Form 8-K - Current report

0001921963FALSE00019219632024-07-182024-07-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

___________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 18, 2024

Atmus Filtration Technologies Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-41710						88-1611079
(State or other jurisdiction of incorporation or organization)			(Commission File Number)						(I.R.S. Employer Identification No.)
26 Century Boulevard Nashville, Tennessee						37214
(Address of Principal Executive Offices)						(Zip Code)

[phone]

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

ATMU

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐			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

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Item 8.01 Other Events.

On July 18, 2024, Atmus Filtration Technologies Inc. (the “Company”) issued a press release reporting that its Board of Directors declared a quarterly cash dividend payment of $0.05 per common share, payable on August 14, 2024 to shareholders of record at the close of business on August 1, 2024 and approved a stock repurchase program which authorizes the Company to purchase up to $150 million of its outstanding shares of common stock. Stock repurchases may be executed through open market or in privately negotiated transactions. The program does not have an expiration date and may be suspended or discontinued at any time. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are being filed as part of this Report.

Exhibit No.						Description
99.1						Press Release issued by Atmus Filtration Technologies Inc. on July 18, 2024.
104						Cover Page Interactive Data File (embedded with the Inline XBRL Document).

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SIGNATURE

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
Stephanie J. Disher
Chief Executive Officer

July 18, 2024

EXHIBIT 99.1

July 18, 2024

Atmus Filtration Technologies Announces Capital Return to Shareholders

NASHVILLE, Tenn. – Atmus Filtration Technologies Inc. (Atmus; NYSE: ATMU), a global leader in the filtration industry, announced today that its Board of Directors has declared its first quarterly cash dividend in the amount of $0.05 per common share, payable on August 14, 2024 to shareholders of record at the close of business on August 1, 2024. In addition, the Board of Directors has authorized a $150 million share repurchase program, effective immediately.

“We are pleased to announce this comprehensive capital return program as part of our ongoing commitment to strengthen total shareholder value,” said Steph Disher, Chief Executive Officer of Atmus. “The strong cash generation ability of our business allows us to deliver high quality solutions to our customers, invest in strategic growth initiatives and now return capital to shareholders.”

Under the share repurchase program, the Company's common shares may be repurchased in the open market or in privately negotiated transactions, at prices that the Company deems appropriate and subject to numerous factors, including share price, trading volume, general market conditions, applicable law and other factors deemed relevant by the Company. Open market repurchases will be conducted according to the limitations in Rule 10b-18 under the Securities Exchange Act of 1934, and applicable legal requirements. The repurchase program does not obligate the Company to repurchase any dollar amount or number of shares. The program does not have an expiration date and may be suspended or discontinued at any time. The Company expects to use cash generated by operations and cash on hand to fund repurchases under the program

About Atmus Filtration Technologies Inc.

Atmus Filtration Technologies Inc. is a global leader in filtration and media solutions. For more than 65 years, the company has combined its culture of innovation with a rich history of designing and manufacturing filtration solutions. With a presence on six continents, Atmus serves customers across truck, bus, agriculture, construction, mining, marine and power generation vehicle and equipment markets, along with providing comprehensive aftermarket support and solutions. Headquartered in Nashville, Tennessee (U.S.), Atmus employs approximately 4,500 people globally who are committed to creating a better future by protecting what is important. Learn more at https://www.atmus.com.

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Media Contacts

Investor relations:

Todd Chirillo

[e-mail]

Media relations:

Keri Moenssen

[e-mail]

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Cover	Jul. 18, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 18, 2024
Entity Registrant Name	Atmus Filtration Technologies Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41710
Entity Tax Identification Number	88-1611079
Entity Address, Address Line One	26 Century Boulevard
Entity Address, City or Town	Nashville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37214
City Area Code	615
Local Phone Number	514-7339
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	ATMU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001921963
Amendment Flag	false

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