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CMI: CFO Mark Smith converts 8,000 options to cash at $439.30

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Insider transactions at Cummins Inc. (CMI) show that Mark Andrew Smith, Vice President and Chief Financial Officer, executed offsetting option exercise and share sale transactions on 10/06/2025. He exercised 8,000 stock options with an exercise price of $142.12 (options granted 04/06/2023, expiring 04/06/2030), receiving 8,000 common shares. Simultaneously, he sold 8,000 common shares at a weighted-average price of $439.30, with individual sale prices reported in the range $439.00–$439.91. After these transactions, his beneficial ownership declined from 39,582 shares to 31,582 shares.

The Form 4 was signed by an attorney-in-fact on 10/08/2025. The filer checked the Rule 10b5-1 box indicating the sale may have been made pursuant to a written plan.

Positive

  • CFO realized cash by selling 8,000 shares at a weighted-average $439.30
  • Transactions disclosed promptly on Form 4 with explanatory price-range disclosure

Negative

  • Beneficial ownership declined by 8,000 shares from 39,582 to 31,582
  • Sale prices spanned a range ($439.00–$439.91), requiring additional detail for per-trade pricing

Insights

TL;DR: CFO exercised 8,000 options at $142.12 and sold 8,000 shares at ~$439.30.

The exercise of 8,000 options created immediate share issuance; the options carry a $142.12 strike and were exercisable after the 04/06/2023 grant, expiring on 04/06/2030. The transaction structure—exercise followed by sale—often converts compensation value into cash while realizing the spread between market price and strike.

Key dependency is the realized gross spread per share (~$297.18 using the weighted-average sale price) which determines taxable and cash outcomes for the reporting person; monitor future filings for additional option exercises or scheduled vesting through 04/06/2030.

TL;DR: Sale appears covered by a Rule 10b5-1 plan checkbox; sales occurred across a narrow price range.

The Form 4 indicates the Rule 10b5-1 plan box was checked, suggesting the sale may have been preplanned. The explanatory note states the sale occurred in multiple transactions at prices from $439.00 to $439.91, with a reported weighted-average of $439.30.

Compliance watchers should note the filing date 10/08/2025 and the stated availability of per-trade price details on request; if questions arise, the issuer or SEC staff can request the exact execution breakdown for the reported range.

Insider Smith Mark Andrew
Role VP - Chief Financial Officer
Sold 8,000 shs ($3.51M)
Type Security Shares Price Value
Exercise Stock Option (Right-to-Buy) 8,000 $0.00 --
Exercise Common 8,000 $142.12 $1.14M
Sale Common 8,000 $439.3002 $3.51M
Holdings After Transaction: Stock Option (Right-to-Buy) — 13,310 shares (Direct); Common — 39,582 shares (Direct)
Footnotes (1)
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Smith Mark Andrew
(Last) (First) (Middle)
500 JACKSON STREET
(Street)
COLUMBUS IN 47201
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CUMMINS INC [ CMI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP - Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common 10/06/2025 M 8,000 A $142.12 39,582 D
Common 10/06/2025 S 8,000 D $439.3002(1) 31,582 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right-to-Buy) $142.12 10/06/2025 M 8,000 04/06/2023 04/06/2030 Common 8,000 $0.0000 13,310 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $439.00 - $439.91. The reporting person undertakes to provide to Cummins Inc., any security holder of Cummins Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range indicated.
/s/ Nicole Y. Lamb-Hale, Attorney-in-Fact 10/08/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Cummins (CMI) CFO Mark Smith do on 10/06/2025?

He exercised 8,000 stock options at a $142.12 strike and sold 8,000 common shares at a weighted-average price of $439.30.

How many Cummins (CMI) shares does the reporting person own after the transaction?

The reporting person beneficially owned 31,582 shares following the transactions.

Were the sales under a 10b5-1 plan for Cummins (CMI)?

The Form 4 indicates the box for a Rule 10b5-1 plan was checked, suggesting the sale may have been made pursuant to a written plan.

What were the reported sale price details for the Cummins (CMI) share sales?

The seller reported a weighted-average sale price of $439.30, with individual trade prices ranging from $439.00 to $439.91.

When do the exercised options expire for the Cummins (CMI) transaction?

The exercised options were granted on 04/06/2023 and expire on 04/06/2030.