STOCK TITAN

Cummins (NYSE: CMI) legal chief awarded shares, withholds stock for taxes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cummins Inc. VP and Chief Legal Officer John O. Gaidoo reported equity transactions in company common stock.

On March 1, 2026, he acquired 1,296 and 352 shares as stock awards at no cost, then disposed of 130 and 380 shares through share withholding at $583.87 per share to satisfy tax liabilities on earned performance shares. After these transactions he directly held 3,083.962 shares, plus an additional indirect interest of 36.264 shares through the company 401(k) plan, where the exact share count is based on a unitized Cummins Stock Fund.

Positive

  • None.

Negative

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Insider Gaidoo John O
Role VP and Chief Legal Officer
Type Security Shares Price Value
Grant/Award Common 1,296 $0.00 --
Grant/Award Common 352 $0.00 --
Tax Withholding Common 130 $583.87 $76K
Tax Withholding Common 380 $583.87 $222K
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: Common — 3,241.962 shares (Direct); Stock Option (Right-to-Buy) — 750 shares (Direct); Common — 36.264 shares (Indirect, By 401(k) Plan)
Footnotes (1)
  1. Shares withheld to satisfy tax liabilities relating to earned performance shares. 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.
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)
03/01/2026
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 03/01/2026 A 1,296 A $0.0000 3,241.962 D
Common 03/01/2026 A 352 A $0.0000 3,593.962 D
Common 03/01/2026 F(1) 130 D $583.87 3,463.962 D
Common 03/01/2026 F(1) 380 D $583.87 3,083.962 D
Common 36.264(2) 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) $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. Shares withheld to satisfy tax liabilities relating to earned performance shares.
2. 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 03/03/2026
** 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 stock awards and tax-related share withholding for John O. Gaidoo. He received awards of 1,296 and 352 common shares at no cost, and 130 and 380 shares were withheld at $583.87 per share to cover tax liabilities on earned performance shares.

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

After the reported transactions, John O. Gaidoo directly held 3,083.962 Cummins shares. He also had an indirect interest equivalent to 36.264 shares through the Cummins Stock Fund in the company’s 401(k) plan, which is a unitized mix of common stock and cash.

Were John O. Gaidoo’s Cummins (CMI) share disposals open-market sales?

The reported disposals were tax-withholding transactions, not open-market sales. A total of 130 and 380 shares of common stock were withheld at $583.87 per share to satisfy tax liabilities associated with earned performance share awards, according to the disclosure footnote.

What type of equity awards did Cummins (CMI) grant to John O. Gaidoo?

John O. Gaidoo received common stock awards from Cummins. On March 1, 2026, he acquired 1,296 and 352 shares of Cummins common stock at a price of $0.00 per share, classified as grants or awards rather than open-market purchases.

How is John O. Gaidoo’s Cummins (CMI) 401(k) holding reported on the Form 4?

His 401(k) position is reported as an indirect ownership interest. The filing lists 36.264 shares based on the dollar value in the Cummins Stock Fund, a unitized account of about 98% common stock and 2% cash, so the exact underlying share count is not known.

Does John O. Gaidoo hold Cummins (CMI) stock options according to this Form 4?

The filing shows multiple Cummins stock option holdings for John O. Gaidoo. Non-transactional entries list direct holdings of stock options with share-equivalent amounts such as 750, 430, 190, and 860, reflecting existing option positions rather than new option exercises or grants.