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Atmus Filtration Technologies Inc. (ATMU)

CIK: 0001921963. SIC: 3714 Motor Vehicle Parts & Accessories. Latest 10-K as of: 2026-02-13.

SIC breadcrumb: Manufacturing > Transportation Equipment > SIC 3714 Motor Vehicle Parts & Accessories

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1921963. Latest filing source: 0001921963-26-000015.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue1,764,300,000USD20252026-02-13
Net income207,400,000USD20252026-02-13
Assets1,350,700,000USD20252026-02-13

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-13. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001921963.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric202020212022202320242025
Revenue1,438,800,0001,562,100,0001,628,100,0001,669,600,0001,764,300,000
Net income170,100,000170,400,000171,300,000185,600,000207,400,000
Operating income213,500,000203,900,000248,400,000266,200,000299,000,000
Gross profit349,300,000359,200,000432,700,000462,100,000498,300,000
Diluted EPS2.042.052.052.222.50
Assets867,400,0001,088,600,0001,190,300,0001,350,700,000
Liabilities411,800,0001,007,900,000962,900,000972,200,000
Stockholders' equity445,300,000427,600,000455,600,00080,700,000227,400,000378,500,000
Cash and cash equivalents0.00168,000,000184,300,000236,400,000
Net margin11.82%10.91%10.52%11.12%11.76%
Operating margin14.84%13.05%15.26%15.94%16.95%

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001921963.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2023-Q22023-06-30413,600,00046,200,0000.55reported discrete quarter
2023-Q32023-09-30396,200,00037,600,0000.45reported discrete quarter
2023-Q42023-12-31399,700,00034,800,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-31426,600,00045,500,0000.54reported discrete quarter
2024-Q22024-06-30432,600,00056,200,0000.67reported discrete quarter
2024-Q32024-09-30403,700,00043,800,0000.52reported discrete quarter
2024-Q42024-12-31406,700,00040,100,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31416,500,00044,700,0000.54reported discrete quarter
2025-Q22025-06-30453,500,00059,900,0000.72reported discrete quarter
2025-Q32025-09-30447,700,00054,800,0000.66reported discrete quarter
2025-Q42025-12-31446,600,00048,000,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31477,500,00048,400,0000.59reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001921963-26-000042.

Low-confidence quarantine: Item 2 boundaries were not detected after HTML sanitization. Confidence: low. Filing date: 2026-05-01. Report date: 2026-03-31.

10-Q MD&A text quarantined because Item 2 boundaries were low-confidence. No quarterly filing narrative is emitted for this company until the parser is reviewed.

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-13. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The discussion and analysis presented below provides information which management believes is relevant to an assessment and understanding of Atmus Filtration Technologies Inc. (the “Company,” “Atmus,” “we,” “our” and “us”) consolidated results of operations and financial condition. The discussion should be read in conjunction with Atmus’ consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described under the heading “Risk Factors.” Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to

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“Atmus” is intended to mean the business and operations of Atmus Filtration Technologies Inc. and its consolidated subsidiaries.

The following is the discussion and analysis of changes in the financial condition and results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. A discussion of the changes in the financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 can be found in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 21, 2025.

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including, without limitation, those that are based on current expectations, estimates and projections about the industries in which we operate and management’s views, plans, objectives, projections, beliefs and assumptions. Forward-looking statements may be identified by the use of words such as “anticipates,” “expects,” “forecasts,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “could,” “should,” “may” or words of similar meaning. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, discussions of future operations, impact of planned acquisitions and dispositions, our strategy for growth, product development activities, regulatory approvals, market position, expenditures and the effects of the Separation and IPO (each as defined in Note 1, Description of the Business, to our Consolidated Financial Statements included herein). These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which we refer to as “future factors,” which are difficult to predict. If the underlying assumptions prove correct, or known or unknown risks or uncertainties materialize, our actual outcomes, results and financial condition may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Risks and uncertainties include, but are not limited to:

•Significant customer concentration among Cummins, PACCAR, and the Traton Group;

•The loss of a top OEM relationship or changes in the preferences of Atmus' aftermarket end-users;

• Deriving significant earnings from investees that Atmus does not directly control;

•Significant competition in the markets Atmus serves;

•Ability to attract and retain qualified personnel;

•Strategic transactions, such as acquisitions, divestitures, and joint ventures;

•Management of productivity improvements;

•Work stoppages and other labor matters;

•Variability in material and commodity costs;

•Interruptions in the supply of critical materials and components;

•Complexity of supply chain and manufacturing;

•Atmus’ customers operating in cyclical industries and the current economic conditions in these industries;

•Exposure to potential claims related to warranties and claims for support outside of standard warranty obligations;

•Products being subject to recall for performance or safety-related issues;

•Inability or failure to adequately protect and enforce Atmus’ intellectual property rights and the cost of protecting or enforcing Atmus' intellectual property rights;

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•Sales of counterfeit versions of products, as well as unauthorized sales of products;

•Statutory and regulatory requirements that can significantly increase costs;

•Changes in international, national and regional trade laws, regulations and policies affecting international trade;

•Unanticipated changes in Atmus' effective tax rate, the adoption of new tax legislation or exposure to additional income tax liabilities, as well as audits by tax authorities resulting in additional tax payments for prior periods;

•Significant compliance costs and reputational and legal risks imposed by Atmus' global operations and the laws and regulations to which these are subject;

•Effects of climate change may cause Atmus to incur increased costs;

•Operations being subject to increasingly stringent environmental laws and regulations as well as to laws requiring cleanup of contaminated property;

•Potential system or data security breaches or other disruptions;

•Foreign currency exchange rate;

•Potential economic downturns that could cause the balances of recorded goodwill to decrease;

•Increased tariffs or the imposition of other barriers to international trade;

•Political, economic, and social uncertainty in geographies where Atmus has significant operations or large offerings of products;

•Potential failure of performance by Atmus or Cummins under transaction agreements executed as part of the IPO;

•Terms from unaffiliated third parties may have been better than what Atmus received in agreements with Cummins;

•Changes in capital and credit markets;

•Substantial indebtedness consisting of Atmus’ term loan and revolving credit facility, which may impact Atmus' ability to service all its indebtedness and react to changes in the industry; and

•Substantially all Atmus' assets pledged as security for its term loan and revolving credit facility.

Additional information about these future factors and the material factors or assumptions underlying such forward-looking statements may be found under the section entitled Risk Factors in this Annual Report on Form 10-K. It is not possible to predict or identify all such factors, and the risks described above should not be considered a complete statement of all potential risks and uncertainties. Readers are urged to consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements made herein are made only as of the date hereof and we undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

General Overview

Company Overview

We are one of the global leaders of filtration products for on-highway commercial vehicles and off-highway agriculture, construction, mining and power generation vehicles and equipment. We design and manufacture advanced filtration products, principally under the Fleetguard brand, that provide superior asset protection and enable lower emissions. We estimate that approximately 14% of our net sales in 2025 were generated through first-fit sales to OEMs, where our products are installed as components for new vehicles and equipment. We estimate that approximately 86% of our net sales in 2025 were generated in the aftermarket, where our

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products are installed as replacement or repair parts, leading to a strong recurring revenue base. Building on our more than 65-year history, we continue to grow and differentiate ourselves through our global footprint, comprehensive offering of premium products, technology leadership and multi-channel path to market.

Separation from Cummins

In April 2022, Cummins Inc. (“Cummins”) announced its intention to separate its filtration business (the “Filtration Business”) into a standalone publicly traded company (the “Separation”). We were incorporated in Delaware on April 1, 2022, as a wholly-owned subsidiary of Cummins, in anticipation of the Separation, and prior to the completion of our initial public offering (the “IPO”), Cummins completed, in all material respects, the transfer of the assets and liabilities of the Filtration Business to us and our subsidiaries.

Our Registration Statement on Form S-1, as amended, filed on May 16, 2023, was declared effective on May 25, 2023, and our common shares began trading on the New York Stock Exchange under the symbol “ATMU” on May 26, 2023. On May 30, 2023, the IPO was completed through Cummins’ exchange of 16,243,070 shares of our common stock, including the underwriters’ full exercise of their option to purchase 2,118,661 shares to cover over-allotments. None of the proceeds of the IPO were for the benefit of Atmus. As of the closing of the IPO, Cummins owned approximately 80.5% of the outstanding shares of our common stock.

On September 30, 2022, and as amended on February 15, 2023, Atmus entered into a $1.0 billion credit agreement (“Credit Agreement”) with a syndicate of banks, providing for a $600 million term loan facility (the “term loan”) and a $400 million revolving credit facility (the “revolving credit facility”), in anticipation of the Separation. Borrowings under the Credit Agreement did not become available until the IPO occurred. Upon completion of the IPO, we borrowed $650 million, consisting of proceeds of the term loan and amounts drawn under the revolving credit facility, and paid such amounts to Cummins in partial consideration for the Separation.

In connection with the Separation, we entered into various agreements with Cummins, including a separation agreement. In the separation agreement, there were certain assets and liabilities identified in the schedules which were retained by Cummins, and those that were transferred to the Company. These agreements comprehensively provide a framework for our relationship with Cummins and govern various interim and ongoing relationships between us and Cummins post IPO.

On February 14, 2024, Cummins announced an exchange offer whereby Cummins shareholders could exchange all or a portion of Cummins common stock for shares of Atmus common stock owned by Cummins. The divestiture of Atmus shares by Cummins was completed on March 18, 2024 and resulted in the full separation of Atmus and divestitures of Cummins’ entire ownership and voting interest in Atmus (“Full Separation”).

Following full separation, Cummins continued to provide certain services to Atmus under the transition services agreement. The transition services agreement related primarily to administrative services for which Atmus paid Cummins mutually agreed upon fees. These services were provided through and ended in September 2025.

Basis of Presentation

For the periods prior to the IPO, the discussion below relates to the financial position and results of operations of a combination of entities under common control that have been “carved out” of Cummins’ historical consolidated financial statements and accounting records. The historical combined financial statements reflect our historical financial position, results of operations and cash flows, in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Refer to Note 2, Basis of Presentation, to the Consolidated Financial Statements included elsewhere in this report for additional information.

For the period subsequent to our IPO on May 26, 2023, as a standalone public company, we present our financial statements on a consolidated basis. The Consolidated Financial Statements have been prepared in conformity with U.S. GAAP.

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Factors Affecting Our Performance

Our financial performance depends, in large part, on varying conditions in the markets we serve. Demand in these markets tends to fluctuate in response to overall economic conditions. Our revenues may also be impacted by OEM inventory levels, production schedules, commodity prices, work stoppages and supply chain challenges. Economic downturns in markets we serve generally result in reduced sales of our products and can result in price reductions in certain products and/or markets. As a worldwide business, our operations are also affected by currency exchange rate changes, political and economic uncertainty, public health crises (epidemics or pandemics) and regulatory matters, including adoption and enforcement of environmental and emission standards in the countries we serve. Some of the more important factors affecting our performance are briefly discussed below.

Market demand

Aftermarket demand remained soft throughout 2025. We continue to be in a period of slow growth in global aftermarkets, and this trend is expected to continue into 2026. First-fit experienced reduced demand in 2025 reflecting depressed market conditions. First-fit demand is expected to remain at reduced levels in 2026 based on overall market cyclicality.

Global supply chain

Overall supply chain conditions remained largely stable during 2025 with minimal disruptions being experienced. Logistics costs increased during 2025, primarily due to the transition to a standalone distribution network as part of the Separation and the impact of tariffs. Our management team continues to monitor and evaluate all of these factors and the related impacts of our business and operations, and we are diligently working to continue to minimize any supply chain impacts to our business and to our customers.

Commodity prices, labor, inflation and foreign currency exchange rates

We have experienced general variability in direct material costs during 2025. While the costs of our principal materials fluctuate, generally we believe there will continue to be an adequate supply of the materials we use and they will remain available.

Labor and people related costs have remained stable with increases primarily driven by annual merit and variable compensation programs.

Additionally, the appreciation of the U.S. dollar against foreign currencies has had an unfavorable impact on our consolidated results of operations in 2025. There can be no assurances as to the impact of foreign currency exchange rates on our results in 2026.

Standalone costs

We have incurred additional costs associated with becoming a standalone public company. During the year ended December 31, 2025, we incurred approximately $15.5 million related to one-time separation costs including $11.2 million within Cost of Sales and $4.3 million within Selling, general and administrative expenses. In addition, we have incurred capital expenditures in connection with the Separation of approximately $9.5 million. These expenses and capital expenditures primarily relate to the establishment of functions previously co-mingled with Cummins, such as information technologies, distribution centers, manufacturing and human resources. The one-time costs incurred during the year ended December 31, 2025, were primarily associated with establishing our own distribution network and our technology transformation and modernization project. The transition services agreement under which Cummins had continued to provide certain services related primarily to administrative services ended in September 2025. With the conclusion of this agreement, we do not expect to incur any additional one-time expenses or capital expenditures in future periods in connection with becoming a standalone public company.

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Results of Operations

Operating results were as follows (in millions, except per share amounts):

Years Ended December 31,

Favorable

(Unfavorable)

2025 vs. 2024

Favorable

(Unfavorable)

2024 vs. 2023

2025

2024

2023

Amount

%

Amount

%

NET SALES

$

1,764.3 

$

1,669.6 

$

1,628.1 

$

94.7 

5.7 

%

$

41.5 

2.5 

%

Cost of sales

1,266.0 

1,207.5 

1,195.4 

(58.5)

(4.8)

%

(12.1)

(1.0)

%

GROSS MARGIN

498.3 

462.1 

432.7 

36.2 

7.8 

%

29.4 

6.8 

%

OPERATING EXPENSES AND INCOME

Selling, general and administrative expenses

184.3 

187.6 

174.7 

3.3 

1.8 

%

(12.9)

(7.4)

%

Research, development and engineering expenses

40.7 

40.6 

42.5 

(0.1)

(0.2)

%

1.9 

4.5 

%

Equity, royalty and interest income from investees

33.8 

34.3 

33.6 

(0.5)

(1.5)

%

0.7 

2.1 

%

Other operating expense, net

8.1 

2.0 

0.7 

(6.1)

(305.0)

%

(1.3)

(185.7)

%

OPERATING INCOME

299.0 

266.2 

248.4 

32.8 

12.3 

%

17.8 

7.2 

%

Interest expense

33.4 

40.6 

25.8 

7.2 

17.7 

%

(14.8)

(57.4)

%

Other income, net

0.6 

9.2 

3.8 

(8.6)

(93.5)

%

5.4 

142.1 

%

INCOME BEFORE INCOME TAXES

266.2 

234.8 

226.4 

31.4 

13.4 

%

8.4 

3.7 

%

Income tax expense

58.8 

49.2 

55.1 

(9.6)

(19.5)

%

5.9 

10.7 

%

NET INCOME

$

207.4 

$

185.6 

$

171.3 

$

21.8 

11.7 

%

$

14.3 

8.3 

%

PER SHARE DATA:

Basic earnings per share

$

2.52 

$

2.23 

$

2.06 

$

0.29 

13.0 

%

$

0.17 

8.3 

%

Diluted earnings per share

$

2.50 

$

2.22 

$

2.05 

$

0.28 

12.6 

%

$

0.17 

8.3 

%

Years Ended December 31,

Favorable

(Unfavorable)

2025 vs. 2024

Favorable

(Unfavorable)

2024 vs. 2023

Percent of Net sales

2025

2024

2023

Percentage Points

Percentage Points

Gross margin

28.2 

%

27.7 

%

26.6 

%

0.5 

%

1.1 

%

Selling, general and administrative expenses

10.4 

%

11.2 

%

10.7 

%

0.8 

%

(0.5)

%

Research, development and engineering expenses

2.3 

%

2.4 

%

2.6 

%

0.1 

%

0.2 

%

2025 vs. 2024

Net sales

Net sales were $1,764.3 million for the year ended December 31, 2025, an increase of $94.7 million compared to $1,669.6 million for the year ended December 31, 2024. The increase in Net sales was mainly due to higher volumes of $51.9 million and favorable pricing impacts of $50.0 million, partially offset by unfavorable impacts of currency of $7.3 million. The favorable impact from pricing is primarily driven by normal pricing initiatives and select increases as a result of tariffs.

Gross margin

Gross margin was $498.3 million for the year ended December 31, 2025, an increase of $36.2 million compared to $462.1 million for the year ended December 31, 2024. The increase in Gross margin was mainly due to favorable pricing of $50.0 million as described above, favorable volumes of $21.0 million, a $7.7 million decrease in manufacturing and other costs and a $0.9 million reduction in one-time restructuring and separation costs, partially offset by unfavorable logistics and duties costs of $36.2 million, $5.8 million in unfavorable currency impacts and a $1.4 million increase in warranty costs. Gross margin as

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a percentage of Net sales was 28.2%, an increase of 0.5 percentage points compared to 27.7%. The increase in Gross margin as a percentage of Net sales was primarily due to the items noted above.

Selling, general and administrative expenses

Selling, general and administrative expenses were $184.3 million for the year ended December 31, 2025, a decrease of $3.3 million compared to $187.6 million for the year ended December 31, 2024. The decrease was primarily driven by lower one-time separation and restructuring costs of $11.6 million, partially offset by increased people-related and consulting expenses and an increase in amortization of internal-use software. Selling, general and administrative expenses as a percentage of Net sales were 10.4% for the year ended December 31, 2025, a decrease of 0.8 percentage points compared to 11.2% for the year ended December 31, 2024. The decrease in Selling, general and administrative expenses as a percentage of Net sales was primarily driven by the items noted above.

Research, development and engineering expenses

Research, development and engineering expense was generally consistent for the year ended December 31, 2025 compared the year ended December 31, 2024.

Equity, royalty and interest income from investees

Equity, royalty and interest income from investees was generally consistent for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Other operating expense, net

Other operating expense, net was $8.1 million for the year ended December 31, 2025, an increase of $6.1 million compared to $2.0 million for the year ended December 31, 2024. The increase was primarily due to long-lived asset impairment charges on idled machinery, equipment and fixtures.

Interest expense

Interest expense was $33.4 million for the year ended December 31, 2025, a decrease of $7.2 million compared to $40.6 million for the year ended December 31, 2024. The decrease in interest expense was primarily driven by a reduction to the interest rate on our borrowing and lower outstanding borrowings on our Credit Agreement as principal payments were made.

Other income, net

Other income, net was $0.6 million for the year ended December 31, 2025, a decrease of $8.6 million compared to $9.2 million for the year ended December 31, 2024. The decrease in Other income, net was due to an increase in the net loss on foreign exchange rate hedging which offset interest income that remained stable between the comparable periods.

Income tax expense

Our effective tax rate for the year ended December 31, 2025 was 22.1%, an increase of 1.1 percentage points compared to 21.0% for the year ended December 31, 2024. The increase in the effective tax rate was driven by unfavorable changes in the mix of earnings and lower U.S. credits and incentives following cash tax planning around recent U.S. tax law changes, partially offset by a valuation allowance release on foreign deferred tax assets. Our effective tax rate differs from the U.S. statutory rate primarily due to differences in rates applicable to foreign subsidiaries, withholding taxes and state income taxes.

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Liquidity and Capital Resources

Our facilities under the Credit Agreement provide for $1.0 billion in total capacity, which includes a $600 million term loan and a $400 million revolving credit facility. As of December 31, 2025, we have outstanding borrowings of $570.0 million on the term loan and zero on the revolving credit facility. As a result, we had capacity under our revolving credit facility of $400 million as of December 31, 2025. Subsequent to current year end, on January 7, 2026, the Company entered into an Amended and Restated Credit Agreement which provided for a term loan facility of $1.0 billion and $500 million revolving credit facility, both of which mature on January 7, 2031. The term loan facility was drawn on fully for the amount of $1.0 billion with proceeds used to refinance the outstanding term loan facility and to finance in part the acquisition of Koch Filter Corporation. Refer to Note 21, Subsequent Events, to the Consolidated Financial Statements for more information.

We believe that cash from operations and the facilities under our Credit Agreement will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures and future payments of our contractual, tax and benefit plan obligations and payments for share repurchases and quarterly dividends in both the short and long term. Overall, we do not expect negative effects to our funding sources that would have a material effect on our liquidity. However, if a serious economic or credit market crisis ensues or other adverse developments arise, it could have a material adverse effect on our liquidity, financial condition, results of operations and cash flows.

Our most significant ongoing short-term cash requirements relate primarily to funding operations (including expenditures for raw materials, labor, manufacturing and distribution, trade and promotions, advertising and marketing, tax liabilities, benefit plan obligations and lease expenses) as well as periodic expenditures for anticipated capital investments, shareholder returns (such as dividend payments and share repurchases), interest payments on our long-term debt and supporting any future acquisitions.

Long-term cash requirements primarily relate to funding long-term debt repayments and our long-term benefit plan obligations.

Cash Flow

Our management reviews our liquidity needs in determining any and all indebtedness options. We have the ability to access the capital markets following the IPO, and we continue to generate substantial cash from operating activities and believe that our operating cash flow and other sources of liquidity will be sufficient to allow us to manage our business and give us flexibility to meet our short- and long-term financial commitments. Our cash flow activity is noted below:

For the Years Ended December 31,

2025

2024

2023

(in millions)

Net cash provided by operating activities

$

202.7 

$

105.4 

$

189.0 

Net cash used in investing activities

(53.9)

(48.6)

(45.8)

Net cash (used in) provided by financing activities

(101.7)

(35.8)

24.8 

Operating Cash Flow

Net cash provided by operating activities was $202.7 million for the year ended December 31, 2025, an increase of $97.3 million compared to Net cash provided by operating activities of $105.4 million for the year ended December 31, 2024. The increase was driven primarily by a favorable change in working capital requirements of $40.1 million, a favorable change in deferred taxes of $26.4 million and higher net income of $21.8 million. During the year ended December 31, 2025, higher working capital requirements resulted in a cash outflow of $63.2 million compared to a cash outflow of $103.3 million for the year ended December 31, 2024, mainly due to higher trade accounts payable and lower prepaids, partially offset by higher trade and other receivables including VAT receivables.

Dividends received from our unconsolidated equity investees were $21.0 million, $25.5 million and $19.8 million for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively. Dividends are included in Net cash provided by operating activities.

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Investing Cash Flow

Net cash used in investing activities for each fiscal year presented was primarily used for capital expenditures. Our capital expenditures were $53.9 million (of which approximately $9.5 million related to one-time separation costs) and $48.6 million (of which approximately $15.0 million related to one-time separation costs) for the years ended December 31, 2025 and December 31, 2024, respectively, corresponding to approximately 3.1% and 2.9% of Net sales in 2025 and 2024, respectively.

Financing Cash Flow

Net cash used in financing activities for the year ended December 31, 2025 consisted primarily of repurchases of common stock of $60.7, payments made on our term loan of $22.5 million and dividends paid of $17.3 million. Net cash used in financing activities for the year ended December 31, 2024 consisted primarily of repurchases of common stock of $20.0 million, dividends paid of $8.3 million and payments made on our term loan of $7.5 million.

Dividends

We paid dividends of $17.3 million in 2025, $8.3 million in 2024 and none in 2023. The first quarter 2025 dividend of $0.05 per share, declared on February 19, 2025 for shareholders of record as of March 4, 2025, was paid on March 19, 2025. The second quarter of 2025 dividend of $0.05 per share, declared on May 21, 2025 for shareholders of record as of June 3, 2025, was paid on June 18, 2025. The third quarter 2025 dividend of $0.055 per share, declared on August 13, 2025 for shareholders of record as of August 26, 2025, was paid on September 10, 2025. The fourth quarter dividend of $0.055 per share, declared on November 12, 2025 for shareholders of record as of November 25, 2025, was paid on December 10, 2025. The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making.

2025 distributions have been characterized as dividends under the U.S. federal income tax rules. The final determination was made on an IRS Form 1099-DIV issued in early 2026.

Contractual Obligations

Our commitments consist of lease obligations for real estate and equipment. For more information regarding our lease obligations, see Note 9, Leases, to the Consolidated Financial Statements, which provides a summary of our future minimum lease payments.

Debt

Our total debt outstanding was $570.0 million at December 31, 2025, was $592.5 million at December 31, 2024, and was $600.0 million at December 31, 2023. At December 31, 2025, the weighted-average term of our outstanding long-term debt was 1.9 years. Refer to Note 12, Debt and Borrowing Arrangements, and Note 21, Subsequent Events, to the Consolidated Financial Statements for more information on our debt and debt covenants.

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Non-GAAP Measures

We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results and provide additional insight and transparency on how we evaluate our business. We use non-GAAP financial measures to budget, make operating and strategic decisions and evaluate our performance. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. We believe the non-GAAP measures should always be considered along with the related U.S. GAAP financial measures. We have provided the reconciliations between the U.S. GAAP and non-GAAP financial measures below, and we also discuss our underlying U.S. GAAP results throughout our Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K.

Our primary non-GAAP financial measures are listed below and reflect how we evaluate our current and prior-year operating results. As new events or circumstances arise, these definitions could change. When our definitions change, we provide the updated definitions and present the related non-GAAP historical results on a comparable basis.

•“EBITDA” is defined as earnings or losses before interest expense, income taxes, depreciation and amortization and “EBITDA margin” is defined as EBITDA as a percent of Net sales. We believe EBITDA and EBITDA margin are useful measures of our operating performance as they assist investors and debt holders in comparing our performance on a consistent basis without regard to financing methods, capital structure, income taxes or depreciation and amortization methods, which can vary significantly depending upon many factors. Additionally, we believe these metrics are widely used by investors, securities analysts, ratings agencies and others in our industry in evaluating performance.

•“Adjusted EBITDA” is defined as EBITDA after adding back certain one-time expenses, reflected in Cost of sales and Selling, general and administrative expenses, associated with becoming a standalone public company, one-time restructuring costs and long-lived asset impairment charges and “Adjusted EBITDA margin” is defined as Adjusted EBITDA as a percent of Net sales. We believe Adjusted EBITDA and Adjusted EBITDA margin are useful measures of our operating performance as they allow investors and debt holders to compare our performance on a consistent basis without regard to one-time costs attributable to our becoming a standalone public company and non-recurring long-lived asset impairment charges.

•“Adjusted earnings per share” is defined as diluted earnings per share (the most comparable U.S. GAAP financial measure) after adding back certain one-time expenses, reflected in Cost of sales and Selling, general and administrative expenses, associated with becoming a standalone public company, one-time restructuring costs and long-lived asset impairment charges less the related tax impact of the same one-time expenses and asset impairment charges. We believe Adjusted earnings per share provides improved comparability of underlying operating results.

•“Free cash flow” is defined as cash flows provided by (used for) operating activities less capital expenditures and “Adjusted free cash flow” is defined as Free cash flow after adding back certain one-time capital expenditures and other separation related costs associated with becoming a standalone public company and one-time restructuring costs. We believe Free cash flow and Adjusted free cash flow are useful metrics used by management and investors to analyze our ability to service and repay debt and return value to shareholders.

The metrics defined above are not in accordance with, or alternatives for, U.S. GAAP financial measures and may not be consistent with measures used by other companies. The metrics should be considered supplemental data; however, the amounts included in the EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted earnings per share, Free cash flow and Adjusted free cash flow calculations are derived from amounts included in the consolidated statements of net income and cash flows. We do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are:

•such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

•such measures do not reflect changes in, or cash requirements for, our working capital needs;

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•such measures do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and

•other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.

To properly and prudently evaluate our business, we encourage you to review the consolidated financial statements included elsewhere in this report and not rely on a single financial measure to evaluate our business.

A reconciliation of Net income to EBITDA and Adjusted EBITDA is shown in the table below:

For the Years Ended December 31,

2025

2024

2023

(in millions)

NET INCOME

$

207.4 

$

185.6 

$

171.3 

Plus:

Interest expense

33.4 

40.6 

25.8 

Income tax expense

58.8 

49.2 

55.1 

Depreciation and amortization

30.0 

24.8 

21.5 

EBITDA (non-GAAP)

$

329.6 

$

300.2 

$

273.7 

Plus:

Impairment charges - Long-lived assets(a)

$

8.4 

$

— 

$

— 

One-time restructuring costs

— 

4.1 

— 

One-time separation costs(b)

15.5 

25.2 

28.6 

Adjusted EBITDA (non-GAAP)

$

353.5 

$

329.5 

$

302.3 

Net sales

$

1,764.3 

$

1,669.6 

$

1,628.1 

Net income margin

11.8 

%

11.1 

%

10.5 

%

EBITDA margin (non-GAAP)

18.7 

%

18.0 

%

16.8 

%

Adjusted EBITDA margin (non-GAAP)

20.0 

%

19.7 

%

18.6 

%

(a)During 2025, Atmus recognized fixed asset impairment charges on idled machinery, equipment and fixtures. We do not expect the idling of the assets to have a material adverse effect on our financial position, results of operations, cash flows, liquidity or capital resources.

(b)Primarily comprised of one-time expenses related to Information Technology, warehousing, manufacturing and Human Resources separation costs.

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A reconciliation of Diluted earnings per share to Adjusted earnings per share is shown in the table below:

For the Years Ended December 31,

2025

2024

2023

(per share)

Diluted earnings per share

$

2.50 

$

2.22 

$

2.05 

Plus:

Impairment charges - Long-lived assets(a)

$

0.10 

$

— 

$

— 

One-time restructuring costs(b)

— 

0.05 

— 

One-time separation costs(b)

0.19 

0.30 

0.34 

Less:

Tax impact of impairment charges(a)

$

0.02 

$

— 

$

— 

Tax impact of one-time restructuring costs(b)

— 

0.01 

— 

Tax impact of one-time separation costs(b)

0.04 

0.06 

0.08 

Adjusted earnings per share (non-GAAP)

$

2.73 

$

2.50 

$

2.31 

(a)During 2025, Atmus recognized fixed asset impairment charges on idled machinery, equipment and fixtures. The tax impact of the impairment charges for the year ended December 31, 2025, was $1.9 million.

(b)Primarily comprised of one-time expenses related to Information Technology, warehousing, manufacturing, restructuring and Human Resources separation costs and the related tax impact of those expenses. The tax impact of one-time restructuring costs for the year ended December 31, 2024 was $0.9 million and the tax impact of one-time separation costs for the years ended December 31, 2025, 2024 and 2023 were $3.4 million, $5.3 million and $6.9 million, respectively.

A reconciliation of Net cash provided by operating activities to Free cash flow and Adjusted free cash flow is shown in the table below:

For the Years Ended December 31,

2025

2024

2023

(in millions)

Cash provided by operating activities

$

202.7 

$

105.4 

$

189.0 

Less:

Capital expenditures

$

53.9 

$

48.6 

$

45.8 

Free cash flow (non-GAAP)

$

148.8 

$

56.8 

$

143.2 

Plus:

One-time restructuring costs

$

— 

$

4.1 

$

— 

One-time separation capital expenditures

9.5 

15.0 

9.2 

Other one-time separation related(a)

— 

38.6 

— 

Adjusted free cash flow (non-GAAP)

$

158.3 

$

114.5 

$

152.4 

(a)Primarily comprised of one-time working capital inefficiencies associated with the move from intercompany settlement terms with Cummins to standalone practices.

Critical Accounting Policies and Estimates

We prepare our Consolidated Financial Statements in conformity with U.S. GAAP. The preparation of our financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates and assumptions. See Note 3, Summary of Significant Accounting Policies, in the notes accompanying Atmus’ financial statements included elsewhere herein for a summary of Atmus’ significant accounting policies, and discussion of recent accounting pronouncements. Atmus believes that the following discussion addresses Atmus’ most critical accounting policies, which are those that are most important to the portrayal of Atmus’ financial condition and results of operations and require management’s most difficult, subjective and complex judgments.

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Revenue Recognition

We sell to customers either through long-term arrangements or standalone purchase orders. Our long-term arrangements generally do not include committed volumes until underlying purchase orders are issued. Typically, we recognize revenue on the products we sell at a point in time, in accordance with shipping terms or other contractual arrangements.

The transaction price of a contract could be reduced by variable consideration, including aftermarket rebates, volume and growth rebates and sales returns. At the time of sale to a customer, we record an estimate of variable consideration as a reduction from gross sales. We primarily rely on historical experience and anticipated future performance to estimate the variable consideration. Revenue is recognized to the extent that it is probable that a significant reversal of revenue will not occur when the contingency is resolved.

For aftermarket rebates and volume and growth rebates, management estimates are based on the terms of the arrangements with customers, historical payment experience, volume in quantity or mix of purchases of product during a specified time period and expectations for changes in relevant trends in the future. Adjustments to rebate accruals are made as actual usage becomes known in order to properly estimate the amounts necessary to generate consumer demand based on market conditions as of the balance sheet date.

For product returns, some aftermarket customers are permitted to return small amounts of parts and filters each year. An estimate of future returns is accounted for at the time of sale as a reduction in the overall sales revenue based on historical return rates.

Accounting for Income Taxes

We determine our income tax expense using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. We recognize the tax impact of including certain foreign earnings in U.S. taxable income as a period cost. Future tax benefits of net operating loss and credit carryforwards are also recognized as deferred tax assets. We evaluate the recoverability of our deferred tax assets each quarter by assessing the likelihood of future profitability and available tax planning strategies that could be implemented to realize our net deferred tax assets. At December 31, 2025, we recorded net deferred tax assets of $0.9 million. The assets included $9.7 million for the value of net operating loss and credit carryforwards. A valuation allowance of $6.7 million was recorded to reduce the tax assets to the net value management believed was more likely than not to be realized. In the event our operating performance deteriorates, future assessments could conclude that a larger valuation allowance will be needed to further reduce the deferred tax assets.

In addition, we operate within multiple taxing jurisdictions and are subject to tax audits in these jurisdictions. These audits can involve complex issues, which may require an extended period of time to resolve. We accrue for the estimated additional tax and interest that may result from tax authorities disputing uncertain tax positions. We believe we made adequate provisions for income taxes for all years that are subject to audit based upon the latest information available. A more complete description of our income taxes and the future benefits of our net operating loss and credit carryforwards is disclosed in Note 6, Income Taxes, to our Consolidated Financial Statements included herein.