Cummins Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01 | Other Events. |
On May 6, 2025, Cummins Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., ING Financial Markets LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth therein, $300,000,000 aggregate principal amount of the Company’s 4.250% Senior Notes due 2028, $700,000,000 aggregate principal amount of the Company’s 4.700% Senior Notes due 2031 and $1,000,000,000 aggregate principal amount of the Company’s 5.300% Senior Notes due 2035 (collectively, the “Notes”), in a public offering (the “Offering”). The Offering is expected to close on May 9, 2025.
The Notes are registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-284903) that the Company filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2025.
The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Company is filing the Underwriting Agreement as part of this Current Report on Form 8-K for purposes of such Registration Statement. The description of the Underwriting Agreement set forth above is qualified by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The exhibits below are filed herewith:
EXHIBIT INDEX
| Exhibit No. | Description | |
| (1.1) | Underwriting Agreement, dated May 6, 2025, by and among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., ING Financial Markets LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters listed therein. | |
| (104) | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 7, 2025
| CUMMINS INC. | |
| /s/ Donald G. Jackson | |
| Donald G. Jackson | |
| Vice President, Treasury and Tax |