Gaidoo John O 4

What Happened

• John O. Gaidoo, Vice President and Chief Legal Officer of Cummins Inc. (CMI), exercised options to acquire 290 shares on 2026-02-13. The reported exercise price paid was $109.09 per share for a total cash outlay of $31,636.
• To cover tax withholding related to the exercise, 132 shares were surrendered/withheld (reported as a disposition under code F) valued at $601.01 per share, totaling $79,333. The filing also shows the derivative (the option) was converted/disposed in connection with the exercise. After withholding, the net shares retained from this transaction are 158 shares (290 acquired − 132 withheld).

Key Details

• Transaction date: 2026-02-13.
• Exercise: 290 shares exercised at $109.09 each; cash paid ~$31,636.
• Tax withholding: 132 shares withheld/disposed at ~$601.01 each; value ~$79,333.
• Net shares retained from the exercise: 158 shares.
• Shares owned after transaction: not reported in this filing.
• Footnote: F1 indicates the number of shares for the withholding is based on the dollar value of the reporting person’s interest in the Cummins Stock Fund under the company 401(k) plan; the exact underlying share count is approximate because the fund is unitized (~98% stock, ~2% cash).
• Timeliness: Filing lists the transaction and report date as 2026-02-13 (no late-filing flag shown).

Context

• This was an option exercise (transaction code M). The withholding of 132 shares to cover taxes is a common, routine post-exercise action (similar to a cashless exercise) and does not necessarily indicate a sale for cash-market reasons.
• The filing shows the derivative (option) was converted/removed as part of the exercise; the zero-dollar disposition line reflects that the option ceased to exist once exercised.