Atmus Filtration Technologies Inc 10-Q for FY2026 Q2
Atmus Filtration Technologies Inc. (ATMU)
10-Q
2026-08-07
For: 2026-06-30
View Original
Added on
August 07, 2026
About this 10-Q
Atmus Filtration Technologies Inc filed this 10-Q on August 7, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $527.9M
- up 16.4% from $453.5M a year earlier
- Net income
- $63.9M
- up 6.7% from net income of $59.9M a year earlier
- Diluted EPS
- $0.78
- up 8.3% from $0.72 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 10-Q
___________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ______ to ______
Commission File Number: 001-41710
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices) | (Zip Code) | ||||
(615 ) 514-7339
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
x | Accelerated filer | o | |||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
At July 31, 2026, there were 81,595,527 shares of the registrant’s Common Stock outstanding.
ATMUS FILTRATION TECHNOLOGIES INC. AND SUBSIDIARIES
TABLE OF CONTENTS
| Page No. | ||||||||
| Part I - | FINANCIAL INFORMATION | |||||||
| Part II - | OTHER INFORMATION | |||||||
In this report, for all periods presented, “we,” “us,” “our,” the “Company” and “Atmus” refer to Atmus Filtration Technologies Inc. and its subsidiaries.
Part I - Financial Information
Item 1. Financial Statements
ATMUS FILTRATION TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME
(in millions, except per share data)
(Unaudited)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
NET SALES(a) | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| GROSS MARGIN | |||||||||||||||||||||||
| OPERATING EXPENSES AND INCOME | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Research, development and engineering expenses | |||||||||||||||||||||||
| Equity, royalty and interest income from investees | |||||||||||||||||||||||
| Intangible asset amortization | |||||||||||||||||||||||
| Other operating (income) expense, net | ( | ( | |||||||||||||||||||||
| OPERATING INCOME | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Other (expense) income, net | ( | ( | |||||||||||||||||||||
| INCOME BEFORE INCOME TAXES | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| NET INCOME | $ | $ | $ | $ | |||||||||||||||||||
| PER SHARE DATA: | |||||||||||||||||||||||
| Weighted-average shares for basic EPS | |||||||||||||||||||||||
| Weighted-average shares for diluted EPS | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
(a)Includes sales to related parties of $13.0 million and $26.8 million for the three and six months ended June 30, 2026, respectively compared with $14.8 million and $28.5 million for the three and six months ended June 30, 2025, respectively.
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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ATMUS FILTRATION TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions of U.S. dollars)
(Unaudited)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| NET INCOME | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||||||||
| Unrealized gain (loss) on derivatives | ( | ( | |||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||
| COMPREHENSIVE INCOME | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
2
ATMUS FILTRATION TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions of U.S. dollars, except share data)
(Unaudited)
| June 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Trade and other receivables, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Investments and advances related to equity method investees | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued compensation, benefits and retirement costs | |||||||||||
| Current portion of accrued product warranty | |||||||||||
| Current maturities of long-term debt | |||||||||||
| Other accrued expenses | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Accrued product warranty | |||||||||||
| Other liabilities | |||||||||||
| TOTAL LIABILITIES | |||||||||||
| Commitments and contingencies (Note 9) | |||||||||||
| EQUITY | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost ( | ( | ( | |||||||||
| TOTAL EQUITY | |||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | |||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
3
ATMUS FILTRATION TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions of U.S. dollars)
(Unaudited)
| For the Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to operating cash flows: | |||||||||||
| Depreciation and amortization | |||||||||||
| Deferred income taxes | |||||||||||
| Equity in income of investees, net of dividends | ( | ( | |||||||||
| Share-based compensation | |||||||||||
| Foreign currency remeasurement and transaction exposure | ( | ( | |||||||||
| Changes in current assets and liabilities: | |||||||||||
| Trade and other receivables | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other current assets | |||||||||||
| Accounts payable | ( | ||||||||||
| Other accrued expenses | ( | ( | |||||||||
| Changes in other liabilities | ( | ( | |||||||||
| Other, net | |||||||||||
| Net cash provided by operating activities | |||||||||||
| CASH USED IN INVESTING ACTIVITIES | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Acquisitions, net of cash acquired | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | |||||||||||
| Long-term debt proceeds, net of financing costs paid | |||||||||||
| Payments on long-term debt | ( | ( | |||||||||
| Repurchases of Common stock | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Withholding taxes paid on stock-based compensation | ( | ||||||||||
| Common stock issued | |||||||||||
| Other, net | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | |||||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | $ | |||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
4
ATMUS FILTRATION TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions of U.S. dollars)
(Unaudited)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Equity | ||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Balances at April 01, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
| Shares withheld for taxes on equity awards | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||
| Share-based awards | — | — | — | — | |||||||||||||||||||||||||||||||
| Common stock repurchased | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Common stock issued | — | — | — | — | |||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Balances at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Balances at January 01, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Shares withheld for taxes on equity awards | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||
| Share-based awards | — | — | — | — | |||||||||||||||||||||||||||||||
| Common stock repurchased | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Common stock issued | — | — | — | — | |||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Balances at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| Balances at April 01, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
| Share-based awards | — | — | — | — | |||||||||||||||||||||||||||||||
| Common stock repurchased | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| Balances at January 01, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
| Share-based awards | — | — | — | — | |||||||||||||||||||||||||||||||
| Common stock repurchased | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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ATMUS FILTRATION TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Estimates and Judgments
Preparation of financial statements requires management to make estimates and assumptions that affect reported amounts presented and disclosed in our interim Condensed Consolidated Financial Statements. Significant estimates and assumptions in these interim Condensed Consolidated Financial Statements require the exercise of judgment. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be different from these estimates.
Recent Accounting Pronouncements Not Yet Adopted
Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the consolidated financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The guidance is to be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. We expect this ASU to impact our disclosure with no impact to our results of operations, cash flows or financial condition.
Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal Use-Software
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Targeted Improvement to the Accounting for Internal-Use Software, which modernizes the accounting for software costs that are accounted for under ASC 350-40, Intangibles - Goodwill and Other Internal Use-Software. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. The guidance can be applied on a prospective basis, a modified basis, a modified basis for in-process projects or on retrospective basis. We are assessing the effect of this update on our consolidated financial statements and related disclosures.
NOTE 2. ACQUISITIONS
Koch Filter Corporation
On November 21, 2025, Atmus entered into a stock purchase agreement to acquire Koch Filter Corporation (“Koch Filter”). The transaction closed on January 7, 2026, whereby Atmus purchased all of the issued and outstanding shares of Koch Filter for approximately $455.0 million in cash at closing, net of working capital adjustments. Koch Filter is a U.S. manufacturer of essential air filtration solutions for various end-markets, including industrial and commercial HVAC, data centers, and power generation. Koch Filter provides Atmus a substantial platform for expanding into the industrial air filtration market. The acquired business is reported in
6
the Company’s Industrial Solutions segment, a reportable segment created with the acquisition of Koch Filter. Atmus incurred approximately $6.3 million of transaction-related expenses which were included in other operating expense, net in the Consolidated Statement of Income for the six months ended June 30, 2026.
The acquisition of Koch Filter was not material to Atmus’ results of operations; therefore pro forma operating results related to the acquisition are not presented as the results would not be materially different than the reported results.
As of June 30, 2026, the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:
| Total | |||||
| (in millions) | |||||
| Cash and cash equivalents | $ | ||||
| Trade and other receivables | |||||
| Inventories | |||||
| Prepaid expenses and other current assets | |||||
| Property, plant and equipment | |||||
| Operating lease right-of-use assets | |||||
| Intangible Assets | |||||
| Goodwill | |||||
| Total Acquired Assets | |||||
| Accounts payable | ( | ||||
| Current portion of operating lease liabilities | ( | ||||
| Other current liabilities | ( | ||||
| Long-term portion of operating lease liabilities | ( | ||||
| Net Assets acquired | $ | ||||
The acquired intangible assets and useful life are as follows:
| Total | Estimated Useful Life | ||||||||||
| (in millions) | (in years) | ||||||||||
| Trade names | $ | ||||||||||
| Customer relationships | |||||||||||
| Acquired intangible assets | $ | ||||||||||
Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired and arises principally as a result of expansion opportunities into industrial filtration markets. The goodwill is deductible for tax purposes. The purchase price allocation for Koch Filter is provisional as of June 30, 2026. The purchase price allocation, including the residual amount allocated to goodwill, are based on preliminary information and are subject to change as additional information concerning final asset and liability valuations are obtained and management completes its reassessment of the measurement period procedures. During the applicable measurement period, Atmus will adjust assets and liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities as of that date. The effect of any measurement period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the acquisition date. There were measurement period adjustments during the three months ended June 30, 2026 related to trade and other receivables and a change in the purchase price which resulted in a net decrease to goodwill of $1.2 million.
In determining the fair value of amounts related to Koch Filter, Atmus utilized various forms of income, cost and market approaches depending on the asset or liability being valued. The estimation of fair values required judgment related to future net cash flows, discount rates, customer attrition rates, competitive trends, market comparisons and other factors. As a result, Atmus utilized third-party valuation specialists to assist in
7
determining the fair value of certain assets. Inputs were generally determined by taking into account independent appraisals and historical data, supplemented by current and anticipated market conditions.
NOTE 3. REVENUE
Disaggregation of Revenue
Revenue by Geographic Area
The table below presents Atmus’ combined sales by geographic area. Net sales attributed to geographic areas were based on the location of the customer.
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Other international | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
NOTE 4. EQUITY, ROYALTY AND INTEREST INCOME FROM INVESTEES
Equity, royalty and interest income from investees, net of applicable taxes, was as follows:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Fleetguard Filters Pvt. Ltd. | $ | $ | $ | $ | |||||||||||||||||||
| Shanghai Fleetguard Filter Co. Ltd | |||||||||||||||||||||||
| Filtrum Fibretechnologies Pvt. Ltd | |||||||||||||||||||||||
| Atmus share of net income | |||||||||||||||||||||||
| Royalty and interest income | |||||||||||||||||||||||
| Equity, royalty and interest income from investees | $ | $ | $ | $ | |||||||||||||||||||
NOTE 5. INCOME TAXES
Atmus’ effective tax rate for the three and six months ended June 30, 2026, was 22.8 % and 22.0 % respectively. Atmus’ effective tax rate for the three and six months ended June 30, 2025, was 21.9 % and 21.6 % respectively. The increase in the effective tax rate is primarily attributable to discrete tax items from foreign tax filings, which is partially offset by a favorable change in the mix of earnings among tax jurisdictions. Atmus’ effective tax rate differs from the U.S. statutory rate primarily due to differences in rates applicable to foreign subsidiaries, withholding taxes and state income taxes.
The international tax framework introduced by the Organization for Economic Co-operation and Development under its Pillar Two initiative includes a global minimum tax of 15 percent. Legislation adopting these provisions has been enacted in certain jurisdictions where Atmus operates and was effective as of Atmus’ 2024 fiscal year. We will continue to assess this legislation and the Pillar Two provisions do not have a material impact on Atmus’ tax expense.
On July 4, 2025, the OBBBA was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Atmus has evaluated the OBBBA provisions and reflected the impact on the consolidated financial
8
statements. We will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.
NOTE 6. INVENTORIES
Inventories are stated at the lower of cost or net realizable value. Inventories included the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Finished products | $ | $ | |||||||||
| Work-in-process and raw materials | |||||||||||
| Inventories at FIFO cost | |||||||||||
| Excess of FIFO over LIFO | ( | ( | |||||||||
| Total inventories | $ | $ | |||||||||
NOTE 7. PRODUCT WARRANTY LIABILITY
A tabular reconciliation of the product warranty liability, including accrued product campaigns, was as follows:
| For the Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Balance, beginning of year | $ | $ | |||||||||
| Provision for base warranties issued | |||||||||||
| Payments made during period | ( | ( | |||||||||
| Changes in estimates for pre-existing product warranties | ( | ( | |||||||||
| Foreign currency translation and other | ( | ||||||||||
| Balance, end of period | $ | $ | |||||||||
Warranty liabilities included in Atmus’ Condensed Consolidated Balance Sheets were as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Current portion | $ | $ | |||||||||
| Long-term portion | |||||||||||
| Total | $ | $ | |||||||||
NOTE 8. DEBT AND BORROWING ARRANGEMENTS
On January 7, 2026, the Company entered into an Amended and Restated Credit Agreement (the “2026 Credit Agreement”) with a syndicate of banks. The 2026 Credit Agreement amended and restated the Company’s previously existing credit agreement, which provided for a $600 million term loan facility, of which approximately $570 million was outstanding as of the Closing Date, and a $400 million revolving credit facility. The 2026 Credit Agreement provides for a term loan facility of $1.0 billion and $500 million revolving credit facility, both of which mature on January 7, 2031. The term loan facility was drawn on fully for the amount of $1.0 billion and net of financing costs, we received proceeds of $995.6 million. Costs incurred with obtaining the term loan in the amount of $2.0 million are presented as a direct deduction from the carrying value of the debt. Cost incurred with obtaining the revolving credit facility in the amount of $1.5 million are capitalized in other assets. The amortization of financing costs is included in interest expense in the Consolidated Statements of Net Income. Non-capitalized costs incurred with obtaining the term loan were not material and expensed as incurred.
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Borrowings under the Credit Agreement bear interest at varying rates, depending on the type of loan and, in some cases, the rates of designated benchmarks and the applicable election made. Generally, U.S. dollar-denominated loans bear interest at an adjusted term Secured Overnight Financing Rate (“SOFR”) for the applicable interest period plus a rate ranging from 1.125 percent to 1.75 percent depending on Atmus’ net leverage ratio. As of June 30, 2026, $1.0 billion has been drawn on the term loan and no amount was drawn on the revolving credit facility. These amounts are included within Long-term debt on the Condensed Consolidated Balance Sheets. As of June 30, 2026, Atmus’ fair value of Long-term debt was approximately $1.0 billion, which was derived from Level 2 input measures. The revolving credit facility includes an allowance of up to $50.0 million for outstanding letters of credit drawn under the facility that reduces the availability of funds. As of June 30, 2026, no letters of credit were outstanding.
Our credit lines available and borrowings as of June 30, 2026 and December 31, 2025 include:
| As of June 30, 2026 | As of December 31, 2025 | ||||||||||||||||||||||
| Facility Amount | Borrowed Amount | Facility Amount | Borrowed Amount | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Credit facilities: | |||||||||||||||||||||||
| Term loan September 30, 2027 | $ | $ | $ | $ | |||||||||||||||||||
| Revolving credit facility September 30, 2027 | |||||||||||||||||||||||
Term loan January 7, 2031(a) | |||||||||||||||||||||||
Revolving credit facility January 7, 2031(a) | |||||||||||||||||||||||
| Unamortized deferred issuance costs | ( | ||||||||||||||||||||||
| Total Borrowings, net | $ | $ | |||||||||||||||||||||
(a)Atmus maintains a term loan facility and a revolving credit facility as part of the 2026 Credit Agreement. The 2026 Credit Agreement includes financial covenants that Atmus maintain certain net leverage, secured net leverage and interest coverage ratios. At June 30, 2026, Atmus was in compliance with all financial covenants under the Credit Agreement. The Credit Agreement also contains customary representations, events of default and covenants, including restrictions on the level of borrowing.
Over the next five years, aggregate principal maturities of our long-term debt are (in millions):
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
NOTE 9. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
The Company is subject to lawsuits and claims arising out of the ordinary course of its business. The Company does not have any currently pending lawsuits or claims that the Company believes, individually or in the aggregate, will have a material adverse effect on its financial position, results of operations, cash flows, liquidity or capital resources. The Company carries various forms of commercial, property and casualty, product liability and other forms of insurance; however, such insurance may not be applicable or adequate to cover the costs associated with a judgment against the Company with respect to any lawsuit, claim or proceeding. While the Company believes it has established adequate accruals for its expected future liability with respect to pending lawsuits, claims and proceedings, where the nature and extent of any such liability can be reasonably estimated based upon presently available information, there can be no assurance that the final resolution of any existing or future lawsuits, claims or proceedings will not have a material adverse effect on Atmus’ business, results of operations, financial condition or cash flows.
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Indemnifications
Periodically, Atmus enters various contractual arrangements where it agrees to indemnify a third-party against certain types of losses. Atmus regularly evaluates the probability of having to incur costs associated with these indemnities and accrue for expected losses that are probable. Because the indemnifications are not related to specified known liabilities, and due to their uncertain nature, Atmus is unable to estimate the maximum amount of the potential loss associated with these indemnifications.
NOTE 10. ACCUMULATED OTHER COMPREHENSIVE LOSS
Following are the changes in Accumulated other comprehensive (loss) income by component for the three and six months ended June 30, 2026 and June 30, 2025:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Currency translation adjustments: | |||||||||||||||||||||||
| Balance at beginning of period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Currency translation adjustments | ( | ||||||||||||||||||||||
| Other comprehensive income (loss), net | ( | ||||||||||||||||||||||
| Balance at end of period | ( | ( | ( | ( | |||||||||||||||||||
| Pensions and other benefit plans: | |||||||||||||||||||||||
| Balance at beginning of period | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Other comprehensive (loss) income, net | |||||||||||||||||||||||
| Balance at end of period | ( | ( | |||||||||||||||||||||
| Unrealized (loss) gain on derivatives: | |||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | ( | $ | ||||||||||||||||||
| Unrealized gain (loss) during period | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss), net | ( | ( | |||||||||||||||||||||
| Balance at end of period | ( | ( | |||||||||||||||||||||
| Accumulated other comprehensive loss: | |||||||||||||||||||||||
| Balance at beginning of period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Total other comprehensive income (loss), net | ( | ||||||||||||||||||||||
| Balance at end of period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
NOTE 11. SHARE REPURCHASE PROGRAM
Effective July 17, 2024, Atmus’ Board of Directors authorized a $150.0 million share repurchase program. The program does not have an expiration date and may be suspended or discontinued at any time. Repurchases under the program are determined by management and are wholly discretionary.
Since inception of the program, the Company repurchased approximately 2.3 million shares of Common stock at an average cost of $43.0 per share, or an aggregate cost of approximately $101.0 million. During the six months ended June 30, 2026, the Company repurchased approximately 0.4 million shares of Common stock at an average cost of $57.9 per share, or an aggregate cost of approximately $20.3 million, all of which was paid during the period. All share repurchases were funded through available cash on hand. As of June 30, 2026, the Company had approximately $49.0 million in remaining share repurchase capacity.
NOTE 12. EARNINGS PER SHARE
Basic net earnings per share (“EPS”) is computed by dividing net earnings by the weighted average number of outstanding common shares. Diluted net EPS reflects the increase in weighted common shares outstanding that would result from the assumed exercise of outstanding stock incentive plan awards calculated using the treasury stock method.
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Basic and diluted EPS were calculated as follows:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average shares for basic EPS | |||||||||||||||||||||||
| Plus incremental shares from assumed conversions of long-term incentive plan shares | |||||||||||||||||||||||
| Weighted-average shares for diluted EPS | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
NOTE 13. SEGMENT REPORTING
Atmus’ reportable operating segments consist of Power Solutions and Industrial Solutions. Each of the reportable segments is comprised of a singular operating segment. Atmus’ segments are organized based on the products and markets each segment serves.
The Power Solutions Segment consists of products for on-highway commercial vehicles and off-highway agriculture, construction, mining vehicles and equipment. Products include filters for fuel, lube, air, crankcase ventilation, hydraulics and coolants and other chemicals. The Industrial Solutions segment addresses commercial and industrial HVAC applications, and high-growth end markets including data centers, power generation and healthcare environments. Products include a broad portfolio of air filtration solutions.
The chief operating decision maker (“CODM”) is our Chief Executive Officer. The CODM assesses performance of each of our reportable operating segments and decides how to allocate resources based on segment earnings or losses before interest expense, income taxes, depreciation and amortization, and other selected items (“Segment Adjusted EBITDA”). Other selected items represent acquisition costs, costs associated with the integration of acquired businesses, and costs associated with becoming a standalone company. Segment amounts exclude certain corporate or unallocated expenses not specifically identifiable to segments.
The CODM uses Segment Adjusted EBITDA predominately in the annual budget and forecasting process. The CODM considers budget-to-actual in deciding whether to invest profit into a reportable operating segment or other entity initiatives, such as acquisitions, paying dividends, or share repurchases. The CODM also uses the profit or loss measure for determining compensation for certain employees.
We allocate certain common costs and expenses, primarily corporate functions, among segments differently than we would for stand-alone financial information prepared in accordance with GAAP. These include certain costs and expenses of shared services, such as, IT, human resources, legal and finance. Segment Adjusted EBITDA may not be consistent with measures used by other companies.
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Summarized segment operating results and other financial information is as follows:
| For the Three Months Ended June 30, 2026 | |||||||||||||||||
| (In millions) | Power Solutions | Industrial Solutions | Total | ||||||||||||||
| External Sales | $ | $ | $ | ||||||||||||||
| Cost of sales | |||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||
| Research, development and engineering expenses | |||||||||||||||||
| Equity, royalty and interest income from investees | |||||||||||||||||
Other expense (a) | |||||||||||||||||
Add back: Depreciation and amortization (b) | |||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | ||||||||||||||
| Reconciliation to Income before income taxes: | |||||||||||||||||
Corporate expenses (c) | $ | ||||||||||||||||
| Interest expense | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
| Segment Capital Expenditures | $ | $ | $ | ||||||||||||||
(a)Other expense includes Other operating (income) expense, net and Other (expense) income, net from our Condensed Consolidated Statements of Net Income.
(b)Depreciation and amortization are not considered significant segment expenses but are presented here to reconcile to Segment Adjusted EBITDA, the measure used by our CODM. The amount of depreciation and amortization disclosed by reportable segment is included within the cost of sales and selling, general and administrative expenses.
(c)Corporate expenses include $1.1 million of costs associated with the integration of Koch Filter.
| For the Six Months Ended June 30, 2026 | |||||||||||||||||
| (In millions) | Power Solutions | Industrial Solutions | Total | ||||||||||||||
| External Sales | $ | $ | $ | ||||||||||||||
| Cost of sales | |||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||
| Research, development and engineering expenses | |||||||||||||||||
| Equity, royalty and interest income from investees | |||||||||||||||||
Other expense(a) | |||||||||||||||||
Add back: Depreciation and amortization (b) | |||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | ||||||||||||||
| Reconciliation to Income before income taxes: | |||||||||||||||||
Corporate expenses (c) | $ | ||||||||||||||||
| Interest expense | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
| Segment Capital Expenditures | $ | $ | $ | ||||||||||||||
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(a)Other expense includes Other operating (income) expense, net and Other (expense) income, net from our Condensed Consolidated Statements of Net Income.
(b)Depreciation and amortization are not considered significant segment expenses but are presented here to reconcile to Segment Adjusted EBITDA, the measure used by our CODM. The amount of depreciation and amortization disclosed by reportable segment is included within the cost of sales and selling, general and administrative expenses.
(c)Corporate expenses include $8.5 million of costs associated with the acquisition and subsequent integration of Koch Filter.
| As of June 30, 2026 | |||||||||||||||||||||||
| (in millions) | Power Solutions | Industrial Solutions | Corporate and Unallocated | Total | |||||||||||||||||||
| Segment assets | $ | $ | $ | $ | |||||||||||||||||||
| Investments and advances related to equity method investees | $ | $ | $ | $ | |||||||||||||||||||
In Q1 2026 following the acquisition of Koch Filter, Atmus established the Industrial Solutions segment and changed the profit or loss measure to Segment Adjusted EBITDA. The segment operating results of the Industrial Solutions segment were immaterial for the three and six months ended June 30, 2025.
| For the Three Months Ended June 30, 2025 | |||||||||||||||||
| (In millions) | Power Solutions | Total | |||||||||||||||
| External Sales | $ | $ | |||||||||||||||
| Cost of sales | |||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||
| Research, development and engineering expenses | |||||||||||||||||
| Equity, royalty and interest income from investees | |||||||||||||||||
Other (income)(a) | ( | ||||||||||||||||
Add back: Depreciation and amortization (b) | |||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | |||||||||||||||
| Reconciliation to Income before income taxes: | |||||||||||||||||
Corporate expenses (c) | $ | ||||||||||||||||
| Interest expense | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
| Segment Capital Expenditures | $ | $ | |||||||||||||||
(a)Other (income) includes Other operating (income) expense, net and Other (expense) income, net from our Condensed Consolidated Statements of Net Income.
(b)Depreciation and amortization are not considered significant segment expenses but are presented here to reconcile to Segment Adjusted EBITDA, the measure used by our CODM. The amount of depreciation and amortization disclosed by reportable segment is included within the cost of sales and selling, general and administrative expenses.
(c)Corporate expenses include $2.5 million of one-time separation costs.
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| For the Six Months Ended June 30, 2025 | |||||||||||||||||
| (In millions) | Power Solutions | Total | |||||||||||||||
| External Sales | $ | $ | |||||||||||||||
| Cost of sales | $ | ||||||||||||||||
| Selling, general and administrative expenses | $ | ||||||||||||||||
| Research, development and engineering expenses | $ | ||||||||||||||||
| Equity, royalty and interest income from investees | $ | ||||||||||||||||
Other (income) (a) | $ | ( | |||||||||||||||
Add back: Depreciation and amortization (b) | $ | ||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | |||||||||||||||
| Reconciliation to Income before income taxes: | |||||||||||||||||
Corporate expenses (c) | $ | ||||||||||||||||
| Interest expense | $ | ||||||||||||||||
| Depreciation and amortization | $ | ||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
| Segment Capital Expenditures | $ | $ | |||||||||||||||
(a)Other (income) includes Other operating (income) expense, net and Other (expense) income, net from our Condensed Consolidated Statements of Net Income.
(b)Depreciation and amortization are not considered significant segment expenses but are presented here to reconcile to Segment Adjusted EBITDA, the measure used by our CODM. The amount of depreciation and amortization disclosed by reportable segment is included within the cost of sales and selling, general and administrative expenses.
(c)Corporate expenses include $11.8 million of one-time separation costs.
| As of June 30, 2025 | |||||||||||||||||||||||
| (in millions) | Power Solutions | Industrial Solutions | Corporate and Unallocated | Total | |||||||||||||||||||
| Segment assets | $ | $ | |||||||||||||||||||||
| Investments and advances related to equity method investees | $ | $ | |||||||||||||||||||||
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Revenue by Product Category
The table below presents Atmus’ combined sales by product category and reportable segment:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Power Solutions segment | |||||||||||||||||||||||||||||||||||
| Fuel | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Lube | |||||||||||||||||||||||||||||||||||
| Air | |||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Total Power Solutions segment | $ | $ | |||||||||||||||||||||||||||||||||
| Industrial Solutions segment | |||||||||||||||||||||||||||||||||||
| Air Filtration | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Total Industrial Solutions segment | |||||||||||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
NOTE 14. SUPPLEMENTAL BALANCE SHEET DATA
Trade and other receivables, net included in the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
Trade receivables | $ | $ | |||||||||
| Allowance for doubtful accounts | ( | ( | |||||||||
| Value-added tax receivables | |||||||||||
| Other receivables | |||||||||||
| Trade and other receivables, net | $ | $ | |||||||||
Other assets included the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Operating lease assets | $ | $ | |||||||||
| Deferred income taxes | |||||||||||
| Long-term receivables | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
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Other accrued expenses included the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Marketing accruals | $ | $ | |||||||||
Current portion of operating lease liabilities | |||||||||||
| Income taxes payable | |||||||||||
| Other taxes payable | |||||||||||
| Current portion of finance lease liabilities | |||||||||||
| Other | |||||||||||
| Other accrued expenses | $ | $ | |||||||||
Other liabilities included the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Long-term portion of operating lease liabilities | $ | $ | |||||||||
| Deferred income taxes | |||||||||||
Long-term income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
| Other liabilities | $ | $ | |||||||||
17
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The discussion and analysis presented below refers to and should be read in conjunction with the unaudited condensed consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q.
The following is our discussion and analysis of changes in our financial condition and results of operations for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including, without limitation, those that are based on current expectations, estimates and projections about the industries in which we operate and management’s views, plans, objectives, projections, beliefs and assumptions. Forward-looking statements may be identified by the use of words such as “anticipates,” “expects,” “forecasts,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “could,” “should,” “may” or words of similar meaning. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, the development of future operations, the impact of planned acquisitions and dispositions, our strategy for growth, product development activities, regulatory approvals, market position and expenditures. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which we refer to as “future factors,” which are difficult to predict. If the underlying assumptions prove inaccurate, or known or unknown risks or uncertainties materialize, our actual outcomes, results and financial condition may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Future factors and uncertainties include, but are not limited to:
•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;
•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;
•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;
18
•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;
•Potential system or data security breaches or other disruptions;
•Foreign currency exchange rate;
•Potential economic downturns that could cause the balances of recorded goodwill to decrease;
•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;
•Potential failure of performance by Atmus or Cummins under transaction agreements executed as part of the initial public offering;
•Terms from unaffiliated third parties may have been better than what Atmus received in agreements with Cummins;
•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; and
•Substantially all Atmus' assets pledged as security for its term loan and revolving credit facility.
Additional information about these future factors and the material factors or assumptions underlying such forward-looking statements may be found under the section entitled Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, as such factors may be updated from time to time in Atmus’ periodic filings with the Securities and Exchange Commission. It is not possible to predict or identify all such factors, and the risks described above should not be considered a complete statement of all potential risks and uncertainties.
Readers are urged to consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements made herein are made only as of the date hereof and we undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
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General Overview and Recent Developments
Company Overview
We are one of the global leaders of filtration products and solutions. Our reportable operating segments consist of Power Solutions and Industrial Solutions. The Power Solutions Segment consists of products for on-highway commercial vehicles and off-highway agriculture, construction, mining vehicles and equipment. We design and manufacture advanced filtration products, principally under the Fleetguard brand, that provide superior asset protection and enable lower emissions. We estimate that approximately 14% of our net sales in 2025 were generated through first-fit sales to OEMs, where our products are installed as components for new vehicles and equipment. We estimate that approximately 86% of our net sales in 2025 were generated in the aftermarket, where our products are installed as replacement or repair parts, leading to a strong recurring revenue base. The Industrial Solutions segment was created with the acquisition of Koch Filter on January 7, 2026. The Industrial Solutions segment addresses commercial and industrial HVAC applications, and high-growth end markets including data centers, power generation and healthcare environments. Products include a broad portfolio of air filtration solutions. Building on our more than 65-year history, we continue to grow and differentiate ourselves through our global footprint, comprehensive offering of premium products, technology leadership and multi-channel path to market.
Tariffs
During 2025, the United States announced changes to U.S. trade policy, including increasing tariffs on imports, in some cases significantly, and potentially negotiating or terminating existing trade agreements. The United States also indicated that tariffs may change and that additional measures are under consideration to be introduced. These tariff and tariff-related measures include potential impacts to the industry in which we operate and the commodities to which our products are exposed. These actions, along with corresponding retaliatory tariffs imposed by other countries on U.S. exports, have led to significant volatility and uncertainty in global demand in both aftermarket and first-fit. In response to these developments, we mitigated the cost impact on our business by employing the exemptions for which we were eligible, such as compliance under the United States-Mexico-Canada Agreement (“USMCA”), adjusting our supply chain, and implementing select price adjustments. In February of 2026, the U.S. Supreme Court held that tariffs imposed pursuant to the International Emergency Economic Powers Act (“IEEPA”) exceeded the statutory authority granted under that law. The ruling, however, did not address the timing, availability or extent of any refunds of previously paid tariffs. On March 4, 2026, the Court of International Trade ordered U.S. Customs and Border Protection to begin the refund process for all importers who were subject to IEEPA duties.
The ultimate outcome, timing and amount of any refund claims remain highly uncertain, and our ability to estimate the potential impact of tariffs and related trade policy developments is limited by the continually evolving tariff and trade policy environment. During the three and six months ended June 30, 2026, we received an immaterial amount of refunds related to IEEPA duties. We continue to evaluate the potential treatment of such refunds, including whether any portion should be returned to customers under applicable contractual terms and commercial arrangements. To the extent any such amounts are returned to customers, they could negatively impact revenue in the period recognized; however, based on information currently available, we expect the net impact on EBITDA to be substantially neutral. We will continue to monitor tariff and trade policy developments and evaluate opportunities to mitigate the impact of tariffs on our business, consolidated results of operations and financial condition.
Factors Affecting Our Performance
Our financial performance depends, in large part, on varying conditions in the markets we serve. Demand in these markets tends to fluctuate in response to overall economic conditions. Our revenues may also be impacted by customer inventory levels, production schedules, commodity prices, work stoppages and supply chain challenges. Economic downturns in markets we serve generally result in reduced sales of our products and can result in price reductions in certain products and/or markets. As a worldwide business, our operations are also affected by currency exchange rate changes, political and economic uncertainty (including tariffs and trade barriers), public health crises (epidemics or pandemics) and regulatory matters, including adoption and enforcement of environmental and emission standards in the countries we serve. Some of the more important factors affecting our performance are briefly discussed below.
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Market demand
Aftermarket demand remained soft in the first six months of 2026. We continue to be in a period of slow growth in global aftermarkets, and this trend is expected to continue for the remainder of 2026. First-fit demand continues to reflect depressed market conditions with recovery expected in the latter half of 2026.
Commodity prices, logistics costs, labor, inflation and foreign currency exchange rates
We have experienced general variability in direct material costs through the first six months of 2026, and various key commodities have been exposed to inflationary pressures. While the costs of our principal materials fluctuate, generally we believe there will continue to be an adequate supply of the materials we use and that they will broadly remain available.
Logistics and warehousing costs increased during the first six months of 2026, primarily due to macro-economic conditions and the transition to a standalone distribution network as part of our separation from Cummins Inc. (“Cummins”) into a standalone publicly traded company (the “Separation”). Our management team continues to monitor and evaluate all of the factors affecting our supply chain condition and the related impacts on our business and operations, and we continue to minimize any supply chain impacts to our business and to our customers.
Labor and people related costs have remained stable with increases primarily driven by annual merit and variable compensation programs.
Additionally, the appreciation of the U.S. dollar against certain foreign currencies had a favorable impact on our condensed consolidated results of operations in the first six months of 2026 due to translation impacts. We remain in a volatile currency environment and as such, there can be no assurances that this trend will continue for the remainder of 2026.
Standalone costs
In the historical periods following the Separation until the ending of the transition services agreement with Cummins in September 2025, we incurred additional costs associated with becoming a standalone public company. These expenses and capital expenditures primarily relate to the establishment of functions previously co-mingled with Cummins, such as information technologies, distribution centers, manufacturing and human resources. Under the transition services agreement, Cummins continued to provide certain services related primarily to administrative services. With the conclusion of this agreement, we do not expect to incur any additional one-time expenses or capital expenditures in 2026 or any future periods in connection with becoming a standalone public company.
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Results of Operations
Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025
| For the Three Months Ended June 30, | Favorable (Unfavorable) | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| NET SALES | $ | 527.9 | $ | 453.5 | $ | 74.4 | 16.4 | % | |||||||||||||||
| Cost of sales | 374.0 | 322.5 | (51.5) | (16.0) | % | ||||||||||||||||||
| GROSS MARGIN | 153.9 | 131.0 | 22.9 | 17.5 | % | ||||||||||||||||||
| OPERATING EXPENSES AND INCOME | |||||||||||||||||||||||
| Selling, general and administrative expenses | 51.7 | 46.1 | (5.6) | (12.1) | % | ||||||||||||||||||
| Research, development and engineering expenses | 9.8 | 10.7 | 0.9 | 8.4 | % | ||||||||||||||||||
| Equity, royalty and interest income from investees | 7.6 | 7.5 | 0.1 | 1.3 | % | ||||||||||||||||||
| Intangible asset amortization | 2.9 | — | 2.9 | NM | |||||||||||||||||||
| Other operating (income) expense, net | (0.1) | — | 0.1 | NM | |||||||||||||||||||
| OPERATING INCOME | 97.2 | 81.7 | 15.5 | 19.0 | % | ||||||||||||||||||
| Interest expense | 13.7 | 8.5 | (5.2) | (61.2) | % | ||||||||||||||||||
Other (expense) income, net | (0.7) | 3.5 | (4.2) | NM | |||||||||||||||||||
| INCOME BEFORE INCOME TAXES | 82.8 | 76.7 | 6.1 | 8.0 | % | ||||||||||||||||||
| Income tax expense | 18.9 | 16.8 | (2.1) | (12.5) | % | ||||||||||||||||||
| NET INCOME | $ | 63.9 | $ | 59.9 | $ | 4.0 | 6.7 | % | |||||||||||||||
| PER SHARE DATA: | |||||||||||||||||||||||
| Basic earnings per share | $ | 0.78 | $ | 0.73 | $ | 0.05 | 6.9 | % | |||||||||||||||
| Diluted earnings per share | $ | 0.78 | $ | 0.72 | $ | 0.06 | 8.3 | % | |||||||||||||||
“NM” - Not meaningful information
| For the Three Months Ended June 30, | Favorable (Unfavorable) | |||||||||||||||||||
| Percent of Net sales | 2026 | 2025 | Percentage Points | |||||||||||||||||
| Gross margin | 29.2% | 28.9% | 0.3 | |||||||||||||||||
| Selling, general and administrative expenses | 9.8% | 10.2% | 0.4 | |||||||||||||||||
| Research, development and engineering expenses | 1.9% | 2.4% | 0.5 | |||||||||||||||||
Net sales
Net sales were $527.9 million for the three months ended June 30, 2026, an increase of $74.4 million compared to $453.5 million for the three months ended June 30, 2025. The increase in Net sales was mainly due to incremental sales of $42.4 million recorded by Koch Filter, acquired in January 2026, favorable pricing of $12.9 million, favorable impacts of currency of $10.8 million and favorable volumes of $8.3 million. The favorable impact from pricing is primarily driven by normal pricing initiatives and select adjustments as a result of tariffs.
Gross margin
Gross margin was $153.9 million for the three months ended June 30, 2026, an increase of $22.9 million compared to $131.0 million for the three months ended June 30, 2025. The increase in Gross margin was mainly due to favorable pricing of $12.9 million as described above, incremental margin of $10.7 million recorded by Koch Filter, favorable impacts of currency of $3.6 million, favorable volumes of $2.9 million, and a $1.6 million decrease in one-time costs, partially offset by unfavorable manufacturing and other costs of $5.0 million, unfavorable material and freight costs of $3.2 million and an increase in warranty costs of $1.0 million.
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Gross margin as a percentage of Net sales was 29.2% for the three months ended June 30, 2026, an increase of 0.3% percentage points compared to 28.9% for the three months ended June 30, 2025. The increase in Gross margin as a percentage of Net sales was primarily driven by the items noted above and the incremental margins of Koch Filter, which resulted in an unfavorable impact on gross margin percentage.
Selling, general and administrative expenses
Selling, general and administrative expenses were $51.7 million for the three months ended June 30, 2026, an increase of $5.6 million compared to $46.1 million for the three months ended June 30, 2025. The increase was primarily driven by higher people-related and consulting expenses and an increase in amortization of internal-use software. Selling, general and administrative expenses as a percentage of Net sales were 9.8% for the three months ended June 30, 2026, a decrease of 0.4 percentage points compared to 10.2% for the three months ended June 30, 2025. The decrease in Selling, general and administrative expenses as a percentage of Net sales was primarily driven by the items noted above increasing at a lower rate in relation to the increase in Net sales.
Research, development and engineering expenses
Research, development and engineering expenses were $9.8 million for the three months ended June 30, 2026, a decrease of $0.9 million compared to $10.7 million for the three months ended June 30, 2025. The decrease was primarily due to timing of engineering projects. Research, development and engineering expenses as a percentage of Net sales were 1.9% for the three months ended June 30, 2026 a decrease of 0.5 percentage points compared to 2.4% for the three months ended June 30, 2025. The decrease in Research, development and engineering expenses as a percentage of Net Sales was mainly due to the items noted above.
Equity, royalty and interest income from Investees
Equity, royalty and interest income from investees was generally consistent for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Intangible asset amortization
Intangible asset amortization was $2.9 million for the three months ended June 30, 2026, an increase of $2.9 million compared to $0 for the three months ended June 30, 2025. The increase was due to the $2.9 million in amortization of intangible assets acquired in the Koch Filter acquisition.
Other operating (income) expense, net
Other operating (income) expense, net was generally consistent for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.
Interest expense
Interest expense was $13.7 million for the three months ended June 30, 2026, an increase of $5.2 million compared to $8.5 million for the three months ended June 30, 2025. The increase was primarily driven by the increased outstanding borrowings on our credit facility as additional borrowings were made in January 2026 for the Koch Filter acquisition.
Other (expense) income, net
Other (expense) income, net was $(0.7) million for the three months ended June 30, 2026, a decrease of $4.2 million compared to $3.5 million for the three months ended June 30, 2025. The decrease in Other (expense) income, net was primarily due to gains recognized in 2025 that did not recur and an increase in the net loss on foreign exchange rate hedging.
Income tax expense
Our effective tax rate for the three months ended June 30, 2026 was 22.8%, an increase of 0.9 percentage points compared to 21.9% for the three months ended June 30, 2025. The increase in the effective tax rate is
23
primarily attributable to discrete tax items from foreign tax filings, which is partially offset by a favorable change in the mix of earnings among tax jurisdictions.
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
| For the Six Months Ended June 30, | Favorable (Unfavorable) | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| NET SALES | $ | 1,005.4 | $ | 870.0 | $ | 135.4 | 15.6 | % | |||||||||||||||
| Cost of sales | 714.7 | 628.5 | (86.2) | (13.7) | % | ||||||||||||||||||
| GROSS MARGIN | 290.7 | 241.5 | 49.2 | 20.4 | % | ||||||||||||||||||
| OPERATING EXPENSES AND INCOME | |||||||||||||||||||||||
| Selling, general and administrative expenses | 102.7 | 92.0 | (10.7) | (11.6) | % | ||||||||||||||||||
| Research, development and engineering expenses | 17.9 | 19.8 | 1.9 | 9.6 | % | ||||||||||||||||||
| Equity, royalty and interest income from investees | 15.2 | 16.7 | (1.5) | (9.0) | % | ||||||||||||||||||
| Intangible asset amortization | 5.8 | — | 5.8 | NM | |||||||||||||||||||
| Other operating expense (income), net | 6.0 | (0.2) | 6.2 | NM | |||||||||||||||||||
| OPERATING INCOME | 173.5 | 146.6 | 26.9 | 18.3 | % | ||||||||||||||||||
| Interest expense | 27.8 | 16.9 | (10.9) | (64.5) | % | ||||||||||||||||||
| Other (expense) income, net | (1.7) | 3.8 | (5.5) | NM | |||||||||||||||||||
| INCOME BEFORE INCOME TAXES | 144.0 | 133.5 | 10.5 | 7.9 | % | ||||||||||||||||||
| Income tax expense | 31.7 | 28.9 | (2.8) | (9.7) | % | ||||||||||||||||||
| NET INCOME | $ | 112.3 | $ | 104.6 | $ | 7.7 | 7.4 | % | |||||||||||||||
| PER SHARE DATA: | |||||||||||||||||||||||
| Basic earnings per share | $ | 1.38 | $ | 1.27 | $ | 0.11 | 8.7 | % | |||||||||||||||
| Diluted earnings per share | $ | 1.37 | $ | 1.26 | $ | 0.11 | 8.7 | % | |||||||||||||||
“NM” - Not meaningful information
| For the Six Months Ended June 30, | Favorable (Unfavorable) | ||||||||||||||||
| Percent of Net sales | 2026 | 2025 | Percentage Points | ||||||||||||||
| Gross margin | 28.9% | 27.8% | 1.1 | ||||||||||||||
| Selling, general and administrative expenses | 10.2% | 10.6% | 0.4 | ||||||||||||||
| Research, development and engineering expenses | 1.8% | 2.3% | 0.5 | ||||||||||||||
Net Sales
Net sales were $1,005.4 million for the six months ended June 30, 2026, an increase of $135.4 million compared to $870.0 million for the six months ended June 30, 2025. The increase in Net sales was mainly due to incremental sales of $80.8 million recorded by Koch Filter, acquired in January 2026, favorable impacts of currency of $27.2 million, favorable pricing of $21.2 million, and favorable volumes of $6.2 million. The favorable impact from pricing is primarily driven by normal pricing initiatives and select adjustments as a result of tariffs.
Gross Margin
Gross margin was $290.7 million for the six months ended June 30, 2026, an increase of $49.2 million compared to $241.5 million for the six months ended June 30, 2025. The increase in Gross margin was mainly due to incremental margin of $21.7 million recorded by Koch Filter, favorable pricing of $21.2 million as described above, favorable impacts of currency of $9.2 million, a $7.7 million decrease in one-time separation costs, favorable volumes of $2.2 million, and a $2 million decrease in warranty costs, partially offset by unfavorable manufacturing and other costs of $5.8 million, $5.2 million of unfavorable material costs, and
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unfavorable logistics costs of $4.1 million. Gross margin as a percentage of Net sales was 28.9% for the six months ended June 30, 2026, an increase of 1.1 percentage points compared to 27.8% for the six months ended June 30, 2025. The increase in Gross margin as a percentage of Net sales was primarily driven by the items noted above, partially offset by the incremental margins of Koch Filter, which resulted in an unfavorable impact on gross margin percentage.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $102.7 million for the six months ended June 30, 2026, an increase of $10.7 million compared to $92.0 million for the six months ended June 30, 2025. The increase was primarily driven by higher people-related and consulting expenses and an increase in amortization of internal use software. Selling, general and administrative expenses as a percentage of Net sales were 10.2% for the six months ended June 30, 2026, a decrease of 0.4 percentage points compared to 10.6% for the six months ended June 30, 2025. The decrease in Selling, general and administrative expenses as a percentage of Net sales was primarily driven by the items noted above increasing at a lower rate in relation to the change in Net sales.
Research, development and engineering expenses
Research, development and engineering expenses were $17.9 million for the six months ended June 30, 2026, a decrease of $1.9 million compared to $19.8 million for the six months ended June 30, 2025. The decrease was primarily due to timing of engineering projects. Research, development and engineering expenses as a percentage of Net sales were 1.8% for the six months ended June 30, 2026 a decrease of 0.5% percentage points compared to 2.3% for the six months ended June 30, 2025. The decrease in Research, development and engineering expenses as a percentage of Net Sales was mainly due to the items noted above.
Equity, Royalty and Interest Income from Investees
Equity, royalty and interest income from investees was $15.2 million for the six months ended June 30, 2026, a decrease of $1.5 million compared to $16.7 million for the six months ended June 30, 2025. The decrease was primarily due to lower earnings from our joint ventures in India. These lower earnings were driven by a remeasurement of benefit obligations in India due to recent labor law changes.
Intangible asset amortization
Intangible asset amortization was $5.8 million for the six months ended June 30, 2026, an increase of $5.8 million compared to $0 for the six months ended June 30, 2025. The increase was due to the $5.8 million in amortization of intangible assets acquired in the Koch Filter acquisition.
Other Operating Expense (Income), Net
Other operating expense (income), net was $6.0 million for the six months ended June 30, 2026, an increase of $6.2 million compared to $(0.2) million for the six months ended June 30, 2025. The increase was primarily due to transaction costs of $6.3 million associated with the acquisition of Koch Filter.
Interest Expense
Interest expense was $27.8 million for the six months ended June 30, 2026, an increase of $10.9 million compared to $16.9 million for the six months ended June 30, 2025. The increase was primarily driven by the increased outstanding borrowings on our credit facility as additional borrowings were made in January 2026 for the Koch Filter acquisition.
Other (expense) income, net
Other (expense) income, net was $(1.7) million for the six months ended June 30, 2026, a decrease of $5.5 million compared to $3.8 million for the six months ended June 30, 2025. The decrease in Other (expense)
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income, net was due to gains recognized in 2025 that did not recur and an increase in the net loss on foreign exchange rate hedging.
Income Tax Expense
Our effective tax rate for the six months ended June 30, 2026 was 22.0%, an increase of 0.4 percentage points compared to 21.6% for the six months ended June 30, 2025. The increase in the effective tax rate is primarily attributable to discrete tax items from foreign tax filings, which is partially offset by a favorable change in the mix of earnings among tax jurisdictions. Our effective tax rate differs from the U.S. statutory rate primarily due to differences in rates applicable to foreign subsidiaries, withholding taxes and state income taxes.
Liquidity and Capital Resources
On January 7, 2026, we entered into an Amended and Restated Credit Agreement (the “2026 Credit Agreement”). Our facilities under the 2026 Credit Agreement provide for $1.5 billion in total availability, which includes a $1.0 billion term loan and a $500 million revolving credit facility. The term loan facility was drawn on fully for the amount of $1.0 billion with proceeds used to refinance the outstanding term loan facility and finance the acquisition of Koch Filter. As of June 30, 2026, we have outstanding borrowings of $1.0 billion on the term loan and no amount was drawn on the revolving credit facility. As a result, we had capacity under our revolving credit facility of $500.0 million as of June 30, 2026.
We believe that cash from operations and the facilities under the 2026 Credit Agreement will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures, future payments of our contractual tax and benefit plan obligations and payments for share repurchases and quarterly dividends in both the short and long term. Overall, we do not expect negative effects to our funding sources that would have a material effect on our liquidity. However, if a serious economic or credit market crisis ensues or other adverse development arises, it could have a material adverse effect on our liquidity, financial condition, results of operations and cash flows.
Our most significant ongoing short-term cash requirements relate primarily to funding operations (including expenditures for raw materials, labor, manufacturing and distribution, trade and promotions, advertising and marketing, tax liabilities, benefit plan obligations and lease expenses) as well as periodic expenditures for anticipated capital investments, shareholder returns (such as dividend payments and share repurchases), interest payments on our Long-term debt and supporting any future acquisitions.
Long-term cash requirements primarily relate to funding Long-term debt repayments and our long-term benefit plan obligations.
Cash Flow
Our management reviews our liquidity needs in determining any and all indebtedness options. We have the ability to access the capital markets and other sources of liquidity, which management believes are sufficient to allow us to manage our business and give us flexibility to meet our short- and long-term financial commitments. Our cash flow activity is noted below:
| For the Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
Net cash provided by operating activities | $ | 115.9 | $ | 73.1 | |||||||
| Net cash used in investing activities | (479.5) | (24.4) | |||||||||
Net cash provided by (used in) financing activities | 384.8 | (45.9) | |||||||||
Operating Cash Flow
Net cash provided by operating activities was $115.9 million for the six months ended June 30, 2026, an increase of $42.8 million compared to $73.1 million for the six months ended June 30, 2025. The increase was driven primarily by higher net income adjusted for non-cash items of $24.7 million and lower working capital requirements of $13.5 million. During the six months ended June 30, 2026, lower working capital requirements
26
resulted in a cash outflow of $27.8 million compared to a cash outflow of $41.3 million for the six months ended June 30, 2025. The lower working capital cash outflow for the six months ended June 30, 2026 was mainly due to higher accounts payable, partially offset by higher trade and other receivables and prepaid expenses and other current assets.
Dividends received from our unconsolidated equity investees were $6.2 million for the six months ended June 30, 2026. Dividends received from our unconsolidated equity investees were $5.7 million for the six months ended June 30, 2025.
Investing Cash Flow
Net cash used in investing activities for the six months ended June 30, 2026 was primarily used for the $453.9 million acquisition of Koch Filter and capital expenditures. Net cash used in investing activities for the six months ended June 30, 2025 was primarily used for capital expenditures. Our capital expenditures were $25.6 million (of which approximately $1.3 million related to one-time integration capital expenditures) for the six months ended June 30, 2026 and $24.4 million (of which approximately $6.6 million related to one-time separation capital expenditures) for the six months ended June 30, 2025, corresponding to approximately 3% and 3% of Net sales for the six months ended June 30, 2026 and June 30, 2025, respectively.
Financing Cash Flow
Net cash provided by (used in) financing activities for the six months ended June 30, 2026 was $384.8 million compared to $(45.9) million for the six months ended June 30, 2025. Net cash provided by financing activities for the six months ended June 30, 2026 consisted of net debt proceeds of $995.6 million from our term loan, partially offset by payments made in the refinancing of our previous term loan of $570.0 million, withholding taxes paid on stock-based compensation, repurchases of common stock and dividends paid. Net cash used in financing activity for the six months ended June 30, 2025 consisted primarily of repurchases of common stock, dividends paid and payments made on our term loan.
Dividends
We paid dividends of $9.0 million in the first six months of 2026 and $8.3 million in the first six months of 2025. The first quarter 2026 dividend of $0.055 per share, declared on February 9, 2026 for shareholders of record as of February 20, 2026, was paid on March 4, 2026. The second quarter 2026 dividend of $0.055 per share, declared on May 13, 2026 for shareholders of record as of May 26, 2026, was paid on June 10, 2026. The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making.
We anticipate that the 2026 distributions will be characterized as dividends under the U.S. federal income tax rules. The final determination will be made on an IRS Form 1099-DIV we expect to issue early 2027.
Contractual Obligations
Our commitments consist of lease obligations for real estate and equipment. For more information regarding our lease obligations, see Note 9, Leases, to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, which provides a summary of our future minimum lease payments.
Debt
Our total debt was $998.3 million at June 30, 2026 and $570.0 million at December 31, 2025. At June 30, 2026, the weighted-average term of our outstanding long-term debt was 4.6 years. Refer to Note 8, Debt and Borrowing Arrangements, to the Condensed Consolidated Financial Statements for more information on our debt and debt covenants.
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Non-GAAP Measures
We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results and provide additional insight and transparency on how we evaluate our business. We use non-GAAP financial measures to budget, make operating and strategic decisions and evaluate our performance. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. We believe the non-GAAP measures should always be considered along with the related U.S. GAAP financial measures. We have provided the reconciliations between the U.S. GAAP and non-GAAP financial measures below, and we also discuss our underlying U.S. GAAP results throughout our Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-Q.
Our primary non-GAAP financial measures are listed below and reflect how we evaluate our current and prior-year operating results. As new events or circumstances arise, these definitions could change. When our definitions change, we provide the updated definitions and present the related non-GAAP historical results on a comparable basis.
•“EBITDA” is defined as earnings or losses before interest expense, income taxes, depreciation and amortization and “EBITDA margin” is defined as EBITDA as a percent of Net sales. We believe EBITDA and EBITDA margin are useful measures of our operating performance as they assist investors and debt holders in comparing our performance on a consistent basis without regard to financing methods, capital structure, income taxes or depreciation and amortization methods, which can vary significantly depending upon many factors. Additionally, we believe these metrics are widely used by investors, securities analysts, ratings agencies and others in our industry in evaluating performance.
•“Adjusted EBITDA” is defined as EBITDA after adding back certain one-time expenses, reflected in Cost of sales and Selling, general and administrative expenses, associated with becoming a standalone public company, transaction costs associated with the Koch Filter acquisition and costs related to the integration of Koch Filter and “Adjusted EBITDA margin” is defined as Adjusted EBITDA as a percent of Net sales. We believe Adjusted EBITDA and Adjusted EBITDA margin are useful measures of our operating performance as they allow investors and debt holders to compare our performance on a consistent basis without regard to one-time costs attributable to our becoming a standalone public company and costs associated with the acquisitions and integration of Koch Filter.
•“Adjusted earnings per share” is defined as diluted earnings per share (the most comparable U.S. GAAP financial measure) after adding back certain one-time expenses, reflected in Cost of sales and Selling, general and administrative expenses, associated with becoming a standalone public company, transaction costs associated with the Koch Filter acquisition, costs related to the integration of Koch Filter and amortization of the intangible assets acquired in the Koch Filter acquisition less the related tax impact of the same one-time expenses, acquisition and integration costs and amortization expense. We believe Adjusted earnings per share provides improved comparability of underlying operating results.
•“Free cash flow” is defined as cash flows provided by (used in) operating activities less capital expenditures and “Adjusted free cash flow” is defined as Free cash flow after adding back certain one-time capital expenditures and other separation costs associated with becoming a standalone public company, transaction costs associated with the Koch Filter acquisition and capital expenditures and other costs related to the integration of Koch Filter. We believe Free cash flow and Adjusted free cash flow are useful metrics used by management and investors to analyze our ability to service and repay debt and return value to shareholders.
The metrics defined above are not in accordance with, or alternatives for, U.S. GAAP financial measures and may not be consistent with measures used by other companies. The metrics should be considered supplemental data; however, the amounts included in the EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted earnings per share, Free cash flow and Adjusted free cash flow calculations are derived from amounts included in the consolidated statements of net income and cash flows. We do not
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consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are:
•such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
•such measures do not reflect changes in, or cash requirements for, our working capital needs;
•such measures do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and
•other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.
To properly and prudently evaluate our business, we encourage you to review the unaudited condensed consolidated financial statements included elsewhere in this report and not rely on a single financial measure to evaluate our business.
A reconciliation of Net income to EBITDA and Adjusted EBITDA is shown in the table below:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| NET INCOME | $ | 63.9 | $ | 59.9 | $ | 112.3 | $ | 104.6 | |||||||||||||||
| Plus: | |||||||||||||||||||||||
| Interest expense | 13.7 | 8.5 | 27.8 | 16.9 | |||||||||||||||||||
| Income tax expense | 18.9 | 16.8 | 31.7 | 28.9 | |||||||||||||||||||
| Depreciation and amortization | 11.5 | 7.4 | 23.3 | 14.6 | |||||||||||||||||||
| EBITDA (non-GAAP) | $ | 108.0 | $ | 92.6 | $ | 195.1 | $ | 165.0 | |||||||||||||||
| Plus: | |||||||||||||||||||||||
Acquisition costs(a) | $ | — | $ | — | $ | 6.3 | $ | — | |||||||||||||||
One-time integration costs(a) | 1.1 | — | 2.2 | — | |||||||||||||||||||
One-time separation costs(b) | — | 2.5 | — | 11.8 | |||||||||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 109.1 | $ | 95.1 | $ | 203.6 | $ | 176.8 | |||||||||||||||
| Net sales | $ | 527.9 | $ | 453.5 | $ | 1,005.4 | $ | 870.0 | |||||||||||||||
| Net income margin | 12.1 | % | 13.2 | % | 11.2 | % | 12.0 | % | |||||||||||||||
| EBITDA margin (non-GAAP) | 20.5 | % | 20.4 | % | 19.4 | % | 19.0 | % | |||||||||||||||
| Adjusted EBITDA margin (non-GAAP) | 20.7 | % | 21.0 | % | 20.3 | % | 20.3 | % | |||||||||||||||
(a)Primarily comprised of transaction costs associated with the Koch Filter acquisition and other Information Technology, Human Resources and manufacturing costs related to the integration of Koch Filter.
(b)Primarily comprised of one-time expenses related to Information Technology, warehousing, manufacturing and Human Resources separation costs.
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A reconciliation of Diluted earnings per share to Adjusted earnings per share is shown in the table below:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (per share) | |||||||||||||||||||||||
| Diluted earnings per share | $ | 0.78 | $ | 0.72 | $ | 1.37 | $ | 1.26 | |||||||||||||||
| Plus: | |||||||||||||||||||||||
Acquisition costs(a) | $ | — | $ | — | $ | 0.08 | $ | — | |||||||||||||||
One-time integration costs(a) | 0.01 | — | 0.03 | — | |||||||||||||||||||
One-time separation costs(b) | — | 0.03 | — | 0.14 | |||||||||||||||||||
Intangible asset amortization(c) | 0.04 | — | 0.07 | — | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
Tax impact of acquisition costs(a) | $ | — | $ | — | $ | 0.02 | $ | — | |||||||||||||||
Tax impact of one-time integration costs(a) | — | — | 0.01 | — | |||||||||||||||||||
Tax impact of one-time separation costs(b) | — | — | — | 0.03 | |||||||||||||||||||
Tax impact of intangible asset amortization(c) | 0.01 | — | 0.02 | — | |||||||||||||||||||
| Adjusted earnings per share | $ | 0.82 | $ | 0.75 | $ | 1.50 | $ | 1.37 | |||||||||||||||
(a)Primarily comprised of transaction costs associated with the Koch Filter acquisition and other Information Technology, Human Resources and manufacturing costs related to the integration of Koch Filter. The tax impact of acquisition and integration costs for the three and six months ended June 30, 2026, was $0.3 million and $1.9 million, respectively.
(b)Primarily comprised of one-time expenses related to Information Technology, warehousing, manufacturing and Human Resources separation costs and the related tax impact of those expenses. The tax impact of one-time separation costs for the three months and six months ended June 30, 2025, was $0.5 million and $2.6 million, respectively.
(c)Amortization expense of the intangible assets acquired in the Koch Filter acquisition were $2.9 million and $5.8 million for the three and six months ended June 30, 2026, respectively. The tax impact of the amortization expense for the three and six months ended June 30, 2026, was $0.7 million and $1.3 million, respectively.
A reconciliation of Net cash provided by operating activities to Free cash flow and Adjusted free cash flow is shown in the table below:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Cash provided by operating activities | $ | 77.8 | $ | 44.4 | $ | 115.9 | $ | 73.1 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Capital expenditures | 13.0 | 12.0 | 25.6 | 24.4 | |||||||||||||||||||
| Free cash flow (non-GAAP) | $ | 64.8 | $ | 32.4 | $ | 90.3 | $ | 48.7 | |||||||||||||||
| Plus: | |||||||||||||||||||||||
| Acquisition costs | $ | — | $ | — | $ | 6.3 | $ | — | |||||||||||||||
| One-time integration costs | 1.1 | — | 2.2 | — | |||||||||||||||||||
One-time capital expenditures(a) | 1.3 | 3.1 | 1.3 | 6.6 | |||||||||||||||||||
| Adjusted free cash flow (non-GAAP) | $ | 67.2 | $ | 35.5 | $ | 100.1 | $ | 55.3 | |||||||||||||||
(a)One-time capital expenditures for the three and six months ended June 30, 2026, are primarily comprised of expenditures associated with the integration of Koch Filter. One-time capital expenditures for the three and six months ended June 30, 2025, are primarily comprised of separation related expenditures.
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Critical Accounting Policies and Estimates
We prepare our condensed consolidated financial statements in conformity with U.S. GAAP. The preparation of our financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates and assumptions. Our critical accounting policies and estimates, which affect our more significant estimates and assumptions used in preparing our consolidated financial statements, are identified and described in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, except for the addition of the accounting policies set forth below.
Business Combinations
Accounting for acquisitions requires Atmus to recognize separately from goodwill the assets acquired and liabilities assumed at their acquisition date fair values. Goodwill is measured as the excess of the purchase price over the net amount allocated to the identifiable assets acquired and liabilities assumed. While management uses its best estimates and assumption to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, Atmus may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. The operating results generated by the acquired businesses are included in the Condensed Consolidated Statements of Net Income from their respective dates of acquisition. Acquisition related costs are expensed as incurred. See Note 2, Acquisitions for additional information.
Intangible Assets
Identifiable intangible assets include customer relationships and trade names acquired during business combinations. Identifiable intangible assets are amortized on a straight-line basis with estimated useful lives ranging from 15-20 years. See Note 2, Acquisitions for additional information.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Exchange Risk
As a result of our international business presence, we are exposed to foreign currency exchange rate risks. We transact business in foreign currencies and, as a result, our income and financial condition are exposed to movements in foreign currency exchange rates. This risk is closely monitored and managed through the use of financial derivative instruments. Financial derivatives are used by Atmus expressly for hedging purposes and under no circumstances are they used for speculative purposes. Substantially all of Atmus’ derivative contracts are subject to master netting arrangements, which provide the option to settle certain contracts on a net basis when they settle on the same day with the same currency. In addition, these arrangements provide for a net settlement of all contracts with a given counterparty in the event that the arrangement is terminated due to the occurrence of default or a termination event.
To minimize the income volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than the functional currency, Atmus enters into foreign currency forward contracts, which are considered economic hedges and are not designated as hedges for accounting purposes. The objective is to offset the gain or loss from remeasurement with the gain or loss from the fair market valuation of the forward contract.
The potential gain or loss in the fair value of our outstanding foreign currency contracts, assuming a hypothetical 10% fluctuation in the currencies of such contracts would be approximately $8.5 million. The sensitivity analysis of the effects of changes in foreign currency exchange rates assumes the notional value to remain constant for the next 12 months. The analysis ignores the impact of foreign exchange movements on our competitive position and potential changes in sales levels. Any change in the value of the contracts, real or hypothetical, would be significantly offset by an inverse change in the value of the underlying hedged items.
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Interest Rate Risk
Our interest rate risk relates primarily to our $1.0 billion term loan facility and our five-year $500.0 million revolving credit facility. Borrowings under these facilities would bear interest at varying rates, depending on the type of loan and, in some cases, the rates of designated benchmarks and the applicable election made by us. Generally, U.S. dollar-denominated loans would bear interest at an adjusted term SOFR for the applicable interest period plus a rate ranging from 1.125 percent to 1.75 percent depending on our net leverage ratio. Based on our outstanding borrowings at June 30, 2026, a 0.125% change in SOFR would have a $1.3 million annual impact on interest expense. Refer to Note 8, Debt and Borrowing Arrangements, to the Condensed Consolidated Financial Statements included in this report for further information.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
As required by Rule 13a-15(b) under the Exchange Act, management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2026. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of June 30, 2026.
Changes in Internal Control over Financial Reporting
The Company is in the process of implementing a broad, multi-year, technology transformation project to modernize enterprise resource planning, middleware and legacy systems to achieve better process efficiencies across customer service, merchandising, sourcing, payroll and accounting through the use of various solutions. There have been no material additional implementations during the quarter ended June 30, 2026. As the Company’s technology transformation project continues, the Company continues to emphasize the maintenance of effective internal controls and assessment of the design and operating effectiveness of key control activities throughout development and deployment of each phase and will evaluate as additional phases are deployed.
There were no other changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that materially affected, or were reasonably likely to materially affect, Atmus’ internal control over financial reporting during the quarter ended June 30, 2026.
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Part II - Other Information
Item 1. Legal Proceedings
For a discussion of legal proceedings, see Note 9, Commitments and Contingencies, to the Condensed Consolidated Financial Statements.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, except for the revision to the following risk factor as set forth below:
Increased tariffs or the imposition of other barriers to international trade could impact the cost of our products, demand for our products and our competitive position.
Changes to trade protection measures and import or export licensing requirements; the imposition of new, additional, or retaliatory tariffs, quotas, exchange controls, sanctions, trade barriers or other restrictions; and the withdrawal from or modification of trade agreements or the negotiation of new trade agreements, in countries where we operate, particularly in Mexico, Canada, China, and India, could impact the cost of our products, demand for our products and the competitive position of our products. Our largest global manufacturing facility is in San Luis Potosí, Mexico, and it supplies products to our U.S. and global markets. There can be no assurance that the consequences of these actions, given our global operations, will not have a material adverse effect upon our business, financial condition, results of operations or cash flows.
Since February 2025, the U.S. presidential administration has announced new and substantial tariff increases on imports to the United States from China, Mexico, Canada and India. Since then, various modifications, delays, and sector‑specific measures have been implemented, with further changes anticipated. These actions have prompted a variety of tariff responses by affected countries, which have the potential to affect our business. Several tariff announcements have been followed by temporary pauses and limited exemptions, such as the temporary exemption for goods entering the United States as qualifying goods under the United States‑Mexico‑Canada Agreement (“USMCA”), for which the majority of our products from Mexico for the U.S. market are certified compliant, or expected to be certified compliant. These exemptions may be reduced or eliminated in the future. On February 20, 2026, the U.S. Supreme Court held that tariffs imposed pursuant to the International Emergency Economic Powers Act (“IEEPA”) exceeded the statutory authority granted under that law but did not address potential refunds. On March 4, 2026, the Court of International Trade ordered U.S. Customs and Border Protection to begin the refund process for all importers who were subject to IEEPA duties. The situation continues to evolve, and therefore the ultimate availability, timing and amount of any potential refunds of these tariffs is highly uncertain.
Although the U.S. Supreme Court has held the tariffs imposed under the IEEPA are unlawful, ongoing trade disputes associated with other tariff measures, the uncertainty surrounding the legal basis of other tariff measures, and the potential escalation or reconfiguration of trade restrictions pose a significant risk to our business and could adversely affect our revenue and cost of goods sold. For instance, we have raised the prices of certain products in response to cost increases incurred on purchases of finished goods, other purchased components, and raw materials due to tariffs. The extent and duration of any tariffs and their resulting impact on general economic conditions and on our business remain uncertain and depend on a variety of factors, including negotiations between the United States and affected countries, judicial and legislative developments, exemptions or exclusions that may be granted, the availability and cost of alternative sources of supply, and demand for our products in affected markets. Further, actions we take to adapt to new tariffs or trade restrictions, including raising the prices of our products or shifting supply sourcing or production locations, may cause us to modify our operations, lose customers, experience increased costs, or forgo business opportunities.
33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
None.
Repurchase of Equity by the Company
Our stock repurchase activity for each of the three months in the quarter ended June 30, 2026 was:
| Issuer Purchases of Equity Securities | ||||||||||||||||||||||||||
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(a) | ||||||||||||||||||||||
| April 1-30, 2026 | — | $ | — | — | $ | 62.0 | ||||||||||||||||||||
| May 1-31, 2026 | 236,989 | 54.87 | 236,989 | 49.0 | ||||||||||||||||||||||
| June 1-30, 2026 | — | — | — | 49.0 | ||||||||||||||||||||||
| For the Quarter Ended June 30, 2026 | 236,989 | $ | 54.87 | 236,989 | ||||||||||||||||||||||
(a)Dollar values stated in millions.
On July 17, 2024, our Board of Directors authorized a $150 million share repurchase program. The program does not have an expiration date and may be suspended or discontinued at any time. Since the inception of the program, we repurchased approximately $101.0 million of Common stock pursuant to this authorization and as of June 30, 2026, we had approximately $49.0 million of share repurchase authorization remaining. See related information in Note 11, Share Repurchase Program. While not considered repurchases of shares, the Company does at times withhold shares that would otherwise be issued under stock-based awards to pay the related taxes for grants of stock-based awards that vested.
Item 5. Other Information
(c) 10b5-1 Trading Arrangements
34
Item 6. Exhibits
The following exhibits are either filed herewith or, if so indicated, incorporated by reference to the documents indicated in parentheses, which have previously been filed or furnished with the Securities and Exchange Commission.
| Exhibit No. | Description | |||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL Document). | |||||||
| * | Filed with this Quarterly Report on Form 10-Q are the following materials formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Net Income for the three and six months ended June 30, 2026 and 2025, (ii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025, (iii) the Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025, (v) the Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2026 and 2025, and (vi) Notes to Condensed Consolidated Financial Statements. | |||||||
35
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 thereunto duly authorized.
Atmus Filtration Technologies Inc.
By: | /s/ STEPHANIE J. DISHER | By: | /s/ JACK M. KIENZLER | |||||||||||||||||
Stephanie J. Disher | Jack M. Kienzler | |||||||||||||||||||
Chief Executive Officer and President | Senior Vice President, Chief Financial Officer and | |||||||||||||||||||
| (Principal Executive Officer) | Chief Accounting Officer | |||||||||||||||||||
| August 7, 2026 | (Principal Financial Officer) | |||||||||||||||||||
| August 7, 2026 | ||||||||||||||||||||
36
EXHIBIT 31.1
Certification
I, Stephanie J. Disher, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Atmus Filtration Technologies Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under out supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 7, 2026
| /s/ STEPHANIE J. DISHER | |||||
| Stephanie J. Disher | |||||
Chief Executive Officer and President | |||||
| (Principal Executive Officer) | |||||
EXHIBIT 31.2
Certification
I, Jack M. Kienzler, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Atmus Filtration Technologies Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under out supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 7, 2026
| /s/ JACK M. KIENZLER | |||||
| Jack M. Kienzler | |||||
Senior Vice President, Chief Financial Officer and Chief Accounting Officer | |||||
| (Principal Financial Officer) | |||||
EXHIBIT 32.1
CERTIFICATIONS OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephanie J. Disher, Chief Executive Officer of Atmus Filtration Technologies Inc. (“Atmus”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, Atmus’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, Atmus’ financial condition and results of operations.
| /s/ STEPHANIE J. DISHER | |||||
| Stephanie J. Disher | |||||
Chief Executive Officer and President | |||||
| August 7, 2026 | |||||
I, Jack M. Kienzler, Chief Financial Officer of Atmus Filtration Technologies Inc. (“Atmus”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, Atmus’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, Atmus’ financial condition and results of operations.
| /s/ JACK M. KIENZLER | |||||
| Jack M. Kienzler | |||||
Senior Vice President, Chief Financial Officer and Chief Accounting Officer | |||||
| August 7, 2026 | |||||
A signed original of these written statements required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Atmus Filtration Technologies Inc. and will be retained by Atmus Filtration Technologies Inc. and furnished to the Securities and Exchange Commission or its staff upon request.