Form S-8 - Registration Statement - Purpose and Exhibits

Sep 19, 2026

Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission on July 9, 2024 for Cummins Inc. The filing registers 550,000 additional shares of Common Stock, $2.50 par value, under the Cummins Inc. Key Employee Stock Investment Plan. It incorporates prior Form S-8 registration statement contents by reference, lists exhibits and consents, and includes undertakings regarding post-effective amendments and disclosure updates under the Securities Act.

LanguageEnglish

CategoryGeneral

FormatPDF

Pages12

Reading Time4 min

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Statement Pursuant to General Instruction E to Form S-8

Part II Information Required in the Registration Statement

Item 8. Exhibits

Item 9. Undertakings

As filed with the United States Securities and Exchange Commission on July 9, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 CUMMINS INC. (Exact name of registrant as specified in its charter) Indiana 35-0257090 (State or Other Jurisdiction of (I.R. S. Employer Incorporation or Organization) Identification No.) 500 Jackson Street Box 3005 Columbus, Indiana 47202-3005 (Address, Including Zip Code, of Principal Executive Offices) Cummins Inc. Key Employee Stock Investment Plan (Full Title of the Plan) Mark A. Smith Vice President—Chief Financial Officer 500 Jackson Street P.O. Box 3005 Columbus, Indiana 47202-3005 (812) 377-5000 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) COPY TO: Nicole Y. Lamb-Hale Vice President – Chief Legal Officer and Corporate Secretary 500 Jackson Street P.O. Box 3005 Columbus, Indiana 47202-3005 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ 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 7(a)(2)(B) of the Securities Act. ¨ STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 The purpose of this Registration Statement is to register 550,000 additional shares of Common Stock, par value $2.50 per share (the “Common Stock”), of Cummins Inc.(the “Company” or the “Registrant”) in connection with the Company ’s Key Employee Stock Investment Plan. Pursuant to General Instruction E of Form S-8, the contents ofthe Company ’s Registration Statements on Form S-8 (Registration Nos.033-56115 and 333-184786), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as set forth below. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Exhibit Number Description 4.1 Restated Articles of Incorporation, as amended and restated, effective as of May 8, 2018 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2018 (File No. 001-04949)) . 4.2 By-Laws, as amended and restated, effective as of February 12, 2019 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on February 13, 2019 (File No. 001-04949)) . 4.3 Cummins Inc. Key Employee Stock Investment Plan. 5 Opinion of Foley & Lardner LLP. 23.1 Consent of Foley & Lardner LLP (filed as part of Exhibit (5)) . 23.2 Consent of PricewaterhouseCoopers LLP. 24 Powers of Attorney (included on the signature page hereto) . 107 Filing Fee Table. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; 2 (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding

FAQs

What is the purpose of this Form S-8 registration statement?

To register 550,000 additional shares of Cummins Inc. Common Stock in connection with the Key Employee Stock Investment Plan.

Which company and plan are identified in the filing?

Cummins Inc. is the registrant, and the plan is the Cummins Inc. Key Employee Stock Investment Plan.

What types of documents are included as exhibits?

The filing lists exhibits such as restated articles of incorporation, by-laws, the plan document, legal opinions, consents, powers of attorney, and the filing fee table.

Sep 19, 2026

Upload by Oliver Hayes