Form 4: Cummins Director William I. Miller Disposes of Shares in Exchange Offer for Atmus Filtration Technologies Inc.

Director William I. Miller disposed of Cummins shares through an exchange offer for Atmus Filtration Technologies Inc. shares, as detailed in a recent SEC Form 4 filing.

Summary

• William I. Miller, a director of Cummins Inc., filed a Form 4 with the SEC on March 19, 2024, reporting changes in beneficial ownership.
• The changes resulted from an exchange offer by Cummins to exchange shares of Atmus Filtration Technologies Inc. for outstanding shares of Cummins common stock.
• Miller disposed of 349.6276 shares of Cummins common stock at a price of $349.6276 per share.
• In exchange, Miller received 4,205 shares of Atmus common stock, based on an exchange ratio of 12.0298 Atmus shares per Cummins share.
• Following the transaction, Miller directly owns 51,424.2345 shares of Cummins common stock and indirectly owns 167 shares through a child.
• Miller also holds 4,966.1001 stock units related to Cummins common stock.
• The filing also includes details of dividend equivalent shares credited under the Cummins Inc. Deferred Compensation Plan for Non-Employee Directors.

Sentiment

Score: 6

Explanation: The sentiment is neutral as it reflects a standard transaction related to a previously announced corporate action (the Atmus spin-off). There are no explicit positive or negative implications for Cummins' overall financial health.

Industry Context

This transaction reflects Cummins' strategic move to spin off its filtration business (Atmus) and allows existing shareholders to participate in the value of Atmus through the exchange offer.

Comparison to Industry Standards

• Spin-offs and exchange offers are common strategies for large corporations like Cummins to unlock value from specific business segments.
• Comparable transactions include Danaher's separation of Envista Holdings and DowDuPont's spin-offs of Dow, DuPont, and Corteva.
• The exchange ratio is determined based on the relative valuation of the parent and spun-off companies, reflecting market conditions and growth prospects.

Stakeholder Impact

• Shareholders who participated in the exchange offer now hold shares in Atmus Filtration Technologies Inc.
• The transaction allows Cummins to focus on its core business while providing shareholders with potential value from Atmus.

Key Dates