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 ~~the~~ earliest event reported): ~~May~~ June 132, 2025

CUMMINS INC.

(Exact name of registrant as specified in its charter)

Indiana	1-4949	35-0257090	~~1-4949~~	~~35-0257090~~
(State or other Jurisdiction ofIncorporation)			(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 Jackson Street

P. O. Box 3005

Columbus, Indiana 47202-3005

(Address of ~~Principal~~principal ~~Executive Offices~~executive offices) (Zip Code)

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

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

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

~~Trading symbol(s)~~

~~Name of each exchange on which registered~~

Common stock, $2.50 par value

CMI

New York Stock Exchange

~~CMI~~

~~New York Stock Exchange~~

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

Emerging growth company ☐ ¨

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

Item 51.~~07. Submission~~01 ofEntry ~~Matters~~into to a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On June ~~May 13~~2, 2025, atCummins Inc. (the ~~2025~~“Company”) ~~annual~~entered ~~meeting~~into ofa ~~shareholders~~Third Amended and Restated Credit Agreement (the “~~Annual~~5-Year ~~Meeting~~Credit Agreement”) by and among the Company, certain of ~~Cummins~~its ~~Inc~~subsidiaries (together with the Company, the “Borrowers”), the lenders named therein (the “5-Year Lenders”) and JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent. Under the 5-Year Credit Agreement, which will mature on June 2, 2030 (the “~~Company~~5-Year Maturity Date”), the Borrowers may obtain revolving and swingline loans and letters of credit, in each case subject to certain amount limitations, in an amount up to $2.0 billion in the aggregate outstanding at any time prior to the 5-Year Maturity Date. The 5-Year Credit Agreement amends and restates in its entirety that certain Second Amended and Restated Credit Agreement, dated as of June 3, 2024, by and among the Company’s, ~~shareholders~~certain ~~voted~~subsidiaries onreferred to therein, the ~~following~~lenders ~~proposals:~~party thereto and JPMorgan, as administrative agent.

~~•The~~On June ~~election~~2, of2025, ~~eleven~~the ~~directors~~Company ~~for~~also entered into a ~~one~~3-~~year~~Year ~~term~~Credit Agreement (the “3-Year Credit Agreement” and, together with the 5-Year Credit Agreement, the “Credit Agreements”) by and among the Company, the other Borrowers party thereto, the lenders named therein (the “3-Year Lenders” and, together with the 5-Year Lenders, the “Lenders”) and JPMorgan, as administrative agent. Under the 3-Year Credit Agreement, which will mature on June 2, 2028 (the “3-Year Maturity Date”), the Borrowers may obtain revolving and swingline loans and letters of credit, in each case subject to ~~expire~~certain amount limitations, in an amount up to $2.0 billion in the aggregate outstanding at any time prior to the ~~Company’s~~3-Year ~~2026~~Maturity ~~annual~~Date. ~~meeting~~The 3-Year Credit Agreement replaces in its entirety that certain Sixth Amended and Restated 364-Day Credit Agreement, dated as of ~~shareholders;~~June 3, 2024, by and among the Company, certain subsidiaries referred to therein, the lenders party thereto and JPMorgan, as administrative agent, which expired in accordance with its terms on June 2, 2025.

~~•An~~The borrowings ~~advisory~~under ~~vote~~the onCredit ~~the~~Agreements ~~compensation~~will not be secured with liens on any of the Company’s ~~named~~or ~~executive~~its ~~officers;~~subsidiaries’ assets. The Company will guarantee all borrowings by the subsidiary Borrowers under the Credit Agreements.

•The Company ~~ratification~~may offrom time to time request (a) incremental term loans and/or increase the ~~appointment~~maximum availability under the 5-Year Credit Agreement by up to $1.0 billion and (b) incremental term loans and/or increase the maximum availability under the 3-Year Credit Agreement by up to $1.0 billion, in each case, if certain conditions are satisfied, including (i) the absence of ~~PricewaterhouseCoopers~~any ~~LLP~~default asor event of default under the applicable Credit Agreement, and (ii) the Company’s ~~auditors~~obtaining ~~for~~the ~~2025;~~consent of the Lenders participating in each such increase.

•Borrowings under the Credit Agreements will bear interest at varying rates, depending on the type of loan and, in some cases, the rates of designated benchmarks and the applicable Borrower’s election. For all borrowings under the Credit Agreements, the applicable Borrower may choose among the following interest rates: (i) solely in the case of U.S. dollar-denominated loans, an interest rate (the “Alternate Base Rate”) equal to the highest of (1) the prime rate in effect from time to time, (2) the greater of (A) the ~~shareholder~~federal funds ~~proposal~~effective ~~regarding~~rate in effect from time to time and (B) the overnight bank funding rate in effect from time to time, in each case plus 0.5% and (3) the Term SOFR Rate for a one month interest period plus 1.00%; (ii) an ~~independent~~interest ~~board~~rate ~~chairman~~equal to (1) solely in the case of U.S. dollar-denominated term benchmark loans, the Term SOFR Rate or (2) solely in the case of euro-denominated term benchmark loans, the Adjusted EURIBO Rate, as applicable, in each case for the applicable interest period plus a rate ranging from 0.50% to 1.00% under each Credit Agreement, depending on the credit rating of the Company’s senior unsecured long-term debt (the “Applicable Rate”); (iii) solely in the case of pound sterling- or U.S. dollar-denominated loans, the Adjusted Daily Simple RFR plus the Applicable Rate; or (iv) solely in the case of swingline loans, an interest rate equal to (1) solely in the case of U.S. dollar-denominated swingline loans, the Alternate Base Rate, (2) solely in the case of euro-denominated swingline loans, Daily Simple ESTR plus the Applicable Rate, (3) solely in the case of pound sterling-denominated swingline loans, Daily Simple SONIA plus the Applicable Rate, or (4) another rate agreed to by the applicable Lender and the applicable Borrower. Currently, the Company’s senior unsecured long-term debt is rated A2 by Moody’s Investors Service, Inc. and A by Standard & Poor’s Financial Services LLC, which would result in an Applicable Rate of 0.75% under each Credit Agreement, in each case for purposes of (ii)-(iv) above as applicable. Credit ratings are not recommendations to buy and are subject to change, and each rating should be evaluated independently of any other rating. In addition, the Company undertakes no obligation to update disclosures concerning its credit ratings, whether as a result of new information, future events or otherwise.

AsThe Credit ofAgreements ~~the~~contain ~~March~~customary ~~14,~~events ~~2025~~of ~~record~~default ~~date~~and ~~for~~financial ~~the~~and ~~determination~~other ofcovenants, ~~shareholders~~including ~~entitled~~a tofinancial ~~notice~~covenant ~~of,~~requiring ~~and~~that the toratio ~~vote~~of ~~at,~~ the ~~Annual~~consolidated ~~Meeting,~~net ~~137,742,580~~debt ~~shares~~ of ~~Common~~the ~~Stock~~Company ~~were outstanding~~ and ~~entitled~~its tosubsidiaries ~~vote, each entitled~~ to ~~one~~the ~~vote~~consolidated ~~per~~total ~~share. Approximately~~capital ~~85.7%~~ of ~~all~~the ~~shares~~Company ~~of Common Stock outstanding~~ and ~~entitled~~its tosubsidiaries as ~~vote~~of ~~were~~the ~~represented~~last atday ~~the~~of ~~Annual~~each ~~Meeting~~fiscal inquarter ~~person~~not orbe bygreater ~~proxy~~than 0.65:1.

The description ~~following~~of ~~are~~the Credit Agreements set forth above is qualified by reference to the ~~final~~3-Year ~~votes~~Credit onAgreement and the ~~matters~~5-Year ~~presented~~Credit ~~for~~Agreement, as ~~shareholder~~applicable, ~~approval~~filed atherewith ~~the~~as ~~Annual~~Exhibits ~~Meeting~~10.1 and 10.2, respectively, and incorporated herein by reference.

~~1.Election of Eleven Directors for a One-Year Term to Expire at the Company’s 2026 Annual Meeting of Shareholders~~2

Name	For	Against	Abstain	BrokerNon-Votes
Jennifer W. Rumsey	96,388,835	7,421,456	449,346	13,747,219
Gary L. Belske	102,343,526	1,762,253	153,858	13,747,219
Robert J. Bernhard	96,717,926	7,391,695	150,016	13,747,219
Bruno V. Di Leo Allen	102,548,599	1,484,114	226,924	13,747,219
Daniel W. Fisher	103,198,254	896,620	164,763	13,747,219
Carla A. Harris	97,892,478	6,142,431	224,728	13,747,219
Thomas J. Lynch	100,538,891	3,560,171	160,575	13,747,219
William I. Miller	95,762,530	8,335,449	161,658	13,747,219
Kimberly A. Nelson	102,807,838	1,226,054	225,745	13,747,219
Karen H. Quintos	102,766,410	1,340,318	152,909	13,747,219
John H. Stone	103,213,831	887,599	158,207	13,747,219

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~2.Advisory~~The ~~Vote~~information onincluded ~~the~~in ~~Compensation~~Item of1.01 ~~the~~above ~~Company’s~~is incorporated ~~Named~~herein ~~Executive~~by ~~Officers~~reference.

For						Against						Abstain						Broker Non-Votes
94,961,361						8,824,274						474,002						13,747,219

Item 9.01

Financial Statements and Exhibits.

3(d) Exhibits.~~Ratification~~ The ofexhibits listed in the ~~Appointment~~Exhibit ofIndex ~~PricewaterhouseCoopers~~below ~~LLP~~are filed as ~~the~~part ~~Company’s~~of ~~Auditors~~this ~~for 2025~~report.

For						Against						Abstain						Broker Non-Votes
109,748,618						8,089,270						168,968						—

Exhibit Index

4.Shareholder Proposal Regarding an Independent Board Chairman

Exhibit Number		Description

10.1		Third Amended and Restated Credit Agreement, dated as of June 2, 2025, by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.2		3-Year Credit Agreement, dated as of June 2, 2025, by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
104		Cover Page Interactive Data File (the cover page Interactive Data File is embedded within the Inline XBRL document).

For						Against						Abstain						Broker Non-Votes
43,023,230						60,921,624						314,783						13,747,219

SIGNATURE

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

Date: ~~May~~ 15June 2, 2025 CUMMINS INC. /s/ Luther E. Peters Luther E. Peters Vice President-Controller (Principal Accounting Officer)

CUMMINS INC. /s/ NICOLE Y. LAMB-HALE Nicole Y. Lamb-HaleVice President, Chief Legal Officer & Corporate Secretary

Filing Compare · CUMMINS INC