CUMMINS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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CUMMINS INC.

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Letter from our Chair and Chief Executive Officer

To our Cummins shareholders,

In 2024, I celebrated my 25th anniversary with Cummins and my second year as Chair and CEO. I’m proud of all that we accomplished last year. Our Destination Zero strategy was the cornerstone of our record performance in 2024 and will remain the driving force behind our sustainable growth and innovation as we continue powering our customers’ evolving energy needs globally.

Operational excellence and strong returns

During our Analyst Day last May, we raised our long-term financial targets, reflecting our confidence in our Destination Zero strategy and our ability to grow and deliver increasing returns to shareholders. In 2024, we demonstrated notable progress toward these targets by delivering strong financial results and setting records in several parts of the business. Our full-year revenues reached a record $34.1 billion, up slightly from the prior year, even with the successful divestiture of our Filtration business, Atmus Filtration Technologies, on March 18. Including the one-time gain related to the separation, our GAAP net income for the year was $3.9 billion, or 11.6% of sales, our EBITDA for the year was $6.3 billion, or 18.6% of sales, and earnings per diluted share (EPS) were $28.37, all record achievements. 2024 marked a historic year for Cummins as we delivered strong financial and operational results amid weakness in our North America heavy-duty truck and China markets. Effective operational execution and strength in other key markets, such as power generation and medium-duty truck, allowed us to deliver profitable growth despite these challenges. We are proud of our talented, diverse workforce of approximately 70,000 employees worldwide for their ability to show remarkable dedication and resilience in achieving these outcomes.

Our disciplined approach to cost management, coupled with strategic investments in key areas, has enabled us to maintain our competitive edge and fuel long-term success. In 2024, we ranked first among our peer group in total shareholder return, and our one-, three- and five-year returns have outpaced the S&P 500. We increased our common stock cash dividend for the 15th consecutive year, returning $969 million to shareholders, and with the successful divestiture of Atmus, we reduced our shares outstanding by approximately 5.6 million or 4%.

Destination Zero: The right strategy for a complex energy transition

Our multi-solution Destination Zero strategy, which leverages advancements and solutions from both our core and Accelera™ by Cummins businesses, will continue to position us for success. In 2024, we demonstrated this by further strengthening our position through evolving our portfolio and expanding relationships with both new and long-standing customers and partners.

Most notably for our core business in 2024, we introduced the Cummins HELM™ engine platforms. These platforms, applied across our legendary B, X10 and X15-series engine portfolios, provide customers with the option to choose the fuel type – either advanced diesel or alternate fuels like natural gas or hydrogen – that best suit their business needs, while delivering the power and performance they expect. We began full production of the X15N natural gas engine at the Jamestown engine plant in the fall of 2024, and we are actively engaged with some of North America’s largest and most demanding heavy-duty fleets as they look to reduce their carbon footprint.

Additionally, in our core business, we introduced four new generator sets to the award-winning Centum™ Series, with two models each powered by Cummins’ QSK50 and QSK78 engines. These new models have been engineered specifically for critical applications, such as data centers, in response to high market demand. To further increase our capacity to meet rising power generation demand, we plan to invest $200 million across our manufacturing sites in the U.S., England and India. We are excited about the continued impressive performance and growth potential of our Power Systems business.

In our Accelera business, we partnered with Daimler Trucks & Buses, PACCAR and EVE Energy to create Amplify Cell Technologies, focusing on localizing battery cell production in the U.S. This collaboration aims to advance zero-emissions technologies for electric commercial vehicles and industrial applications. Amplify started building a 21-gigawatt hour factory in Mississippi last year, with production expected to begin in 2027. As we navigate the energy transition, we remain committed to investing in the most promising paths. In late 2024, we streamlined our Accelera business to reduce costs and position the business for long-term success. Accelera and its mission will continue to play an important role in our Destination Zero strategy.

2025 Outlook: Navigating market challenges while improving profitability

As we progress through 2025, we anticipate slightly weaker demand in the North America on-highway truck markets, particularly in the first half of the year. However, this will be offset by continued strength in the power generation market and the resilience of our Distribution business, given our strong aftermarket presence. We project full-year 2025 revenues to range from down 2% to up 3%, with EBITDA between 16.2% and 17.2% of sales. Despite a relatively flat revenue forecast, we expect to improve profitability and cash flow across all our segments and continue to invest in our business.

We remain committed to our multi-solution approach, which is proving to be the right strategy for our customers, the environment and the continued growth of Cummins. We plan to continue generating strong operating cash flow and are committed to our long-term strategic goal of returning 50% of operating cash flow to shareholders.

Our legacy of people-centric leadership and sustainable growth

Cummins has a long-standing tradition of placing people at the center of how we operate, harnessing the unique and diverse talents of our leaders and employees to provide exceptional solutions to our customers and communities worldwide. This unwavering commitment to our people, along with our dedication to environmental stewardship, community engagement and robust governance practices, is essential to our long-term success.

Our Destination Zero strategy, supported by our operational excellence, strategic investments and the dedication of our talented workforce, positions us strongly for the future. We remain devoted to delivering outstanding results and shareholder returns while driving innovation and sustainability. Thank you for your continued support and trust in Cummins.

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See Appendix A for reconciliation of GAAP to non-GAAP measures referenced in this section, except for forward-looking measures of EBITDA where a reconciliation to the corresponding GAAP measure is not available due to the variability, complexity and limited visibility of the non-cash items that are excluded from the non-GAAP outlook measure.

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500 Jackson Street, Box 3005, Columbus, Indiana 47202-3005

NOTICE OF 2025

ANNUAL MEETING OF

SHAREHOLDERS

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of the Shareholders of Cummins Inc. will be held virtually on Tuesday, May 13, 2025, at 11:00 a.m. Eastern Time, for the following purposes:

to elect the eleven nominees named in the attached proxy statement as directors for the ensuing year;

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to consider an advisory vote on the compensation of our named executive officers;

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to ratify the appointment of PricewaterhouseCoopers LLP as our auditors for 2025;

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to consider a proposal from a shareholder regarding an independent Chairman of the Board; and

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to transact any other business that may properly come before the meeting or any adjournment thereof.

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The Annual Meeting of Shareholders will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting in person. We believe a virtual meeting allows broader access by our shareholders and other parties without restricting participation while also reducing the environmental impact and cost of conducting the meeting.

Only shareholders of our Common Stock of record at the close of business on March 14, 2025, are entitled to notice of, and to vote at, the meeting.

If you do not expect to be present virtually at the meeting, you are urged to vote your shares by telephone, via the Internet, or by completing, signing and dating the enclosed proxy card and returning it promptly in the envelope provided.

You may revoke your proxy card at any time before the meeting. Except with respect to shares attributable to accounts held in the Cummins Retirement and Savings Plans, any shareholders entitled to vote at the annual meeting who attend the meeting will be entitled to cast their votes electronically during the meeting.

NICOLE Y. LAMB-HALE

Secretary

March 31, 2025

On March 31, 2025, we will commence mailing the notice of Internet availability of proxy materials, or a proxy statement, proxy card and annual report, to shareholders.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL SHAREHOLDER MEETING TO BE HELD ON MAY 13, 2025:

the Annual Report and Proxy Statement are available at www.proxyvote.com

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Information provided in this proxy statement that is not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our forecasts, guidance, preliminary results, expectations, hopes, beliefs and intentions on strategies regarding the future. These forward-looking statements include, without limitation, statements relating to our plans and expectations for our revenues, net income and EBITDA. Our actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including, but not limited to: any adverse consequences resulting from entering into the agreement in principle with the U.S. Environmental Protection Agency (EPA), the California Air Resources Board (CARB), the Environmental and Natural Resources Division of the U.S. Department of Justice (DOJ) and the California Attorney General’s Office to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S., which became final and effective in April 2024 (collectively, the “Settlement Agreements”), including required additional mitigation projects, adverse reputational impacts and potential resulting legal actions; increased scrutiny from regulatory agencies, as well as unpredictability in the adoption, implementation and enforcement of emission standards around the world; evolving environmental and climate change legislation and regulatory initiatives; changes in international, national and regional trade laws, regulations and policies; changes in taxation; global legal and ethical compliance costs and risks; future bans or limitations on the use of diesel-powered products; raw material, transportation and labor price fluctuations and supply shortages; aligning our capacity and production with our demand; the actions of, and income from, joint ventures and other investees that we do not directly control; large truck manufacturers’ and original equipment manufacturers’ customers discontinuing outsourcing their engine supply needs or experiencing financial distress, or change in control; product recalls; variability in material and commodity costs; the development of new technologies that reduce demand for our current products and services; lower than expected acceptance of new or existing products or services; product liability claims; our sales mix of products; climate change, global warming, more stringent climate change regulations, accords, mitigation efforts, greenhouse gas regulations or other legislation designed to address climate change; our plan to reposition our portfolio of product offerings through exploration of strategic acquisitions, divestitures or exiting the production of certain product lines or product categories and related uncertainties of such decisions; increasing interest rates; challenging markets for talent and ability to attract, develop and retain key personnel; exposure to potential security breaches or other disruptions to our information technology (IT) environment and data security; the use of artificial intelligence in our business and in our products and challenges with properly managing its use; political, economic and other risks from operations in numerous countries including political, economic and social uncertainty and the evolving globalization of our business; competitor activity; increasing competition, including increased global competition among our customers in emerging markets; failure to meet sustainability expectations or standards, or achieve our sustainability goals; labor relations or work stoppages; foreign currency exchange rate changes; the performance of our pension plan assets and volatility of discount rates; the price and availability of energy; continued availability of financing, financial instruments and financial resources in the amounts, at the times and on the terms required to support our future business; and other risks detailed from time to time in our filings with the Securities and Exchange Commission (“SEC”) filings, including particularly in the Risk Factors section of our 2024 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this release and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about factors that may affect our performance may be found in our filings with the SEC, which are available at https://www.sec.gov or at https://investor.cummins.com/sec-filings in the Investor Relations section of our website.

About Cummins Inc.

Cummins Inc., a global power solutions leader, is comprised of five business segments – Engine, Components, Distribution, Power Systems and Accelera by Cummins – supported by our global manufacturing and extensive service and support network, skilled workforce and vast technological expertise. Cummins is committed to its Destination Zero strategy, which is grounded in the company’s commitment to sustainability and helping its customers successfully navigate the energy transition with its broad portfolio of products. The products range from advanced diesel, natural gas, electric and hybrid powertrains and powertrain-related components including aftertreatment, turbochargers, fuel systems, valvetrain technologies, controls systems, air handling systems, automated transmissions, axles, drivelines, brakes, suspension systems, electric power generation systems, electrified power systems with innovative components and subsystems, including battery, fuel cell and electric power technologies and hydrogen production technologies. Headquartered in Columbus, Indiana (U.S.), since its founding in 1919, Cummins employs approximately 69,600 people committed to powering a more prosperous world through three global corporate responsibility priorities critical to healthy communities: education, environment and equality of opportunity. Cummins serves its customers online, through a network of company-owned and independent distributor locations, and through thousands of dealer locations worldwide and earned about $3.9 billion on sales of $34.1 billion in 2024. See how Cummins is powering a world that’s always on by accessing news releases and more information at https://​www.cummins.com.