ATMU

Atmus Filtration Technologies Inc.

NYSE · CONSUMER DISCRETIONARY · MOTOR VEHICLE PARTS & ACCESSORIES

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MKT CAP $3.7BP/E 17.1DIV YIELD 0.49%FCF YIELD 5.21%REV TTM $1.9B +13.1%NET INCOME $215.1M +14.1%NET DEBT $741M52W 42.62 – 65.57SEC XBRL · TTM TO Invalid Date

How ATMU rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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You should carefully consider the following risk factors in addition to the other information included in this Annual Report on Form 10-K for the fiscal-year ended December 31, 2025, and should also carefully consider the matters addressed in the section herein entitled “Cautionary Statements and Risk Factor Summary.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, financial condition, results of operation or cash flows.
Risks Related to Our Business Operations • Significant customer concentration among Cummins, PACCAR, and the Traton Group. • The loss of a top OEM relationship or changes in the preferences of Atmus' aftermarket end-users. • Deriving significant earnings from investees that Atmus does not directly control. • Significant competition in the markets Atmus serves. • Ability to attract and retain qualified personnel. • Strategic transactions, such as acquisitions, divestitures, and joint ventures. • Management of productivity improvements. • Work stoppages and other labor matters. • Variability in material and commodity costs. • Interruptions in the supply of critical materials and components. • Complexity of supply chain and manufacturing. • Customers operating in cyclical industries and the current economic conditions in these industries. • Exposure to potential claims related to warranties and claims for support outside of standard warranty obligations. • Products being subject to recall for performance or safety-related issues. • Inability or failure to adequately protect and enforce Atmus’ intellectual property rights and the cost of protecting or enforcing Atmus' intellectual property rights.
Risks Related to Legal and Regulatory Issues • Sales of counterfeit versions of products, as well as unauthorized sales of products. • Statutory and regulatory requirements that can significantly increase costs. • Changes in international, national and regional trade laws, regulations and policies affecting international trade. • Unanticipated changes in Atmus' effective tax rate, the adoption of new tax legislation or exposure to additional income tax liabilities, as well as audits by tax authorities resulting in additional tax payments for prior periods. • Significant compliance costs and reputational and legal risks imposed by Atmus' global operations and the laws and regulations to which these are subject. • Effects of climate change may cause Atmus to incur increased costs. • Operations being subject to increasingly stringent environmental laws and regulations as well as to laws requiring cleanup of contaminated property.
Risks Related to Cybersecurity and Information Technology Infrastructure • Potential system or data security breaches or other disruptions.
Risks Related to Macroeconomic and Geopolitical Conditions • Increased tariffs or the imposition of other barriers to international trade. • Political, economic, and social uncertainty in geographies where Atmus has significant operations or large offerings of products.
Risks Related to Atmus’ Relationship with Cummins • Atmus or Cummins fail to perform under various transaction agreements that were executed as part of the IPO. • We may have received better terms from unaffiliated third parties than the terms we received in our agreements with Cummins.
Risks Related to Atmus’ Capital Structure • Changes in capital and credit markets. • Substantial indebtedness consisting of Atmus’ term loan and revolving credit facility, which may impact Atmus' ability to service all its indebtedness and react to changes in the industry. • Substantially all Atmus' assets pledged as security for its term loan and revolving credit facility.
Risks Related to Ownership of Atmus Common Stock • Fluctuations in the price of Atmus common stock. • Atmus’ stock repurchase program may be suspended or terminated at any time. • No guarantee of the payment, timing or amount of any dividend. • Applicable laws and regulations, provisions of Atmus' Second Amended and Restated Certificate of Incorporation (the “Charter”) and Atmus' Amended and Restated Bylaws (the “Bylaws”) and certain contractual rights granted to Cummins that may discourage takeover attempts and business combinations that shareholders might consider in their best interests. • The designation of the Court of Chancery in the State of Delaware and the federal district courts for the District of Delaware as exclusive forums provision in Atmus’ Charter.
Risks Related to Our Business Operations We have significant customer concentration, with Cummins, PACCAR and the Traton Group respectively accounting for approximately 18.8% , 16.3% and 11.5% of our net sales for the year ended December 31, 2025.
For the year ended December 31, 2025, net sales to Cummins, our largest customer, accounted for approximately 18.8% of our net sales.
Sales to Cummins joint ventures and to distributors that Cummins has a relationship with also account for a portion of our net sales.
In the future, we expect that Cummins will continue to seek competitive bids for new filtration products.
While we will have a preferred supplier relationship with Cummins, we will have to successfully win bids through Cummins’ bidding process in order to maintain or grow our current level of sales to Cummins and cannot guarantee that Cummins will always select our products.
For the year ended December 31, 2025, net sales to PACCAR and the Traton Group accounted for approximately 16.3% and 11.5%, respectively, of our net sales.
For the year ended December 31, 2025, we recognized $33.8 million of equity, royalty and interest income from investees, compared to $34.3 million for the year ended December 31, 2024 and $33.6 million for the year ended December 31, 2023.
Although a significant percentage of our net income is derived from these unconsolidated entities, we do not unilaterally control their management or their operations, which puts a substantial portion of our net income and cash flow through dividend payments at risk from the actions or inactions of these entities.
For example, Cummins, our largest customer, has established 2030 environmental sustainability goals to, among other things, reduce its Scope 3 absolute lifetime GHG emissions from newly sold products, and partner with its customers to reduce its indirect GHG emissions from its products.
As a result of these risks, and as we have seen OEMs begin to invest in these new technologies and launch new non internal combustion engines, we have been working, and continue to work, to expand our product offerings across industries and application types.
Our ability to attract and retain qualified personnel is critical to our success.
Our success depends on the skills, institutional knowledge, working relationships and continued services and contributions of qualified personnel, including our executive leadership team.
Our ability to achieve our operating and strategic goals depends on our ability to identify, hire, train and retain qualified individuals and successfully execute management transitions at leadership levels of the Company.
Our continued success will depend in part on our ability to retain the talents and dedication of technical employees.
As of December 31, 2025, we employed approximately 355 total technical employees and 51% of our technical employees were employed outside the United States, in India, China and France .
If enough technical employees terminate their employment or become ill or otherwise cannot work, our business activities may be adversely affected and our management team’s attention may be diverted.
In addition, we may not be able to locate suitable replacements for any technical employees who leave.
We are actively evaluating potential strategic acquisitions or investment opportunities and consider divestitures of non-strategic business lines, and we have historically pursued and undertaken certain of those opportunities.
For instance, in 2026 we closed the acquisition of a business in the industrial filtration market and in 1987 and 1994, we established our joint ventures in India and China, respectively, for our entry into those two markets.
Factors that can cause us to not realize expected benefits or execute our plans for productivity improvements include, but are not limited to unforeseen complications arising from leveraging existing filtration technology to new industries, global commodities pricing and availability, manufacturing costs and delays, inflationary pressures and labor availability.
As of December 31, 2025, we employed approximately 4,500 persons worldwide and approximately 53% were represented by various unions under collective bargaining agreements.
Agreements covering employees in Mexico, Brazil and France are renewed annually following compensation negotiations, which were recently completed for Mexico and Brazil and will begin in February 2026 for Brazil, with terms expiring between December 2026 and February 2027.
The collective bargaining agreement for our Cookeville, Tennessee plant was renegotiated in February 2024 and will remain in effect through February 29, 2028.
While we have no reason to believe that we will be materially impacted by work stoppages or other labor matters, we have experienced such issues and there can be no assurance that future issues with our labor unions will be resolved favorably or that we will not encounter future strikes, work stoppages, or other types of conflicts with labor unions or our employees.
In recent years, economies around the world have also generally seen significant inflationary pressures.
While those inflationary pressures have stabilized, we are still subject to the risk of material and commodity cost increases and there can be no assurances that such cost increases do not return.
As a result, higher material and commodity costs could result in declining margins.
Interruptions in the supply of critical materials and components could materially and adversely affect our business.
Unacceptable levels of service for key customers may result if we are not able to fulfill orders on a timely basis or if product quality, warranty, or safety issues result from compromised production.
A substantial portion of our sales is tied to customers that serve highly cyclical end markets, including on‑highway and off‑highway industries such as truck and bus, construction, agriculture, mining, oil and gas, power generation and recreational vehicles.
Demand in these industries is affected by macroeconomic factors such as freight activity, infrastructure investment, commodity prices, and interest rates.
As these industries experience fluctuations, our customers’ production schedules and purchasing patterns may vary significantly, which exposes our business to additional risk based on the economic conditions in the markets our customers serve.

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Gone since FY2024

You should carefully consider the following risk factors in addition to the other information included in this Annual Report on Form 10-K for the fiscal-year ended December 31, 2024, and should also carefully consider the matters addressed in the section herein entitled “Cautionary Statements and Risk Factor Summary.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, financial condition, results of operation or cash flows.
Risks Related to Our Business Operations • Significant customer concentration among Cummins, PACCAR, and the Traton Group. • The loss of a top OEM relationship or changes in the preferences of Atmus' aftermarket end-users. • Deriving significant earnings from investees that Atmus does not directly control. • Significant competition in the markets Atmus serves. • Evolving customer needs and developing technologies. • Reliance on Atmus’ executive leadership and other key personnel. • Strategic transactions, such as acquisitions, divestitures, and joint ventures. • Management of productivity improvements. • Work stoppages and other labor matters. • Variability in material and commodity costs. • Raw material, transportation and labor price increases and supply shortages. • Complexity of supply chain and manufacturing. • Atmus’ customers operating in cyclical industries and the current economic conditions in these industries. • Exposure to potential claims related to warranties and claims for support outside of standard warranty obligations. • Products being subject to recall for performance or safety-related issues. • Inability or failure to adequately protect and enforce Atmus’ intellectual property rights and the cost of protecting or enforcing Atmus' intellectual property rights. • Unexpected events, including natural disasters. • Difficulty operating as a standalone company.
Risks Related to Legal and Regulatory Issues • Sales of counterfeit versions of products, as well as unauthorized sales of products. • Statutory and regulatory requirements that can significantly increase costs. • Changes in international, national and regional trade laws, regulations and policies affecting international trade. • Unanticipated changes in Atmus' effective tax rate, the adoption of new tax legislation or exposure to additional income tax liabilities, as well as audits by tax authorities resulting in additional tax payments for prior periods. • Changes in tax law relating to multinational corporations. • Significant compliance costs and reputational and legal risks imposed by Atmus' global operations and the laws and regulations to which these are subject. • Effects of climate change may cause Atmus to incur increased costs. • Operations being subject to increasingly stringent environmental laws and regulations as well as to laws requiring cleanup of contaminated property.
Risks Related to Cybersecurity and Information Technology Infrastructure • Potential system or data security breaches or other disruptions. • Dependence on information technology infrastructure and assets that are increasing in complexity.
Risks Related to Macroeconomic and Geopolitical Conditions • Increased tariffs or the imposition of other barriers to international trade. • Political, economic, and social uncertainty in geographies where Atmus has significant operations or large offerings of products. • Uncertain worldwide and regional market and economic conditions.
Risks Related to Atmus’ Relationship with Cummins • Potential failure of performance by Atmus or Cummins under transaction agreements executed as part of the Separation. • Potential indemnification liabilities to Cummins pursuant to the Separation Agreement. • Potential indemnification from Cummins may be insufficient to insure Atmus against the full amount of such liabilities; • Terms from unaffiliated third parties may have been better than what Atmus received in agreements with Cummins; Risks Related to Atmus’ Capital Structure • Changes in capital and credit markets. • Substantial indebtedness consisting of Atmus’ term loan and revolving credit facility, which may impact Atmus' ability to service all its indebtedness and react to changes in the industry. • Substantially all Atmus' assets pledged as security for its term loan and revolving credit facility.
Risks Related to Ownership of Atmus Common Stock • Fluctuations in the price of Atmus common stock. • Atmus’ stock repurchase program may be suspended or terminated at any time. • No guarantee of the payment, timing or amount of any dividend. • Applicable laws and regulations, provisions of Atmus' amended and restated certificate of incorporation and Atmus' bylaws and certain contractual rights granted to Cummins that may discourage takeover attempts and business combinations that stockholders might consider in their best interests. • The designation of the Court of Chancery in the State of Delaware and the federal district courts for the District of Delaware as exclusive forums provision in Atmus’ amended and restated certificate of incorporation. • Atmus’ historical consolidated financial statements are not necessarily representative of the results that would have been achieved as a standalone company.
Risks Related to Our Business Operations We have significant customer concentration, with Cummins, PACCAR and the Traton Group respectively accounting for approximately 17.6% , 16.5% and 12.2% of our net sales for the year ended December 31, 2024.
For the year ended December 31, 2024, net sales to Cummins accounted for approximately 17.6% of our net sales.
Sales to Cummins joint ventures and to distributors that Cummins has a relationship also account for a portion of our net sales.
In the future, we expect that Cummins will continue to seek competitive bids for new filtration products and, while we will have a preferred supplier relationship with Cummins, we will have to successfully win bids through Cummins’ bidding process in order to maintain or grow our current level of sales to Cummins and cannot guarantee that Cummins will always select our products.
For the year ended December 31, 2024, net sales to PACCAR and the Traton Group accounted for approximately 16.5% and 12.2%, respectively, of our net sales.
For the year ended December 31, 2024, we recognized $34.3 million of equity, royalty and interest income from investees, compared to $33.6 million for the year ended December 31, 2023 and $28.0 million for the year ended December 31, 2022.
Of these amounts, $21.8 million, $21.5 million and $17.1 million, respectively, were from our joint venture in India — FFPL.
Although a significant percentage of our net income is derived from these unconsolidated entities (which were approximately 18.5% for the year ended December 31, 2024, approximately 19.6% for the year ended December 31, 2023 and 16.4% for the year ended December 31, 2022, of which approximately 11.7%, approximately 12.6% and approximately 10.0% were from FFPL for the year ended December 31, 2024, 2023 and 2022, respectively), we do not unilaterally control their management or their operations, which puts a substantial portion of our net income and cash flow through dividend payments at risk from the actions or inactions of these entities.
In addition, certain competitors may have a competitive advantage in these new markets and if they are able to successfully develop a product before we do, they could reach the market before we do or gain broader market acceptance.
Moreover, on November 15, 2019, Cummins, our largest customer, established a new set of goals for 2030 as part of its environmental sustainability strategy and since then has continued to implement such strategy to make progress towards its target of reaching carbon neutrality in its products and operations by 2050.
Among Cummins’ new goals for 2030 is reducing its Scope 3 absolute lifetime GHG emissions from newly sold products, and partnering with its customers to reduce its indirect GHG emissions from its products.
As a result of these risks, and as we have seen OEMs begin to invest heavily in these new technologies and launch new non internal combustion engines, we have been working, and continue to work, to expand our product offerings across industries and application types, including electric powertrain, hydrogen internal combustion engines and fuel cells, among others.
We rely on our executive leadership team and other key personnel as a critical part of our human capital resources.
We depend on the skills, institutional knowledge, working relationships and continued services and contributions of key personnel, including our executive leadership team, as critical parts of our human capital resources.
In addition, our ability to achieve our operating and strategic goals depends on our ability to identify, hire, train and retain qualified individuals.
In particular, our continued success will depend in part on our ability to retain the talents and dedication of key employees.
As of December 31, 2024, we employed approximately 350 total technical employees.
As of December 31, 2024, 47% of our technical employees were employed outside the United States, in India, China and France, many of whom we consider key employees.
If enough key employees terminate their employment or become ill or otherwise cannot work, our business activities may be adversely affected and our management team’s attention may be diverted.
In addition, we may not be able to locate suitable replacements for any key employees who leave.
We are actively evaluating potential strategic acquisitions or investment opportunities and consider divestitures of non-strategic business lines, and the filtration business has historically pursued and undertaken certain of those opportunities.
For example, in 1987 and 1994, our filtration business established our joint ventures in India and China, respectively, for our entry into those two markets, and has continued to explore additional joint ventures since then.
Factors that can cause us to not realize expected benefits or execute our plans for productivity improvements include, but are not limited to, unanticipated costs or complications resulting from the Separation, unforeseen complications arising from leveraging existing filtration technology to new industries, global commodities pricing and availability, manufacturing costs and delays, inflationary pressures and labor availability.
As of December 31, 2024, we employed approximately 4,500 persons worldwide.
As of December 31, 2024, approximately 53% of our employees worldwide were represented by various unions under collective bargaining agreements.
Among these collective bargaining agreements, those for the employees in Mexico, Brazil and France are renewed annually after compensation negotiations, while the collective bargaining agreement for the Cookeville, Tennessee plant typically has a four- to five-year term.
Collective bargaining for Brazil Annual Profit Sharing will take place on February 19, 2025.
Annual term collective bargaining for Mexico and France were recently successfully completed.
These collective bargaining agreements have terms that will expire between December 2025 and February 2026.
Contract negotiations at the Cookeville, Tennessee plant took place in February of 2024 resulting in a new four year contract that will expire at the end of its four year term on February 29, 2028.
While we have no reason to believe that we will be materially impacted by work stoppages or other labor matters, there can be no assurance that future issues with our labor unions will be resolved favorably or that we will not encounter future strikes, work stoppages, or other types of conflicts with labor unions or our employees.
For example, during periodic collective bargaining in 2020, the United Auto Workers union representing manufacturing employees at the Cookeville, Tennessee site conducted a strike for six weeks after failing to accept modified terms and conditions offered.
Economies around the world have also generally seen significant inflationary pressures since 2021.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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