CUMMINS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Letter from our Chair and Chief Executive Officer

To our Cummins shareholders,

As Chair and CEO, I am proud to share how Cummins performed in 2025 and how we are positioning the company for the years ahead. This past year required steady leadership, thoughtful decision-making and a continued focus on what matters most – delivering innovative and dependable products and services for our customers, continuing to invest in the development of our people and driving sustainable long-term returns for our shareholders. Grounded in our long-standing values, the progress we made reflects both the strength of our multi-solution strategy, the capability of our people, and our ability to adapt and innovate in a changing world.

Executing with purpose in a changing world

For the year, Cummins generated $33.7 billion in revenue and $5.4 billion in EBITDA, representing 16.0 percent of sales. These results reflect the strength of our diversified portfolio across geographies, end markets and technologies, as well as cost discipline and operational efficiency across our businesses. Despite a downcycle in North America truck markets, we achieved record earnings and met our 2030 financial commitments ahead of schedule – an accomplishment that makes me especially proud.

We also delivered strong returns to shareholders. In 2025, we returned $1.1 billion through dividends and increased our common stock dividend for the 16th consecutive year, while continuing to invest in our people, products and long-term growth. Total shareholder return was 49% in 2025, exceeding our custom peer group average of 24% and the S&P 500 return of 18%. Over the three-, five- and ten-year periods, our returns similarly outperformed both our peer group average and the broader U.S. equity market.

Our broad mix of product offerings and global manufacturing and distribution footprint again proved to be a source of strength. Power Systems and Distribution delivered outstanding results in 2025, achieving record revenue and profitability, supported by strong demand for reliable backup power – particularly for data centers.

At the same time, Engine and Components operated through a cyclical downturn in North America medium- and heavy-duty truck markets. While volumes were lower, teams maintained strong cost discipline, product quality and customer support – preserving the durability and performance standards customers associate with Cummins and positioning these businesses to perform as markets recover.

Advancing solutions customers can count on

We continued to invest in products and technologies that help our customers succeed today while preparing for the future. In 2025, we introduced the X10 engine as part of our Cummins HELM™ platforms, simplifying and modernizing our medium- and heavy-duty engine lineup. Alongside the X15 and B Series, the X10 expands customer choice while delivering the durability, efficiency and reliability expected from Cummins.

We also unveiled the B7.2 diesel engine, bringing the latest advancements to one of our most trusted platforms. Designed as a global solution with flexibility across applications, both the X10 and B7.2 will be produced for the North America market at our Rocky Mount Engine Plant in North Carolina (U.S.) – supporting customers while sustaining high-quality manufacturing jobs.

Within Power Systems, we expanded our generator set offerings with the launch of the S17 Centum™, engineered to deliver high power density in a compact footprint for urban and other space-constrained, mission-critical applications. Together, the investments we’ve made across our full Centum lineup and the expanded capacity of our 95-liter platform position us to meet sustained demand for dependable, high-performance backup power across critical markets.

We also strengthened our capabilities in hybrid solutions for mining and rail through the acquisition of First Mode assets and a new collaboration with Komatsu. These actions reflect our belief that the energy transition will take many paths – and that practical, scalable solutions can deliver both economic and environmental benefits.

Disciplined choices in a long-term transition

As the energy transition proves more dynamic, uncertain and divergent across markets than initially expected, our strategy is designed to remain adaptable and resilient. We continue to align our investments with customer readiness and market demand.

In 2025, we took targeted actions within Accelera to curtail future investments in our electrolyzer business and concentrate resources on the opportunities with the strongest long-term potential.

We continue to deploy capital with discipline as customer needs and the pace of technology development evolves across our markets, prioritizing investments that generate strong returns and create durable competitive advantage. While the mix of our investments has shifted over the past five years, our strategy remains unchanged: pursue multiple paths forward by strengthening our core today and advancing low- and zero-emissions solutions when and where our customers are ready.

Throughout the year, Cummins’ employees demonstrated resilience, accountability and care – for our customers, for one another and for the communities where we live and work. Their efforts were recognized through external honors for culture, inclusion, innovation and workplace excellence, affirming the values that guide how we lead and operate.

Looking ahead with confidence

As we enter 2026, visibility is improving in key areas, including regulatory, trade and tariff certainty in North America. While some end markets remain cyclical, we expect conditions in North America truck markets to improve as the year progresses, alongside continued strength in power generation, industrial and aftermarket demand.

Cummins is prepared to build on the momentum of 2025 – continuing to innovate where it matters most, delivering dependable performance for customers and creating long-term value for shareholders.

We look forward to engaging with the investment community at our Analyst Day on May 21 in New York City, where we will share more about our strategy, outlook and how we are positioning Cummins for durable growth and long-term impact.

Thank you for your continued trust and support of Cummins. I am proud of what we accomplished in 2025 and confident in the road ahead.

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TABLE OF CONTENTS​

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

NOTICE OF 2026

ANNUAL MEETING OF

SHAREHOLDERS

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of the Shareholders of Cummins Inc. will be held virtually on Tuesday, May 12, 2026, 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 independent registered public accounting firm for 2026;

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to approve our 2026 Omnibus Incentive Plan;

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to consider a shareholder proposal to adopt a policy for the separation of the roles of Chairperson and Chief Executive Officer;

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to consider a shareholder proposal requesting a report on the company’s charitable support; 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 16, 2026, 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

Corporate Secretary

April 2, 2026

On April 2, 2026, 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 2026 ANNUAL SHAREHOLDER MEETING TO BE HELD ON MAY 12, 2026:

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

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This proxy statement contains 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 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 agreements with the U.S. Environmental Protection Agency, California Air Resources Board, the Environmental and Natural Resources Division of the U.S. Department of Justice 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, 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; any adverse consequences from changes in tariffs and other trade disruptions; changes in international, national and regional trade laws, regulations and policies; emissions deregulation; 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 or not successfully developing new technologies and products to effectively address the energy transition; 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 environment and data security; the use of artificial intelligence in our business and in our products, services and features, and challenges with properly managing its use; political, economic and other risks from operations among, between and within 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 SEC filings, including particularly in the Risk Factors section of our 2025 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 proxy statement 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://www.cummins.com in the Investor Relations section of our website.

About Cummins Inc.

Cummins Inc., a global power leader, is committed to powering a more prosperous world. Since 1919, we have delivered innovative solutions that move people, goods and economies forward. Our five business segments – Engine, Components, Distribution, Power Systems and Accelera™ by Cummins – offer a broad portfolio, including advanced diesel, electric and hybrid powertrains; integrated power generation systems; critical components such as aftertreatment, turbochargers, fuel systems, controls, transmissions, axles and brakes; and zero-emissions technologies like battery and electric powertrain systems. With a global footprint, deep technical expertise and an extensive service network, we deliver dependable, cutting-edge solutions tailored to our customers’ needs, supporting them through the energy transition with our Destination Zero strategy. We create value for customers, investors and employees and strengthen communities through our corporate responsibility global priorities: education, equity and environment. Headquartered in Columbus, Indiana, Cummins employs approximately 67,400 people worldwide and earned $2.8 billion on $33.7 billion in sales in 2025. Learn more at www.cummins.com