILT Red, Inc. 26 Century Boulevard Nashville, Tennessee 37214 July 25, 2022 FILT Red, Inc. 26 Century Boulevard Nashville, Tennessee 37214 July 25, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeff Gordon, Erin Donahue Re: FILT Red, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Filed June 7, 2022 CIK No. 0001921963 FILT Red, Inc. Ladies |
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| June 7, 2022 |
DRS/A 1 filename1.htm TABLE OF CONTENTS FILT Red, Inc. has requested confidential treatment of this Registration Statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. As confidentially submitted to the Securities and Exchange Commission on June 7, 2022 as Amendment No. 1 to the draft registration statement submitted on April 21, 2022. This Amendment |
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| June 6, 2022 |
FILT Red, Inc. 26 Century Boulevard Nashville, Tennessee 37214 June 7, 2022 FILT Red, Inc. 26 Century Boulevard Nashville, Tennessee 37214 June 7, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeff Gordon, Erin Donahue Re: FILT Red, Inc. Draft Registration Statement on Form S-1 Filed April 21, 2022 CIK No. 0001921963 FILT Red, Inc. Ladies and Gentlemen: Th |
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| April 21, 2022 |
DRS 1 filename1.htm TABLE OF CONTENTS FILT Red, Inc. has requested confidential treatment of this Registration Statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. As confidentially submitted to the Securities and Exchange Commission on April 21, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Co |
