Cummins (NYSE: CMI) legal chief exercises options, uses shares for tax

Rhea-AI Filing Summary

Cummins Inc. executive John O. Gaidoo, VP and Chief Legal Officer, reported option-related share movements. On February 13, 2026, he exercised 290 stock options at an exercise price of $109.09 per share, receiving 290 shares of common stock.

To cover the exercise price or related tax obligations, 132 common shares were disposed of in a tax-withholding transaction at a reported price of $601.01 per share, leaving him with 1,945.962 common shares held directly. He also has 36.264 common-share units through a company 401(k) stock fund, where the actual share count is based on a unitized account.

Insider Trade Summary

290 shares exercised/converted

Mixed 9 txns

Insider Gaidoo John O

Role VP and Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right-to-Buy)	290	$0.00	--
Exercise	Common	290	$109.09	$32K
Tax Withholding	Common	132	$601.01	$79K
holding	Stock Option (Right-to-Buy)	--	--	--
holding	Stock Option (Right-to-Buy)	--	--	--
holding	Stock Option (Right-to-Buy)	--	--	--
holding	Stock Option (Right-to-Buy)	--	--	--
holding	Stock Option (Right-to-Buy)	--	--	--
holding	Common	--	--	--

Holdings After Transaction: Stock Option (Right-to-Buy) — 0 shares (Direct); Common — 2,077.962 shares (Direct); Common — 36.264 shares (Indirect, By 401(k) Plan)

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).

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^*

Gaidoo John O

(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 and Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M		290	A	$109.09	2,077.962	D
Common	02/13/2026		F		132	D	$601.01	1,945.962	D
Common								36.264(1)	I	By 401(k) Plan

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)	$109.09	02/13/2026		M			290	04/04/2019	04/04/2026	Common	290	$0.0000	0.0000	D
Stock Option (Right-to-Buy)	$142.12							04/06/2023	04/06/2030	Common	750		750	D
Stock Option (Right-to-Buy)	$149.72							04/03/2020	04/03/2027	Common	190		190	D
Stock Option (Right-to-Buy)	$160.1							04/03/2021	04/03/2028	Common	430		430	D
Stock Option (Right-to-Buy)	$163.43							04/04/2022	04/04/2029	Common	860		860	D
Stock Option (Right-to-Buy)	$207.04							10/01/2023	10/01/2030	Common	860		860	D

Explanation of Responses:

1. The number of shares is based on the dollar value of the reporting person's interest in the Cummins Stock Fund under the Company's 401(k) plan as most recently provided by the plan. The actual number of shares underlying the interest is not known since the Cummins Stock Fund is a unitized account consisting of approximately 98% common stock and 2% cash or cash equivalents.

	/s/ Nicole Y. Lamb-Hale, Attorney-in-Fact	02/13/2026
	** 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.

FAQ

What insider transactions did Cummins (CMI) report for John O. Gaidoo?

Cummins reported that VP and Chief Legal Officer John O. Gaidoo exercised 290 stock options at $109.09 per share and received 290 common shares. In a related tax-withholding transaction, 132 common shares were disposed of at a reported price of $601.01 per share.

How many Cummins (CMI) shares does John O. Gaidoo own after these Form 4 transactions?

After the reported transactions, John O. Gaidoo beneficially owns 1,945.962 Cummins common shares directly. He also has an additional 36.264 units tied to the Cummins Stock Fund in the company’s 401(k) plan, which is a unitized account of mostly common stock.

What do the Form 4 transaction codes M and F mean for Cummins (CMI)?

Code M reflects the exercise or conversion of a derivative security, here 290 stock options converted into 290 Cummins common shares at $109.09. Code F indicates shares disposed of to pay the exercise price or related tax liability, involving 132 common shares at $601.01.

What derivative holdings does John O. Gaidoo report in Cummins (CMI) stock options?

The filing lists several outstanding Cummins stock option grants for John O. Gaidoo, including positions with exercise prices such as $142.12, $149.72, $160.1, $163.43, and $207.04, with remaining amounts like 750, 190, 430, 860 and 860 options held directly.

How is the Cummins (CMI) 401(k) stock position for John O. Gaidoo calculated?

His 401(k) position is reported as 36.264 units in the Cummins Stock Fund, based on the dollar value of his interest. The fund is a unitized account, approximately 98% Cummins common stock and 2% cash or cash equivalents, so the exact underlying share count is not specified.