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What changed in NCR Voyix Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of NCR Voyix Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+565 added−557 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in NCR Voyix Corp's 2025 10-K

565 paragraphs added · 557 removed · 392 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeAvailable Information The Company makes available through its website at https://investor.ncrvoyix.com, free of charge, the reports it files with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, definitive proxy statements on Schedule 14A and Current Reports on Form 8-K, and all amendments to such reports and schedules, as soon as reasonably practicable after these reports are electronically filed or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”).
Biggest changeFurther information regarding the risks and potential impacts of compliance with environmental laws and regulations is also included in Part I, Item 1A of this Report. 7 Table of Contents Available Information This Report, and other annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to these reports and other filings made with the SEC, whether filed or furnished pursuant to Section 13(a) and 15(d) of the Exchange Act, are available free of charge on our website at https://investor.ncrvoyix.com as soon as reasonably practicable after we electronically file or furnish them with the SEC.
On August 6, 2024, we announced our entry into a commercial agreement with Ennoconn Corporation (“Ennoconn”) to transition our self-checkout and point-of-sale hardware businesses to an outsourced design and manufacturing model, including the sale of certain assets relating to these businesses (the “Hardware Business Transition”).
On August 6, 2024, we announced our entry into a commercial agreement with Ennoconn Corporation (“Ennoconn”) to transition our self-checkout and point-of-sale hardware businesses to an outsourced design and manufacturing model (“ODM”), including the sale of certain assets relating to these businesses (the “Hardware Business Transition”).
The historical financial results of NCR Atleos are reflected as discontinued operations in the Company’s consolidated financial statements. On September 30, 2024, we completed the sale of our Digital Banking segment businesses (the “Digital Banking Sale”) to an affiliate of The Veritas Capital Fund VIII, L.P. (the “Buyer”).
The historical financial results of NCR Atleos are reflected as discontinued operations in our consolidated financial statements. We completed the sale of our Digital Banking segment businesses (the “Digital Banking Sale”) to an affiliate of The Veritas Capital Fund VIII, L.P. (the “Buyer”) on September 30, 2024.
Any actual or perceived failure to comply with these requirements may result in, among other things, private litigation, regulatory or governmental investigations, administrative enforcement actions, sanctions, civil and criminal liability, monetary penalties, and constraints on our ability to continue to operate our businesses.
Any actual or perceived failure to comply with these requirements may result in, among other things, private litigation, regulatory or governmental investigations, administrative enforcement actions, sanctions, civil and criminal liability, monetary penalties and constraints on our ability to operate our businesses.
Many of these regulations and laws are evolving and their applicability and scope, as interpreted by courts and regulators, remain uncertain.
Many of these regulations are evolving and their applicability and scope, as interpreted by courts and regulators, remain uncertain.
The purchase price for the transaction was $2.45 billion in cash, subject to a post-closing adjustment, as well as contingent consideration of up to an additional $100 million in cash upon the achievement of a specified return on the Buyer’s invested capital at the time of any future sale.
The purchase price for the Digital Banking Sale was $2.45 billion in cash, subject to a post-closing adjustment, as well as contingent consideration of up to an additional $100 million in cash upon the achievement of a specified return on the Buyer’s invested capital at the time of any future sale.
A detailed discussion of the regulatory and remedial environmental protection actions that impact the Company, including estimates regarding the potential financial impact of these matters, particularly the Fox River and Kalamazoo River matters, is included in Item 8 of Part II of this Report as part of Note 11, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements and is incorporated herein by reference.
A detailed discussion of the regulatory and remedial environmental protection actions that impact the Company, particularly the Fox River and Kalamazoo River matters, is included in Item 8 of Part II of this Report as part of Note 11, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements and is incorporated herein by reference.
For additional information about government regulation and laws applicable to our business, refer to the risks described in Part I, Item 1A of this Annual Report.
For additional information about government regulations applicable to our business, refer to the risks described in Part I, Item 1A of this Annual Report.
These regulations and laws involve a variety of matters, including privacy and information security, data and personal information protection, consumer protection laws, anti-corruption laws such as the United States Foreign Corrupt Practices Act and United Kingdom Bribery Act, employee matters, import and export controls, tax, and environmental sustainability (including climate change).
These regulations and laws involve a variety of matters, including privacy and information security, data protection, artificial intelligence (such as the EU Artificial Intelligence Act), consumer protection, anti-corruption (such as the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act), labor and employment, import and export controls, tax and environmental sustainability (including climate change).
In connection with the Spin-Off, the Company changed its name from NCR Corporation to NCR Voyix Corporation and our common stock began trading on the New York Stock Exchange under the stock symbol “VYX” on October 17, 2023. The Company retains no ownership interest in NCR Atleos.
In connection with the Spin-Off, we changed our name from NCR Corporation to NCR Voyix Corporation, and our common stock began trading on the New York Stock Exchange under the stock symbol “VYX” on October 17, 2023. We do not have any ownership interest in NCR Atleos.
Copies of our filings, specified exhibits and corporate governance materials are also available, free of charge by calling or writing to: NCR Voyix—Investor Relations 864 Spring Street NW Atlanta, GA 30308 Phone: 800-225-5627 E-Mail: investor.relations@ncrvoyix.com Website: https://investor.ncrvoyix.com The Company’s website, www.ncrvoyix.com, contains a significant amount of information about the Company, including financial and other information for investors.
Copies of our filings, specified exhibits and corporate governance materials are also available, free of charge by calling or writing to: NCR Voyix—Investor Relations 864 Spring Street NW Atlanta, GA 30308 Phone: 800-225-5627 E-Mail: investor.relations@ncrvoyix.com Website: https://investor.ncrvoyix.com 8 Table of Contents
Information regarding 5 Table of Contents the accounting and costs included in research and development activities is included in Note 1, “Basis of Presentation and Significant Accounting Policies”, of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report under “Research and Development Costs,” and is incorporated herein by reference.
Information regarding the accounting and costs included in research and development activities is included in Note 1, “Basis of Presentation and Significant Accounting Policies”, of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report under “Research and Development Costs,” and is incorporated herein by reference. 5 Table of Contents Intellectual Property Creating and protecting intellectual property is strategic to our business as a global, platform-powered leader in unified commerce for retailers and restaurants.
We anticipate that we will continue to have significant research and development expenditures in the future to provide a continuing flow of innovative, high-quality products and services and to help maintain and enhance our competitive position.
Our expenses for research and development were $155 million in 2025, $157 million in 2024, and $139 million in 2023. We anticipate that we will continue to have significant research and development expenditures in the future to support a continuous flow of innovative, high-quality products and services and to help maintain and enhance our competitive position.
As of December 31, 2024, we had nearly 14,000 full-time employees worldwide, with approximately 27% in the Asia Pacific and Japan region; 40% in the Europe, Middle East and Africa regions; 4% in the Americas, excluding the United States; and 29% in the United States. We also engage consultants and contractors as needed to supplement our permanent workforce.
As of December 31, 2025, we had nearly 13,500 full-time employees worldwide, with approximately 25% in the Asia Pacific region; 42% in the Europe, Middle East and Africa regions; 5% in the Americas, excluding the United States; and 28% in the United States. We also engage and may continue engaging, where needed, consultants and contractors to supplement our permanent workforce.
We offer end-to-end software, services and hardware solutions that meet the unique needs of retailers, depending on the size of their establishment and the industry in which they operate, ultimately driving operational efficiency, elevated customer experiences and enhanced service levels. • Restaurants - Our Restaurants segment is focused on serving restaurants and food service establishments of all sizes, including quick service, table service and fast casual restaurants.
We offer end-to-end solutions that meet the unique needs of retailers, depending on the size of their establishments and the complexity of their operations. Restaurants Our Restaurants segment is focused on serving restaurants and food service establishments including quick-service, table-service and fast casual restaurants of all sizes.
However, as we continue to transition our revenue mix towards more recurring software and services revenue, we expect that our sales will become more linear over time. Supply In most cases, there are a number of vendors providing the services and producing the parts and components that we utilize.
Quarterly results are also impacted by variability in the volume, timing and mix of sales. As our revenue mix transitions towards more recurring software and services revenue, we expect that revenue will be less volatile. Supply In most cases, there are a number of vendors providing the services and producing the parts and components that we utilize.
We have established a strong network of direct sales and indirect channel relationships, such as value-added resellers and systems integrators, that leverages our market-leading products and services to drive growth. Competition We compete with a diverse array of companies in the retail and restaurants industries in which we sell our portfolio of software, services, payments and hardware solutions.
We make strategic investments in new products, solutions, capabilities and market-leading services to maintain the competitiveness of our offerings. We have established a strong network of direct sales and indirect channel relationships, such as value-added resellers and systems integrators, that leverages our market-leading products and services to drive growth.
Such seasonality, as well as recurring annual cash-related items also cause our working capital cash flow requirements to vary from quarter to quarter depending on variability in the volume, timing and mix of sales. In addition, revenue in the third month of each quarter is typically higher than in the first and second months.
Seasonality Our sales have been historically seasonal, with lower revenue in the first half of each year and higher revenue in the second half of each year. Such seasonality, as well as the timing of recurring annual cash-related items may cause our working capital cash flow requirements to vary from quarter to quarter.
The competitive landscape varies by geographic area where we operate around the world, but common factors include product value and quality, total cost of ownership, industry expertise, end-to-end solution support, system integration capabilities, strategic alignment with the customers and service quality. We face a variety of competitors across all geographies in which we operate.
The competitive landscape can vary by geography, but common factors that impact our ability to compete include product value and quality, total cost of ownership, industry expertise, end-to-end solution support, system integration capabilities, strategic alignment with the customers and service quality. Our competitors vary by market segment, product, service offering and geographic area.
On October 16, 2023, we completed the spin-off of our ATM-focused business, which included our self-service banking, payments & network and telecommunications and technology businesses, into an independent publicly traded company, NCR Atleos Corporation (“NCR Atleos”), which was effected through a pro rata distribution of all outstanding shares of NCR Atleos common stock to holders of the Company’s common stock as of the close of business on October 2, 2023 (such transaction, the “Spin-Off”).
Recent Business Transactions On October 16, 2023, we completed the spin-off of our ATM-focused business, which included our self-service banking, payments & network, and telecommunications and technology businesses, into an independent publicly traded company, NCR Atleos Corporation and its consolidated subsidiaries (collectively hereinafter “NCR Atleos”).
Following the Hardware Business Transition, which we expect to complete during 2025, we will utilize Ennoconn as our single-source partner to supply and manufacture substantially all of our hardware products.
Historically, we have leveraged a global network of third-party partners to manufacture and assemble our hardware products. Following the Hardware Business Transition, we will utilize Ennoconn as our single-source partner to supply and manufacture substantially all of our hardware products, and we will sell hardware as a sales agent of Ennoconn.
Our competitors vary by market segment, product, service offering and geographic area. Key competitors include Aptos, Inc., Block Inc., Diebold Nixdorf, Inc., Fiserv Inc., Flooid, Fujitsu Limited, GK Software SE, Global Payments Inc., HP Inc., Lightspeed, Olo Inc., Oracle Corporation, PAR Technology Corporation, SAP SE, Toast, Inc., Toshiba Tec Corporation, among others.
Key competitors include Aptos, Inc., Block Inc., Diebold Nixdorf, Inc., Fiserv Inc., Flooid, Fujitsu Limited, GK Software SE, Global Payments Inc., HP Inc., Lightspeed, Olo Inc., Oracle Corporation, PAR Technology Corporation, Toast, Inc., Toshiba Tec Corporation and Qu, among others. Research and Development We remain focused on designing and developing solutions that anticipate our customers’ evolving needs and consumer preferences.
However, there are some services and components that are purchased from single sources due to price, quality, technology or other reasons. In the past, we have been able to obtain an adequate supply of raw materials and components for virtually all materials used in the production process.
In the past, we have been able to obtain an adequate supply of raw materials and components for virtually all materials used in the production process, and we currently believe that we will be able to obtain and maintain an adequate supply in the future.
Following the Digital Banking Sale, the Company manages and reports operations in two reportable segments – Retail and Restaurants. 1 Table of Contents • Retail - Our Retail segment is focused on serving enterprise and mid-market retailers across the Convenience Fuel Retail, Food Drug Mass Merchant (“FDMM”), and Department Specialty Retail industries.
Following the Spin-Off and Digital Banking Sale, we now manage and operate in two reportable segments: Retail and Restaurants. Retail Our Retail segment primarily serves enterprise and mid-market retailers in the convenience & fuel; grocery, drug & mass merchandise; and department & specialty retail industries.
We manage our workforce levels to align with our business strategy and management believes it has sufficient human capital to operate our businesses successfully. During fiscal 2024, our overall headcount decreased as we continued to execute on our strategy and improve organizational effectiveness.
We manage our workforce in alignment with our long-term business strategy, and management believes we have sufficient human capital to operate our businesses successfully.
For additional information regarding the potential impact of these relationships on our business operations, and regarding sources and availability of raw materials, refer to the risks described under “If third-party suppliers upon which we rely to manufacture our products and to supply key components necessary for our products and services are not able to fulfill our needs, our ability to timely bring our products to market could be affected” in Part I, Item 1A of this Annual Report.
For additional information regarding the potential impact of these relationships on our business operations and the risks surrounding the sources and availability of raw materials, refer to the risks described in “Part I—Item1A—Risk Factors” in this Report.
Sales and Marketing Leveraging our brand recognition and our global distribution network, we target both new and existing customers representing a wide variety of sizes, industries and geographies. We make strategic investments in new products, capabilities and market-leading services to maintain the competitiveness of our offering.
These add-on peripherals include, but are not limited to, kitchen display systems, printers and ordering kiosks, cash drawers, keyboards, handheld scanners and payment terminals. Sales and Marketing Leveraging our brand recognition and our global distribution network, we target both new and existing customers across a wide variety of sizes, industries and geographies.
We consider our “NCR Voyix” trademarks, as well as our other trademarks, to have significant value to us. Loss of our right to use “NCR Voyix” or our “NCR Voyix” trademark or failure to register that trademark could be material. We license intellectual property from third parties as we deem appropriate.
In addition to our own use, we license some of our intellectual property to third parties when we consider it to be in our interest. We also license certain intellectual property from others as we deem appropriate.
Our global field services team provides preventative maintenance and break fix services for our customer’s incidents that cannot be solved remotely by our customer support desk. • Connected Service Desk: Our 24/7 customer support desk service delivers ITIL-based services for both NCR Voyix and non-NCR Voyix technology, providing a single point-of-contact for service desk needs.
Our 24/7 customer support desk service delivers services based on the information technology infrastructure library framework for both our technology and third-party technology, in many cases providing a single point of contact for wall-to-wall store technology.
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Item 1. BUSINESS General NCR Voyix is a leading global provider of digital commerce solutions for retail stores and restaurants. Headquartered in Atlanta, Georgia with approximately 14,000 employees across 30 countries, we are a software and services-led technology provider of run-the-store and digital channel capabilities for retail and restaurants, serving businesses of all sizes.
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Item 1. BUSINESS Our Business NCR Voyix is a global platform-powered leader in unified commerce for shopping and dining, empowering customers to simplify transactions, optimize and scale operations and deliver superior experiences to customers through our modernized suite of microservices-based applications and comprehensive service offerings. We are headquartered in Atlanta, Georgia with approximately 13,500 employees across nearly 30 countries.
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Our platform, which runs in the cloud and includes microservices and application programming interfaces (“APIs”) that integrate with our customers’ systems, combines with our services and hardware offerings to enable end-to-end technology-based capabilities for our customers.
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The spin-off of NCR Atleos was effectuated through a pro rata distribution of all outstanding shares of NCR Atleos common stock to holders of our common stock as of the close of business on October 2, 2023 (the “Spin-Off”).
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Our offerings include platform-based software and services for retailers and restaurants, as well as payment acceptance solutions, multi-vendor connected device services, self-checkout (“SCO”) kiosks and related technologies, along with other self-service technologies.
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On January 8, 2026, we announced the commencement of the implementation phase of this new hardware model and began migrating certain aspects of our hardware business to Ennoconn.
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Our solutions are designed to meet the unique needs of retailers and restaurants, ranging from small and medium-sized businesses to multinational enterprises, enabling them to seamlessly transact and engage with their end customers while driving efficiencies within their operations.
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Our Strategy Our strategy is to advance our position as a platform-powered leader in unified commerce for shopping and dining at a time when consumer expectations for seamless, personalized and frictionless experiences continue to rise across both retail and restaurant environments. Today’s consumers expect to shop, order, pay and receive service effortlessly, whether online, in-store, curbside or through mobile channels.
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We are working with Ennoconn to implement the new hardware model, including the migration of aspects of our hardware business, and we expect the Hardware Business Transition to become effective during 2025. Operating Segments Prior to the Spin-Off, the Company managed and reported operations in the following segments: Retail, Hospitality, Digital Banking, Payments & Network, and Self-Service Banking.
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Consumers increasingly favor brands that deliver speed, consistency and convenience at every interaction. These heightened expectations have placed pressure on retailers and restaurants to modernize their operations and adopt technologies that can support real-time engagement and continuous innovation across digital and physical touchpoints.
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Subsequent to the Spin-Off, the Company managed and reported operations in three reportable segments – Retail, Restaurants (formerly reported as Hospitality), and Digital Banking.
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Guided by our mission to make the consumer experience seamless, we focus on delivering integrated, scalable solutions that enable restaurants and retailers to differentiate their brands and operate more efficiently in a rapidly evolving commerce landscape.
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Our FDMM customers include grocery stores, drug stores, and big box retailers.
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By combining hardware, software, services and payments into a unified suite of offerings, we aim to deliver to customers an end-to-end value proposition that is difficult to match. As the adoption of our platform and solutions accelerates, we intend to strengthen customer relationships, enhance recurring revenue streams and broaden monetization opportunities across our Voyix Commerce Platform.
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Our restaurant software solutions, including our platform and related technology, are designed to streamline order and transaction processing, increase consumer engagement, increase kitchen productivity, and reduce operating costs. Our end-to-end service offerings further support restaurant operations and differentiate us within the market.
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To achieve these goals, we are focused on: • Delivering a modern microservices‑based suite of software-as-a-solution ( “ SaaS ” ) solutions. We are transforming our legacy software portfolio into a streamlined suite of microservices‑based SaaS applications built on our cloud-based Voyix 1 Table of Contents Commerce Platform, leveraging AI tools to accelerate development.
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Corporate and Other includes income and expenses related to corporate functions that are not specifically attributable to any of our two individual reportable segments.
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This transformation enhances the scalability, flexibility and agility of our solutions, enabling us to innovate with speed and better meet the evolving needs of our retail and restaurant customers.
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In addition, Corporate and Other includes certain non-strategic businesses that are considered immaterial operating segment(s) and certain legacy ATM operations in foreign countries that are expected to transfer to NCR Atleos in 2025, as well as commercial agreements with NCR Atleos.
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Our enhanced SaaS solutions expand the breadth of products and services available to existing customers, while also increasing our ability to attract new customers and technology partners. • Expanding adoption of our integrated payment solutions.
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Following the strategic actions executed by the Company in 2024 to improve the balance sheet, streamline operations and improve cash flows, we are now focused on driving subscription-based (recurring) revenue and earnings growth through converting existing software customers to our platform and expanding their use of our proprietary cloud solutions, managed services and attached payment solutions, as well as signing new software and services customers to our platform.
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We have taken significant steps to develop and deploy end-to-end payments solutions that fully integrate into our platform and SaaS solutions, including expanding our card acceptance, processing and gateway capabilities. We intend to expand the geographic reach of these payments solutions and continue enhancing our payment acceptance capabilities, including, among others, commercial fuel transactions. • Scaling our differentiated services offerings.
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Our strategy is built on the following key pillars: • Focus on our customer needs . We encourage our employees to treat every customer as if they are our only customer. If we provide superior service and quality products than our competitors, we believe that our customers will be more likely to buy more from NCR Voyix.
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Our global services organization provides a comprehensive and scalable portfolio of services that differentiates us within the industries we serve. We plan to leverage this competitive advantage to deepen our relationships with existing software, hardware and services customers and to attract new customers, both domestically and internationally. • Investing in innovation to further expand our platform capabilities.
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We act as strategic advisors to our customers, helping them reshape and reinvent their business. This customer focus leads to increased access to higher level customer contacts, earlier entrance into the sales cycles, and additional opportunities for upselling and cross-selling software, services and payments to our existing customer base.
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We remain committed to delivering innovative solutions that enable our customers to adapt as consumer expectations rise and industries undergo transformation. In addition to our recent efforts to modernize our platform architecture, we have made significant progress in implementing our Hardware Business Transition, whereby hardware will become a vehicle with which to deliver our platform solutions.
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Our customer engagement teams consult with our clients to identify their most urgent business needs and to develop ROI-driven models with targeted delivery of additional software solutions or services for both new and existing customers. • Leverage our brand (and global distribution) to enhance our go-to-market.
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We intend to continue to expand the features, functionality and performance of our platform, including advancements in SaaS, payment acceptance, automation, data driven insights and service delivery. We are also leveraging AI to drive innovation, accelerate implementations and lower deployment costs.
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Following the Spin-Off, we rebranded from NCR to NCR Voyix, leveraging one of the best-known and respected brands in the industries we serve. We bring over 140 years of experience across restaurants and retail, and our brand represents our industry-specific expertise and longevity as enterprise technology experts.
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We believe these innovative efforts are essential to maintaining our competitive advantage, supporting long-term customer success and driving sustainable growth across our business. Operating Segments Prior to the Spin-Off and Digital Banking Sale, the Company operated a number of reportable segments: Retail, Hospitality, Digital Banking, Payments & Network and Self-Service Banking.
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We invest in our brand and go-to-market strategies with software-as-a-service (“SaaS”) and packaging solutions as all-in-one bundles designed around our platform, making it easier for our customers to buy and for our teams to sell.
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Our restaurant offerings are designed to deliver end-to-end solutions that streamline ordering and transacting, while assisting restaurant customers with managing and optimizing their operations.
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These investments enable us to maintain our strong competitive differentiation and significant equity in the global markets in which we operate. • Invest in innovative products and leading managed services.
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See “Note 5—Segment Information and Concentrations” of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for additional information about our segments, including revenues, operating expenses, operating income and a reconciliation of our segment results to income from operations.
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We invest in research and development to bring new solutions to market and elevate product quality and to enhance our platform, which enables our next-generation architecture, including our unique cloud-based point-of-sale and self-checkout solutions, and our bundled software solutions. Customer needs drive the investment in innovative proprietary solutions and partner integrations.
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Products and Services We are a platform-powered leader in unified commerce for shopping and dining, enabling retail and restaurant customers of all sizes to operate and scale at pace through our comprehensive suite of SaaS solutions.
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We also invest in our broad services offering including 24/7 service desks and hardware maintenance and installation, to provide both remote and on-site support throughout the year, including during critical holiday periods. • Allocate our capital strategically through a cost-disciplined approach to operations .
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We believe our offerings provide customers with: • A flexible and broad software portfolio that evolves with their business needs, • A unified management platform that enables customers to rapidly deploy better guest experiences across both digital and physical channels, • Secure and resilient protection in the cloud and at the edge, safeguarding operations and minimizing the impact of network or cloud interruptions, and • Intelligent management tools and advanced data insights that enable customers to optimize operations and increase profitability. 2 Table of Contents Our microservices-based SaaS applications are integrated into the Voyix Commerce Platform, offering retail and restaurant customers with modern and innovative solutions that evolve with the technology landscape and with the size and complexity of their business operations.
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We prioritize the allocation of capital to the prospects that provide the best opportunities to attract and retain customers, deliver long-term growth for the company and deliver strategic value for shareholders.
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These capabilities combine our flexible and intelligent commerce platform with our deep industry expertise and end-to-end payments and service offerings. Voyix Commerce Platform The software portfolio of our Voyix Commerce Platform enables retail and restaurant customers - from small operators to the largest international brands - to leverage our leading unified commerce solutions.
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Based on our strategy, we will prioritize maintaining a stable leverage ratio with ample liquidity, investments in our platform and related next-generation technology, and the repurchase of stock, including our Series A Convertible Preferred Stock and common stock. We may also pursue acquisitions and/or divestitures.
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Customers can operate “online” in the cloud, with capabilities such as loyalty, online ordering, payments and advanced analytics that utilize AI. In our customers’ physical locations, they can use localized applications including, among others, point-of-sale (“POS”), self-checkout (“SCO”), kitchen, fuel and other business-critical software.
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Similarly, we seek to be disciplined in our cost management through ongoing initiatives that benefit both our long-term relationships with our customers as well as our profitability targets through streamlining and simplifying our product offering, increasing process automation and workforce optimization. 2 Table of Contents Products and Services Platform & Edge • Platform.
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With our Voyix Edge application engine, customers can replace the traditional operating system stacks that normally would run these applications with a local modern microservices environment. This enables retail stores and restaurants to operate devices and applications in their physical locations with the speed and agility of online channels and provide local resiliency.
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Our cloud-native API platform powers an integrated in-store and digital solution for retail and restaurant customers. Our highly reliable and secure platform enables our customers to easily and efficiently manage their technology stacks, use data for more effective decision making, reduce the cost of IT efforts, and rapidly innovate and test new technology.
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The Voyix Commerce Platform also includes comprehensive cloud management services to operate and deploy applications across cloud and physical locations. The Voyix Commerce Platform includes a set of open platform enablers, each of which are foundational software services that are used by our SaaS applications.
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Designed to drive digital transformation and innovation at scale for retailers and restaurants, our platform provides our customers: ◦ A robust set of NCR Voyix software applications that are designed to be omnichannel and POS agnostic; ◦ A single source and access point for all operational data including real time transaction data; ◦ System integration across their entire in-store and digital technology stack including third parties; and ◦ Software components and APIs to more efficiently power and integrate their own software development efforts. • Edge.
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These open platform enablers are configurable to a customer’s requirements and integrate with customer and third-party systems. The platform architecture allows customers to access AI insights into near real-time business data, both in-store and from a remote location, to optimize promotional execution, predict downtime and minimize disruption.
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Edge is a modern software infrastructure for in-store applications (e.g POS, SCO). Edge enables retailers to run applications in physical stores with the agility and insight of digital channels. Retailers can make software changes across their estate in response to market and shopper behavior at a faster pace with lower cost.
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Our partner ecosystem allows customers and third-party developers to bidirectionally process data from their proprietary and third-party systems into the Voyix Commerce Platform using open application programming interfaces (“APIs”), enabling them to manage and control their operations from a centralized interface.
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Edge replaces traditional operating systems such as Microsoft Windows running on POS or SCO devices, using open container standards, and creates a zero-trust security environment. As well as critical systems such as POS, SCO and Kiosk, Edge is an enabler of network intensive applications on store servers, such as high bandwidth video analytics, AI, and real time fraud detection.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

201 edited+54 added−60 removed59 unchanged
Biggest changeRisks Associated with our Finance & Accounting • Our level of indebtedness could limit our financial and operating activities and adversely affect our ability to incur additional debt to fund future needs. • The terms of the documents governing our indebtedness include financial and other covenants that could restrict or limit our financial and business operations. • Despite our current levels of debt, we may still incur substantially more debt, including secured debt, and other liabilities, which would increase the risks described in these risk factors relating to indebtedness. • If we are unable to continue to access or renew financing sources and obtain capital, our ability to maintain and grow our business may be impaired. • Our cash flows may not be sufficient to service our indebtedness, and if we are unable to satisfy our obligations under our indebtedness, we may be required to seek other financing alternatives, which may not be successful. • Certain changes in control may result in an acceleration of our indebtedness or our obligations under other financing arrangements, or may require us to repurchase our senior unsecured notes or our Series A Convertible Preferred Stock. • A lowering or withdrawal of the ratings assigned to us or our debt securities by rating agencies may increase our future capital costs and reduce our access to capital. • We may be required to write down the value of certain significant assets, which would adversely affect our operating results. • Our failure to maintain effective internal control over financial reporting or our failure to remediate our material weaknesses in our internal control over financial reporting, could have a material adverse effect on our results of operations, financial condition and cash flows.
Biggest changeRisks Associated with our Finance & Accounting • The terms of the documents governing our indebtedness include financial and other covenants that could restrict or limit our financial and business operations, and adversely affect our ability to incur additional debt to fund future needs. • Our cash flows may not be sufficient to service our indebtedness, and if we are unable to satisfy our obligations under our indebtedness, we may be required to seek other financing alternatives, which may be unsuccessful. • A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future capital costs and reduce our access to capital. • We may be required to write down the value of certain significant assets, which would adversely affect our operating results. • If we fail to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, then such failure could have a material adverse effect on our results of operations, financial condition and cash flows.
In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws, and other similar laws.
Federal, state and local governments in the United States have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws and other similar laws.
If we are unable to maintain and update our information technology systems to meet the needs of our business, our business could be adversely impacted. We rely on our information technology systems and certain third-party systems to effectively operate our business.
If we are unable to maintain and update our information technology systems to meet the needs of our business, our business could be adversely impacted. We rely on our information technology systems and on certain third-party systems to effectively operate our business.
Our competitors may introduce superior products and services, successfully use and deploy new technologies such as artificial intelligence that may reduce customer demand for our products or services, reduce prices, have greater technical, marketing and other resources, have greater name recognition, have larger installed bases of customers, have well-established relationships with our current and potential customers, advertise aggressively or beat us to market with new products and services.
Our competitors may introduce superior products and services, successfully use and deploy new technologies such as artificial intelligence that may reduce customer demand for our offerings, reduce prices, have greater technical, marketing and other resources, have greater name recognition, have larger installed bases of customers, have well-established relationships with our current and potential customers, advertise aggressively or beat us to market with new products and services.
Changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where our products are manufactured or assembled or from where we import products or raw materials (either directly or through our suppliers) could have an impact on our competitive position, business operations and financial results.
Changes in laws, policies or treaties governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where our products are manufactured or assembled or from where we import products or raw materials (either directly or through our suppliers) could have an impact on our competitive position, business operations and financial results.
If we are unable to generate sufficient future taxable income, if there is a material change in the actual effective tax rates or if there is a change to the time period within which the underlying temporary differences become taxable or deductible, then we could be required to increase our valuation allowance against our deferred tax assets, which could result in a material increase in our effective tax rate.
If we are unable to generate sufficient future taxable income, if there is a material change in the actual effective tax rates or if there is a change to the time period within which the underlying temporary differences become taxable or deductible, then we may be required to increase our valuation allowance against our deferred tax assets, which could result in a material increase in our effective tax rate.
There can be no assurance that we will have sufficient financial resources, or will be able to arrange financing, to pay the repurchase price in cash with respect to any our senior unsecured notes or Series A Convertible Preferred Stock upon a change in control or scheduled redemption.
There can be no assurance that we will have sufficient financial resources, or be able to arrange financing to pay the repurchase price in cash with respect to any of our senior unsecured notes or Series A Convertible Preferred Stock upon a change in control or scheduled redemption.
Our current level of indebtedness could: • require us to dedicate a substantial portion of our cash flow to the payment of principal and interest, thereby reducing the funds available for operations and future business opportunities; • make it more difficult for us to satisfy our obligations with respect to our outstanding debt, including obligations to repurchase our senior unsecured notes under our indentures following the occurrence of certain changes in control; • limit our ability to borrow money or otherwise enter into financing arrangements that would provide us with additional capital if needed for other purposes, including working capital, capital expenditures, debt service requirements, acquisitions and general corporate purposes, on satisfactory terms or at all; • limit our ability to adjust to changing economic, business and competitive conditions; • place us at a competitive disadvantage with competitors who may have less indebtedness or greater access to financing or access to financing on preferential terms; • make us more vulnerable to an increase in interest rates, a downturn in our operating performance or a decline in general economic, business and other conditions; and • make us more susceptible to adverse changes in our credit ratings and those of our debt securities, which could impact our ability to obtain financing in the future and increase the cost of such financing.
Our current level of indebtedness could: • require us to dedicate a substantial portion of our cash flow to the payment of principal and interest, thereby reducing the funds available for operations and future business opportunities; 22 Table of Contents • make it more difficult for us to satisfy our obligations with respect to our outstanding debt, including obligations to repurchase our senior unsecured notes under our indentures following the occurrence of certain changes in control; • limit our ability to borrow money or otherwise enter into financing arrangements that would provide us with additional capital if needed for other purposes, including working capital, capital expenditures, debt service requirements, acquisitions and general corporate purposes, on satisfactory terms or at all; • limit our ability to adjust to changing economic, business and competitive conditions; • place us at a competitive disadvantage with competitors who may have less indebtedness or greater access to financing or access to financing on preferential terms; • make us more vulnerable to an increase in interest rates, a downturn in our operating performance or a decline in general economic, business and other conditions; and • make us more susceptible to adverse changes in our credit ratings and those of our debt securities, which could impact our ability to obtain financing in the future and increase the cost of such financing.
Our historical manufacturing activities subject us to environmental exposures. Certain of our facilities, properties and operations are subject to a wide range of environmental protection laws, and we have investigatory and remedial activities underway at a number of facilities that we currently own, or formerly owned or operated, to comply with such laws.
Our historical manufacturing activities subject us to environmental exposures. A number of our facilities, properties and operations are subject to a wide range of environmental protection laws, and we have investigatory and remedial activities underway at certain facilities relating to our historical operations that we currently own, or formerly owned or operated, to comply with such laws.
Any such actions, particularly to the extent we were found to have engaged in violations or otherwise liable for damages, could result in the expenditure of substantial resources and could also adversely affect our business, financial condition, and results of operations.
Any such actions, particularly to the extent we were found to have engaged in violations or are found otherwise liable for damages, could result in the expenditure of substantial resources and could also adversely affect our business, financial condition, and results of operations.
If compliance with our obligations under our debt and other financing agreements materially limits our financial or operating activities, or hinders our ability to adapt to changing industry conditions, we may lose market share, our revenue may decline and our operating results may be negatively affected.
If compliance with our obligations under our debt and other financing agreements materially limits our financial or operating activities, or hinders our ability to adapt to changing industry conditions, then we may lose market share, our revenue may decline and our operating results may be negatively affected.
We are subject to, and may be subject in the future, to claims by third parties that we have infringed, misappropriated, or otherwise violated their intellectual property rights. As we face increasing competition, the possibility of intellectual property rights claims against us may increase.
We are subject to, and may be subject in the future, to claims by third parties that we have infringed, misappropriated or otherwise violated their intellectual property rights. As we face increasing competition, the possibility of such claims against us may increase.
If any of these risks materialize, they could result in additional costs and expenses, exposure to liability claims, diversion of technical and other resources, and loss of customers or negative publicity, each of which could negatively impact our business and operating results.
If these risks materialize, they could result in additional costs and expenses, exposure to liability claims, diversion of technical and other resources, loss of customers or negative publicity, each of which could negatively impact our business and operating results.
RISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY Our inability to protect our systems and data from cybersecurity threats or other technological risks could adversely affect our business operations or stock price and damage our brand and reputation .
RISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY Our inability to protect our systems, solutions and data from cybersecurity threats or other technological risks could adversely affect our business operations or stock price and damage our brand and reputation .
We have incurred certain expenses related to the cyber ransomware incident and may incur additional costs relating to this incident in the future, including payment of damages or other costs to customers or others.
We have incurred certain expenses related to this cyber ransomware incident and may incur additional costs in the future, including payment of damages or other costs to customers or others.
In addition to the risks described above relating to cybersecurity threats or other technology risks, our data processing activities subject us to numerous data privacy and security laws and regulations of many jurisdictions.
In addition to the risks described above relating to cybersecurity threats or other technology risks, our data processing activities subject us to numerous data privacy and security laws and regulations in many jurisdictions.
The holders of our Series A Convertible Preferred Stock also have certain redemption rights or put rights, including the right to require us to repurchase all or any portion of the Series A Convertible Preferred Stock on any date during the three months commencing on and immediately following March 16, 2027, March 16, 2030 and March 16, 2033, at 100% of the liquidation preference thereof plus all accrued but unpaid dividends, and the right, subject to certain exceptions, to require us to repurchase all or any portion of the Series A Convertible Preferred Stock upon certain change of control events at the greater of (a) 100% of the liquidation preference thereof plus all accrued but unpaid dividends and (b) the consideration the holders would have received if they had converted their shares of Series A Convertible Preferred Stock into common stock immediately prior to the change of control event.
The holders of our Series A Convertible Preferred Stock also have certain redemption rights or put rights, including the right to require us to repurchase all or any portion of the Series A Convertible Preferred Stock on any date during the three months commencing on and immediately following March 16, 2027, March 16, 2030 and March 16, 2033, at 100% of the liquidation preference thereof plus all accrued but unpaid dividends, and the right, subject to certain exceptions, to require us to repurchase all or any portion of the Series A Convertible Preferred Stock upon certain change of control events at the greater of (a) 100% of the 25 Table of Contents liquidation preference thereof plus all accrued but unpaid dividends and (b) the consideration the holders would have received if they had converted their shares of Series A Convertible Preferred Stock into common stock immediately prior to the change of control event.
In addition, dividends on the Series A Convertible Preferred Stock accrue cumulatively at the rate of 5.5% per annum, payable quarterly in arrears. If we fail to timely declare and pay a dividend, the dividend rate will increase to 8.0% per annum until such time as all accrued but unpaid dividends have been paid in full.
Dividends on the Series A Convertible Preferred Stock also accrue cumulatively at the rate of 5.5% per annum, payable quarterly in arrears. If we fail to declare and pay a dividend timely, the dividend rate will increase to 8.0% per annum until such time as all accrued but unpaid dividends have been paid in full.
An attack, disruption, intrusion, denial of service, theft or other breach, or an inadvertent act by an employee or contractor, could result in unauthorized access to, or disclosure of, our data or third-party data we collect, store or process, resulting in claims, costs and reputational harm that could negatively affect our operating results or stock price.
An attack, disruption, intrusion, denial of service, theft, misuse or other breach, or an inadvertent act by an employee or contractor, could result in unauthorized access to, disclosure of, or prevent or access to, our data or third-party data we collect, store or process, resulting in claims, costs and reputational harm that could negatively affect our operating results or stock price.
Like most companies, we are regularly subject to attempts by third parties (which may include individuals or groups of hackers and sophisticated organizations, such as state-sponsored organizations, nation-states and individuals sponsored by them) to identify and exploit system vulnerabilities or to penetrate or bypass our security measures, in order to gain unauthorized access to our networks and systems.
Like most companies, we are regularly subject to attempts by third parties (which may include individuals or groups of hackers and sophisticated organizations, such as state-sponsored organizations, nation-states and individuals sponsored by them) to identify and exploit system vulnerabilities or to penetrate or bypass our security measures to gain unauthorized access to our networks and systems.
In addition, a change in control (i) may constitute an event of default under our senior secured credit agreement that would permit the lenders to accelerate the maturity of the borrowings thereunder and/or terminate the commitments under the senior secured revolving credit facility and (ii) may require us to make a similar change in control offer to holders of our existing senior unsecured notes.
A change in control also (i) may constitute an event of default under our senior secured credit agreement that would permit the lenders to accelerate the maturity of the borrowings thereunder and/or terminate the commitments under the senior secured revolving credit facility and (ii) may require us to make a similar change in control offer to holders of our existing senior unsecured notes.
The EU Artificial Intelligence Act and any other new regulations could require us to comply with various burdensome requirements depending on the nature and categorization of AI. This may result in expending resources and additional costs to comply with these requirements or changing our products or features, which could harm our business.
The EU Artificial Intelligence Act and any other new regulations could require us to comply with various burdensome requirements depending on the nature and categorization of AI. This may result in expending resources and additional costs to comply with these requirements or change our products or features, which could harm our business.
Despite testing and quality control, we cannot be certain that defects or errors will not be found in our products. If our products contain undetected defects or errors, or otherwise fail to perform as intended or to meet our customers’ expectations, we could lose customers and/or incur contractual liabilities and additional development costs.
Despite testing and quality control, we cannot be certain that defects or errors will not be found in our offerings. If our offerings contain undetected defects or errors, or otherwise fail to perform as intended or to meet our customers’ expectations, we could lose customers and incur contractual liabilities and additional development costs.
We could be subject to actions or proposals from stockholders that do not align with our business strategies or the interests of our other stockholders. While we seek to actively engage with stockholders and consider their views on business, strategy, and environmental, social and governance issues, responding to these stockholders could be costly and time-consuming.
We could be subject to actions or proposals from stockholders that do not align with our business strategies or the interests of our other stockholders. While we seek to actively engage with stockholders and consider their views on business, strategy and governance issues, responding to these stockholders could be costly and time-consuming.
Our international operations subject us to a variety of risks and challenges, including: • the impact of ongoing and future economic conditions on the stability of national and regional economies and industries within those economies; • political conditions and local regulations that could adversely affect demand for our solutions, our ability to access funds and resources, or our ability to sell products in these markets; • the impact of a downturn in the global economy, or in regional economies, on demand for our products; • competitive labor markets and increasing wages in markets that we operate in; • varied employee/employer relationships, existence of works councils and differing labor practices, and other challenges caused by distance, language, local expertise, and cultural differences, increasing the complexity of doing business in multiple jurisdictions; • currency exchange rate fluctuations that could result in lower demand for our products as well as generate currency translation losses; • limited availability of local currencies to pay vendors, employees and third parties and to distribute funds outside of the country; • changes to global or regional trade agreements that could limit our ability to sell products in these markets; 21 Table of Contents • the imposition of import or export tariffs, taxes, trade policies or import and export controls that could increase the expense of, or limit demand for our products; • changes to and compliance with a variety of laws and regulations that may increase our cost of doing business or otherwise prevent us from effectively competing internationally or that may impose burdensome reporting requirements on us or impose restrictions on our operations or offerings; • government uncertainty or limitations on the ability to enforce legal rights and remedies, including as a result of new, or changes to, laws and regulations; • reduced protection for intellectual property rights in certain countries; • implementing and managing systems, procedures and controls to monitor our operations in foreign markets; • changing competitive requirements and deliverables in developing and emerging markets; • longer collection cycles and the financial viability and reliability of contracting partners and customers; • managing a geographically dispersed workforce, work stoppages and other labor conditions or issues; • disruptions in transportation and shipping infrastructure; and • the impact of natural disasters, catastrophic events, civil unrest, war and terrorist activity on supply chains, the economy or markets in general, or on our ability, or that of our suppliers, to meet commitments.
Our international operations subject us to a variety of risks and challenges, including, but not limited to: • the impact of ongoing and future economic conditions on the stability of national and regional economies and industries within those economies; • political conditions and local regulations that could adversely affect demand for our solutions, our ability to access funds and resources or our ability to sell commercial offerings in these markets; • the impact of a downturn in the global economy, or in regional economies, on demand for our offerings; • competitive labor markets and increasing wages in markets in which we operate; • varied employee/employer relationships, existence of works councils and differing labor practices and other challenges caused by distance, language, local expertise and cultural differences, increasing the complexity of doing business in multiple jurisdictions; • currency exchange rate fluctuations that could result in lower demand for our offerings as well as generate currency translation losses; • limited availability of local currencies to pay vendors, employees and third parties and to distribute funds outside of the country; • changes to global or regional trade agreements that could limit our ability to sell in these markets; • the imposition of import or export tariffs, taxes, trade policies or import and export controls that could increase the expense of, or limit demand for our offerings; • changes to and compliance with a variety of laws and regulations that may increase our cost of doing business or otherwise prevent us from effectively competing internationally or that may impose burdensome requirements or restrictions on us; • government uncertainty or limitations on the ability to enforce legal rights and remedies; • reduced protection for intellectual property rights in certain countries; • implementing and managing systems, procedures and controls to monitor our operations in foreign markets; • changing competitive requirements and deliverables in developing and emerging markets; • longer collection cycles and the financial viability and reliability of contracting partners and customers; • managing a geographically dispersed workforce, work stoppages and other labor conditions or issues; • disruptions in transportation and shipping infrastructure; and 21 Table of Contents • the impact of natural disasters, pandemics, catastrophic events, civil unrest, war and terrorist activity on our international operations, supply chains, the global economy or markets in general, or on our business or our customers’ businesses or on the ability of our suppliers to meet commitments.
In addition, we could be exposed to business losses, litigation, regulatory action or other liabilities and our ability to operate our business may be impaired. While we maintain cybersecurity insurance, there can be no assurance that our insurance will cover losses we incur in connection with any cybersecurity incident.
In addition, we could be exposed to business losses, litigation, regulatory action or other liabilities and our ability to operate our business may be impaired. While we maintain cybersecurity insurance, there can be no assurance that our insurance will cover any or all of losses we incur in connection with any cybersecurity incident.
The presence of deficiencies in our disclosure controls or internal control over financial reporting and the remediation of material weaknesses or any regulatory actions resulting from such material weaknesses could impair our business, restrict our access to capital markets, and adversely impact our stock price.
The presence of deficiencies in our disclosure controls or internal control over financial reporting and a corresponding remediation of material weaknesses or any regulatory actions resulting from such material weaknesses could impair our business, restrict our access to capital markets and adversely impact our stock price.
If we are not in compliance with such laws and regulations, we may be subject to criminal and civil penalties, which may cause harm to our reputation and to our brand and could have an adverse effect on our business, financial condition and results of operations.
If we are not in compliance with any such regulations, we may be subject to criminal and civil penalties, which may cause harm to our reputation and to our brand and could have an adverse effect on our business, financial condition and results of operations.
Non-compliance with established rules and regulations of the card brands with which we are registered could expose us to fines, penalties or other liabilities and could result in the revocation of our registration, all of which could negatively impact results of our operations.
Non-compliance with established rules and regulations of the card brands with whom we are registered could expose us to fines, penalties or other liabilities and may result in the revocation of our registration, all of which could negatively impact results of our operations.
We have also been 22 Table of Contents identified as a potentially responsible party in connection with certain environmental matters, including the Kalamazoo River matter, as further described in Note 11, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report; in “Government Regulations” within Item 1 of Part I of this Report; and in “Environmental and Legal Contingencies” within the “Critical Accounting Estimates” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of Part II of this Report, and we incorporate such disclosures by reference and make them a part of this discussion of risk factors.
We have been identified as a potentially responsible party in connection with certain environmental matters, including the Kalamazoo River matter, as further described in Note 11, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report; in “Government Regulations” within Item 1 of Part I of this Report; and in “Environmental and Legal Contingencies” within the “Critical Accounting Estimates” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of Part II of this Report, and we incorporate such disclosures by reference and make them a part of this discussion of risk factors.
We have a number of significant assets on our balance sheet as of December 31, 2024 and the value of these assets can be adversely impacted by factors related to our business and operating performance, as well as factors outside of our control.
We have a number of significant assets on our balance sheet as of December 31, 2025 and the value of these assets can be adversely impacted by factors related to our business and operating performance, as well as factors outside of our control.
In addition, actions of activist stockholders may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
In addition, actions of activist stockholders could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
Claims by others that we infringe, misappropriate or otherwise violate their intellectual property rights, even those without merit, could result in significant costs and adversely affect our business and results of operations.
Claims by others that we infringe, misappropriate or otherwise violate their intellectual property rights, even those without merit, could result in significant costs and adversely affect our business, financial condition and results of operations.
If third parties obtain patent protection with respect to such innovations or technologies, they may assert, and have in the past asserted, that our products or services infringe their patents and seek to charge us a licensing fee or otherwise preclude the use of our products or services or file suit against us.
If third parties obtain patent protection with respect to such innovations, they might assert, and have in the past asserted, that our products or services infringe on their patents, and they may seek to charge us a licensing fee or otherwise preclude the use of our products or services or file suit against us.
For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, “CCPA”) applies to personal information of consumers, business representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and honor requests of such individuals to exercise certain privacy rights.
For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, “CCPA”), applies to the personal information of consumers, business representatives and employees who are California residents and requires businesses to provide specific disclosures in privacy notices and to honor requests made by individuals to exercise certain privacy-related rights.
Our cash flows may not be sufficient to service our indebtedness, and if we are unable to satisfy our obligations under our indebtedness, we may be required to seek other financing alternatives, which may not be successful.
Our cash flows may not be sufficient to service our indebtedness, and if we are unable to satisfy our obligations under our indebtedness, we may be required to seek other financing alternatives, which may be unsuccessful.
In addition, our use of AI is subject to various risks including the use of personal information, flaws in our models or datasets that may result in biased or inaccurate results, ethical considerations regarding AI, and our ability to safely deploy and implement governance and controls for AI systems.
In addition, our use of AI is subject to various risks including the use of personal information, flaws in models or datasets that may result in biased or inaccurate results and our ability to safely deploy and implement governance and controls for AI systems.
On any date during the three months commencing on and immediately following March 16, 2027, 24 Table of Contents March 16, 2030 and March 16, 2033, holders of our Series A Convertible Preferred Stock will have the right to require us to repurchase any or all of our outstanding Series A Convertible Preferred Stock.
On any date during the three months commencing on and immediately following March 16, 2027, March 16, 2030 and March 16, 2033, holders of our Series A Convertible Preferred Stock will have the right to require us to repurchase any or all of our outstanding Series A Convertible Preferred Stock.
RISKS ASSOCIATED WITH OUR FINANCE & ACCOUNTING Our level of indebtedness could limit our financial and operating activities and adversely affect our ability to incur additional debt to fund future needs. At December 31, 2024, we had approximately $1.1 billion of total indebtedness outstanding with an additional $480 million of borrowings available under our senior secured revolving credit facility.
RISKS ASSOCIATED WITH OUR FINANCE & ACCOUNTING Our level of indebtedness could limit our financial and operating activities and adversely affect our ability to incur additional debt to fund future needs. At December 31, 2025, we had approximately $1.1 billion of total indebtedness outstanding with an additional $476 million of borrowings available under our senior secured revolving credit facility.
Because the techniques used to obtain unauthorized access to, or sabotage technology systems, change frequently, grow more complex over time, and generally are not recognized until launched against a target, we may be unable to anticipate or implement adequate measures to prevent such techniques.
Because the techniques used to obtain unauthorized access to, or sabotage technology systems, change frequently, grow more complex over time and generally are not recognized until a cyberattack is launched against a target, we may be unable to anticipate or implement the measures needed to prevent such techniques.
As a result of our strategic transformation, our risk management policies, procedures, techniques, and processes may not be sufficient to identify all of the risks to which we are exposed, to enable us to mitigate the risks we have identified, or to identify additional risks to which we may become subject in the future as we expand our product and services offerings.
As a result, our risk management policies, procedures, techniques and processes may not be sufficient to identify all of the risks to which we are exposed, to enable us to mitigate the risks we have identified or to identify additional risks to which we may become subject in the future as we expand our offerings.
We are subject to evolving global laws and regulations relating to data privacy, data protection and information security, which may require us to incur substantial compliance costs or harm our business operations.
We are subject to evolving global laws and regulations relating to data privacy, data protection, information security and artificial intelligence, which may require us to incur substantial compliance costs or cause harm to our business operations.
The market for highly skilled workers and leaders in our industry is extremely competitive, and we may need to invest significant amounts of cash and equity to attract and retain these employees. We may never realize returns on these investments. Key employees may decide to leave the Company for other opportunities.
The market for highly skilled workers and leaders in our industry is extremely competitive, and we may need to invest significant amounts of compensation to attract and retain these employees. We may never realize returns on these investments as key employees may decide to leave the Company for other opportunities.
The imposition or threat of protectionist trade policies or import or export tariffs, global and regional market conditions, spending trends in the retail and restaurant industries, tax legislation, modified or new global or regional trade agreements, fluctuations in oil and commodity prices, among other things, have created a challenging and unpredictable environment in which to market our products and services across our different geographies and industries.
The imposition or threat of new or modified trade policies, import or export tariffs, global and regional market conditions, spending trends in the retail and restaurant industries, tax legislation, new or modified global or regional trade agreements, fluctuations in oil and commodity prices, among other things, have created a challenging and unpredictable environment in which to sell our offerings across our different geographies and industries.
In addition, we may not be able to take any of these actions, and, even if successful, these actions may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our outstanding indebtedness will depend on, among other things, the condition of the capital markets and our financial condition at such time.
We also may be unable to take any of these actions, and, even if successful, these actions may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our outstanding indebtedness will depend on, among other things, the condition of the capital markets and our financial condition at such time.
In addition, as a result of the Hardware Business Transition, a third party will design, manufacture, warrant, supply, and ship self-checkout and point-of sale hardware directly to our customers.
In addition, as a result of the Hardware Business Transition, Ennoconn will design, manufacture, warrant, supply, and ship self-checkout and point-of sale hardware directly to our customers.
Our ability to successfully execute on our growth strategy and achieve our business objectives is dependent on our ability to retain our key business leaders and our highly skilled software development, technical, sales, consulting and other key personnel.
Our ability to successfully execute our growth strategy and achieve our business objectives is dependent on our ability to retain key business leaders, highly skilled software development, technical, and sales personnel and other critical individuals.
We may not have sufficient funds in the event that we are required to repurchase any of our senior unsecured notes or Series A Convertible Preferred Stock (or both).
We may have insufficient funds in the event that we are required to repurchase any of our senior unsecured notes or Series A Convertible Preferred Stock, or both.
Such damage or unavailability could, despite existing disaster recovery and business continuity arrangements, interrupt the availability of our cloud offerings for our customers which could severely impact the operations of our customers. Our business operations and those of our customers rely heavily on the continuous availability and proper functioning of our platform and network.
Despite our disaster recovery and business continuity arrangements, such damage or unavailability could interrupt the availability of our commercial offerings for our customers, which could severely impact their operations. Our business operations and those of our customers rely heavily on the continuous availability and proper functioning of our platform, offerings and network.
Interruptions could also expose us to other liability claims from customers and others, payment of damages or other amounts, negative publicity and the need to engage in costly remediation efforts, any of which could impact our business and reduce our revenue.
Interruptions could also expose us to other liability claims from customers and third parties, payment of damages or other amounts, negative publicity and the need to engage in costly remediation efforts, any of which could negatively impact our business and reduce our revenue.
Further, our products and solutions which incorporate AI technologies may not function as designed or have unintended consequences, any of which could subject us to new or enhanced competitive harm, legal liability, regulatory or public scrutiny or reputational harm.
Further, our products and solutions which incorporate AI technologies may not 17 Table of Contents function as designed or have unintended consequences, which could subject us to new or enhanced competitive harm, legal liability, regulatory or public scrutiny or reputational harm.
Pursuant to the separation and distribution agreement and certain other agreements we entered into with NCR Atleos in connection with the Spin-Off, the Company and NCR Atleos agree to indemnify the other for certain liabilities.
Pursuant to the separation and distribution agreement and certain other agreements we entered into with NCR Atleos in connection with the Spin-Off, the Company and NCR Atleos have agreed to indemnify the other for certain liabilities.
The inability to obtain certain licenses or other rights or to obtain such licenses or rights on reasonable terms or any third party disputes that may arise regarding these matters, could result in delays in product releases until equivalent technology can be identified, licensed or developed, if at all, and integrated into our products.
Our inability to obtain certain licenses or other rights, failure to obtain such licenses or rights on reasonable terms or involvement in any third-party disputes regarding these matters, could result in delays in our product releases until equivalent technology can be identified, licensed or developed, if at all, and integrated into our products.
Changes to our tax rates and additional income tax liabilities could impact profitability. We are a United States based multinational company subject to income taxes in the United States and a number of foreign jurisdictions.
Changes to our tax rates and additional income tax liabilities could impact profitability. We are a U.S.-based multinational corporation, subject to income taxes in the United States and in a number of foreign jurisdictions.
If an author or other third party or one of our license counterparties were to allege that we had not complied with the conditions of a license, we could be required to incur significant legal expenses, be subject to damages or equitable remedies, be required to purchase a costly license, or be required to devote additional development resources to change our software.
If an author, a third party or one of our license counterparties were to allege that we failed to comply with the conditions of a license, we could be required to incur significant legal expenses, be subject to damages or equitable remedies, be required to purchase a costly license, or be required to devote additional development resources to change our software.
Fraud by our merchants or others could also have an adverse effect on our operations and cash flows. Changes to laws, regulations, the Payment Card Industry Data Security Standard or other industry standards affecting our business may require significant development and compliance investments or have an unfavorable effect on our ability to offer certain services or on our financial performance.
Fraud by our merchants or others could also have an adverse effect on our operations and cash flows. 20 Table of Contents Changes to laws, regulations, card brand rules, the Payment Card Industry Data Security Standard or other industry standards affecting our payments business may require significant development and compliance investments or have an unfavorable effect on our ability to offer certain services or on our financial performance.
Upon a bankruptcy or insolvency event of default under the senior secured credit agreement, all outstanding amounts thereunder become due and payable and all commitments thereunder automatically terminate.
Upon a bankruptcy or insolvency event of default 23 Table of Contents under the senior secured credit agreement, all outstanding amounts thereunder may become due and payable and all commitments thereunder automatically terminate.
From time to time, customers have requested, and may in the future request, us to indemnify them for such infringement, misappropriation or violation. The obligations, liability and risks we could face depend on the scope and limitations of the indemnification we have provided.
From time to time, customers have requested, and may in the future request, us to indemnify them for such claims. The obligations, liability and risks we could face depend on the scope and limitations of the indemnification we have provided.
A material decline in consumer confidence could result in consumers choosing to dine out less frequently or reduce the amount they spend while dining out, which could negatively impact our Restaurant segment.
For example, a material decline in consumer confidence could result in consumers choosing to dine out less frequently or reduce the amount they spend while dining out, which could negatively impact our business customers within our Restaurant segment.
Failure to maintain an effective system of disclosure controls and procedures and internal control over financial reporting could have a material adverse effect on our results of operations, financial condition and cash flows.
If we fail to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, then such failure could have a material adverse effect on our results of operations, financial condition and cash flows.
The retail and restaurant industries depend on consumer discretionary spending and consumer confidence, which is influenced, in part, by general economic conditions. A material decline in consumer confidence could impact the ability or willingness of our customers to make expenditures, thereby affecting their decision to purchase our products or services or to pay us for our products and services.
The retail and restaurant industries depend on, among other things, consumer discretionary spending and consumer confidence, which is influenced, in part, by general economic conditions. A material decline in consumer confidence could impact the ability or willingness of our customers to make expenditures, thereby affecting their willingness to purchase our products and services.
Our ability to make timely payments of principal and interest on our debt obligations depends on our ability to generate positive cash flows from operations, which is subject to general economic conditions, competitive pressures and certain financial, business and other factors, which may include factors beyond our control.
Our ability to timely pay principal and interest on our debt obligations depends on our ability to generate positive cash flows from operations, which is subject to general economic conditions, competitive pressures and certain financial, business and other factors, which may include those outside of our control.
The success of our platform depends, in part, on our ability to integrate third-party applications, software, and other offerings into our platform and we anticipate that the growth of our business will continue to depend on these third-party relationships, including relationships with ordering service providers, payment processors, loyalty providers, and other partners.
We believe that the success of our platform depends, in part, on our ability to integrate data and third-party applications, software and other functionalities into the Voyix Commerce Platform, and we anticipate that the growth of our business will continue to depend on these third-party relationships, including with ordering service providers, payment processors, loyalty providers and other technology partners.
RISK FACTOR SUMMARY The following is a summary of certain risks and uncertainties that could materially and adversely affect our business, financial condition, and results of operations. You should read this summary together with the more detailed description of each risk factor contained below.
RISK FACTOR SUMMARY The following is a summary of certain risks and uncertainties that could materially and adversely affect our business, financial condition and results of operations, which should be read together with the more detailed descriptions of each risk factor contained below.
Certain change in control transactions may result in an acceleration of our indebtedness or our obligations under other financing arrangements, or may require us to repurchase our senior unsecured notes or our Series A Convertible Preferred Stock.
Certain change in control transactions may accelerate our indebtedness or our obligations under other financing arrangements, or may require us to repurchase our senior unsecured notes or our Series A Convertible Preferred Stock.
Changes in U.S. or foreign trade policies and other factors beyond our control may adversely impact our business and operating results. Geopolitical tensions and trade disputes can disrupt supply chains and increase the costs of our products. This could cause our products to be more expensive for customers, which could reduce the demand for our products.
Changes in U.S. or foreign trade policies and other factors beyond our control may adversely impact our business and operating results. Geopolitical tensions and trade disputes can disrupt supply chains, increase our vendor costs, and increase the costs of offerings. This could cause our offerings to be more expensive for customers, resulting in their reduced demand.
We own the trademark for “NCR Voyix” and certain variants thereof, as well as certain other trademarks relating to our products and services. We rely on, and expect to continue to rely on, copyright, trademark, patent and trade secret laws in the United States and internationally to protect our intellectual property and brand.
We own the trademarks, including having registrations for “NCR Voyix” and "Voyix" as well as certain other trademarks relating to our products and services. We rely on, and expect to continue to rely on, copyright, trade secret, trademark, patent and other intellectual property laws in the United States and internationally to protect our IP and brand.
Defects, errors, installation difficulties or development delays could expose us to potential liability, harm our reputation and negatively impact our business. Many of our products are sophisticated and complex, and may incorporate or rely upon third-party 17 Table of Contents hardware, software and data.
Defects, errors, installation difficulties or development delays could expose us to potential liability, harm our reputation and negatively impact our business. Many of our commercial offerings are sophisticated and complex, and they may incorporate or rely upon third-party hardware, software and data.
Stockholder activists may also seek to involve themselves in the governance, strategic direction and operations of the Company through stockholder proposals or otherwise.
Activist stockholders may seek to involve themselves in the governance, strategic direction and operations of the Company through stockholder proposals or otherwise.
While we have programs and measures in place designed to protect and safeguard our data and third party data we collect, store or process, and while we have implemented access controls designed to limit the risk of unauthorized use or disclosure by employees and contractors, the techniques used to obtain unauthorized access to data are complex and evolving as threat actors adopt new and emerging technologies (including artificial intelligence and machine learning).
While we have programs and measures in place that are designed to protect and safeguard our data and the third-party data we collect, store and process, and while we have implemented access controls designed to limit the risk of unauthorized use or 13 Table of Contents disclosure by employees and contractors, the techniques used to prevent access or obtain unauthorized access to data are complex and evolving as threat actors adopt new and emerging technologies.
Our business, financial condition, results of operations, access to capital markets and borrowing costs may be adversely affected by a major natural disaster or catastrophic event, including civil unrest, geopolitical instability, war, terrorist attack, pandemics or other (actual or threatened) public health emergencies such as the COVID-19 outbreak, or other events beyond our control, and measures taken in response thereto.
Our business, financial condition, results of operations, access to capital markets and borrowing costs may be adversely affected by a major natural disaster or catastrophic event, including, without limitation, civil unrest, geopolitical instability, war, terrorist attack, pandemics or other (actual or threatened) public health emergencies or other events beyond our control, and any direct or indirect measures taken in response thereto.
In addition, the conversion of the Series A Convertible Preferred Stock to common stock would dilute the ownership interest of existing holders of our common stock, and any sales in the public market of the common stock issuable upon conversion of the Series A Convertible Preferred Stock would increase the number of shares of our common stock available for public trading, and could adversely affect prevailing market prices of our common stock.
Any sales in the public market of the common stock issuable upon conversion of the Series A Convertible Preferred Stock would increase the number of shares of our common stock available for public trading and could adversely affect prevailing market prices of our common stock.
For example, in October 2023 we completed the Spin-Off of NCR Atleos and in September 2024, we completed the sale of our Digital Banking segment. We may not be able to achieve the expected strategic, financial, operational, and other benefits from the Spin-Off or Digital Banking Sale, or such benefits may be delayed.
For example, we completed the Spin-Off of NCR Atleos in October 2023, and we completed the Digital Banking Sale in September 2024. We may not be able to achieve the expected strategic, financial, operational and other benefits from these transactions, among others, or the associated benefits may be delayed.
Although we have implemented disaster recovery plans and other measures to mitigate these risks, we can provide no assurance that these measures would be sufficient to prevent or mitigate the impact of a prolonged disruption or that we would not experience material losses if such an event was to occur.
Although we have taken steps to mitigate these risks, we can provide no assurance that these measures would be sufficient to prevent or mitigate the impact of a prolonged disruption or that we would not experience material losses if such an event was to occur.
The amount of debt that may be borrowed or issued, refinanced, and/or repurchased, repaid, redeemed or otherwise retired, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with our debt covenants and other considerations.
The amount of debt that may be borrowed or issued, refinanced, and/or repurchased, repaid, redeemed or otherwise retired, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with our debt covenants and other considerations. Any such actions could impact our financial condition or results of operations.
Cybersecurity threat actors are increasingly sophisticated and are increasingly targeting employees, contractors, service providers and third parties through evolving techniques, including through social engineering and/or misrepresentation (such as phishing attempts and similar techniques).
These threat actors are increasingly sophisticated, and they have increasingly targeted employees, contractors, service providers and third parties through evolving techniques, including through social engineering and/or misrepresentation (such as phishing attempts and similar techniques).
Interruptions in the availability of our data center or cloud offerings o could cause us to fail to meet contracted up-time or service level thresholds, which could cause us to issue credits or pay damages or penalties to customer or cause customers to terminate or not renew their contracts.
Interruptions in the availability of our data center or cloud offerings could cause us to fail to meet contracted service level thresholds and may require us to issue credits, or pay damages or penalties to customers or cause customers to terminate or not renew their contracts.
Once implemented, this arrangement involves a number of risks, including decreased control over the production process, which could lead to production delays or interruptions and inferior product quality control.
This arrangement involves a number of risks, including, but not limited to, decreased control over the production process, which could lead to production delays or interruptions or inferior product quality control.
As of December 31, 2024, approximately 0.3 million shares of our Series A Convertible Preferred Stock were outstanding, representing approximately 10% of our outstanding common stock, including the Series A Convertible Preferred Stock on an as-converted basis.
As of December 31, 2025, approximately 0.2 million shares of our Series A Convertible Preferred Stock were outstanding, representing approximately 8% of our outstanding common stock, including the Series A Convertible Preferred Stock on an as-converted basis.
If we are unable to reduce costs in connection with the Hardware Business Transition or if the Hardware Business Transition has an adverse impact on our hardware sales or customer relationships, this could have an adverse impact on our future operating results and financial condition.
However, if we are unable to reduce costs in connection with the Hardware Business Transition or if the Hardware Business Transition has an adverse impact on our hardware sales or customer relationships, our future operating results and financial condition may be negatively impacted.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Risk Committee also reviews the adequacy and effectiveness of such policies, as well as the steps taken by management to mitigate or otherwise control these cybersecurity exposures and to identify future risks. Our CTO reports regularly to the Risk Committee on cybersecurity and information security and the full Board reviews significant cybersecurity matters as appropriate.
Biggest changeThe Risk Committee oversees cybersecurity risk identification, management and assessment as well as key processes and policies relating to the foregoing. The Risk Committee also reviews the adequacy and effectiveness of the Company’s cybersecurity program, as well as the steps taken by management to mitigate or otherwise control cybersecurity exposures and to identify future risks.
We collaborate with external experts, including consultants and auditors, in evaluating and testing our information security program. Our employees and certain of our contractors are required to participate in security awareness training at least annually. Our Chief Technology Officer (CTO) is responsible for oversight of our information security strategy, program, and operations.
We collaborate with external experts, including consultants and auditors, in evaluating and testing our information security program. Our employees and certain of our contractors are required to participate in security awareness training at least annually. Our Chief Technology Officer (“CTO”) is responsible for oversight of our information security strategy, program and operations.
The CTO has over 25 years of information technology experience, including leadership experience managing global information security, IT infrastructure and engineering. He holds a doctorate in Business Administration, Master of Business Administration, and Bachelor of Engineering in Electrical and Electronics Engineering / Information Systems.
Our CTO has over 25 years of information technology experience, including leadership experience managing global information security, IT infrastructure and engineering. He holds a doctorate in Business Administration, Master of Business Administration, and Bachelor of Engineering in Electrical and Electronics Engineering / Information Systems.
For a description of risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition, see the risk factor “Our inability to protect our systems and data from cybersecurity threats or other technological risks could adversely affect our business operations, or stock price and damage our brand and reputation” in Item 1A of Part I of this Report.
For a description of risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition, see the risk factor “Our inability to protect our systems, solutions and data from cybersecurity threats or other technological risks could adversely affect our business operations or stock price and damage our brand and reputation” in Item 1A of Part I of this Report. 27 Table of Contents
Our CISO has over 20 years of experience in various roles related to information security and related technology, including previously serving as Vice President of Information Technology and Senior Vice President of Information Technology at other companies, and holds a Bachelor of Science in Math and a Master of Business Administration in 27 Table of Contents Computer Information Systems and Information Technology.
Our CISO has over 20 years of experience in various roles related to information security and related technology, including previously serving as Vice President of Information Technology and Senior Vice President of Information Technology at other companies, and holds a Bachelor of Science in Math and a Master of Business Administration in Computer Information Systems and Information Technology.
In previous roles at large scale fintech and cybersecurity companies, the CTO has designed comprehensive cybersecurity programs and managed and mitigated high profile cybersecurity incidents to ensure business continuity. Our Chief Information Security Officer (CISO), who reports directly to the CTO, is responsible for day-to-day assessment and management of cybersecurity risk.
In previous roles at large-scale fintech and cybersecurity companies, our CTO designed comprehensive cybersecurity programs, and he managed and mitigated high-profile cybersecurity incidents to ensure business continuity. Our Chief Information Security Officer (“CISO”), who reports directly to the CTO, is responsible for day-to-day assessment and management of cybersecurity risk.
Our internal notification procedures also include notifying various Company information technology services managers, subject matter experts in the Company’s software department and other senior executives, depending on the level of severity assigned to the event.
Our internal notification procedures also include notifying various Company information technology services managers, subject matter experts in the Company’s software department and other senior executives, and in certain cases, members of the Company’s board of directors, depending on the level of severity assigned to the event.
Our information security program is enterprise-wide and includes cross-functional coordination between various departments across the Company including Information Security, Technology, Privacy, Enterprise Risk Management, and Internal Audit.
Our information security program is enterprise-wide and includes cross-functional coordination between various departments across the Company, including, but not limited to, information security, technology, privacy, enterprise risk management and internal audit.
Item 1C. CYBERSECURITY The Company recognizes the importance of maintaining cybersecurity measures that are designed to safeguard our information systems and to protect the confidentiality and integrity of data gathered on our people, partners, customers, and business assets.
Item 1C. CYBERSECURITY The Company recognizes the importance of maintaining cybersecurity measures that are designed to safeguard our information systems and protect the confidentiality and integrity of data in our possession relating to our employees, customers and business assets.
The CISO’s responsibilities in prior roles at large, global fintech and healthcare companies has included initiatives to identify and reduce cybersecurity vulnerabilities. The Company’s cybersecurity risk management policies and procedures include internal notification procedures which, depending on the level of severity assigned to the event, may include direct notice to, among others, the Company's General Counsel and Chief Privacy Officer.
The Company’s cybersecurity risk management policies and procedures include internal notification procedures which, depending on the level of severity assigned to the event, may include direct notice to, among others, the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel and Chief Privacy Officer.
Our information security program employs various information technology and protection methods designed to promote data security including firewalls, intrusion prevention systems, denial of service detection, anomaly-based detection, anti-virus/anti-malware, endpoint encryption and detection and response software, Security Information and Event Management system, identity management technology, security analytics, encryption and multi-factor authentication.
The structure of our information security program is informed by the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework to organize and maintain processes and tools to identify, protect, detect, respond and recover from threats and events. 26 Table of Contents Our information security program employs various information technology and protection methods designed to promote data security such as firewalls, intrusion prevention systems, denial of service detection, anomaly-based detection, anti-virus/anti-malware, endpoint encryption, and detection and response software, security information and event management system, identity management technology, security analytics, encryption and multi-factor authentication.
Our CTO attends regular meetings of the executive officer team, including our Chief Executive Officer, Chief Financial Officer and other senior executive officers, and reports on cybersecurity matters as appropriate. Our Board of Directors exercises oversight over our risk management process directly, as well as through its various standing committees that address risks inherent in their respective areas of oversight.
Our Board of Directors (the “Board”) exercises oversight over our risk management process directly, as well as through its various standing committees that address risks inherent in their respective areas of oversight. Primary oversight for cybersecurity risk management sits within the Board’s Risk Committee.
Removed
The structure of our information security program is informed by the National Institute of Standards and Technology (NIST) Cybersecurity Framework to organize processes and tools to identify, protect, detect, respond, and recover from threats and events.
Added
Our CISO’s responsibilities in prior roles at large, global fintech and healthcare companies included initiatives to identify and reduce cybersecurity vulnerabilities.
Removed
In particular, our Board of Directors delegates cybersecurity risk management oversight to the Risk Committee of the Board of Directors. The Risk Committee oversees our cybersecurity processes and policies on risk identification, management, and assessment.
Added
Our CTO attends regular meetings of the executive officer team, including our Chief Executive Officer, Chief Financial Officer and other senior executive officers, and he reports on cybersecurity matters as appropriate.
Added
Our CTO and CISO report regularly to the Risk Committee on cybersecurity and information security, including the tracking of key metrics, and the full Board reviews significant cybersecurity matters, where appropriate, including as part of the Company’s enterprise risk management program.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWithin the total facility portfolio, the Company operates 4 research and development facilities totaling 0.2 million square feet, 100% of which is leased. The remaining 2.8 million square feet of space includes office, repair, and warehousing space and other miscellaneous sites, and is 84% leased. NCR Voyix is headquartered in Atlanta, Georgia, USA.
Biggest changeItem 2. PROPERTIES As of December 31, 2025, NCR Voyix operated approximately 90 facilities in nearly 30 countries. All but one of these facilities are leased. The Company operates 2 research and development facilities while the remaining facilities consist of office, repair, and warehousing space and other miscellaneous sites. NCR Voyix is headquartered in Atlanta, Georgia, USA.
Removed
Item 2. PROPERTIES As of December 31, 2024, NCR Voyix operated 70 facilities consisting of approximately 3.0 million square feet in 24 countries throughout the world, which are generally used by both of NCR Voyix’s operating segments. On a square footage basis, 8% of these facilities are owned and 92% are leased.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn July 2018, the Board authorized an incremental $200 million of share repurchases under the Repurchase Program. As of December 31, 2024, the Repurchase Program had an existing aggregate remaining repurchase authority of $97 million. The Company purchased an additional $44 million of common stock in January and February 2025 under the Repurchase Program.
Biggest changeIn July 2018, the Board authorized an incremental $200 million of share repurchases under the Repurchase Program.
The Company’s ability to repurchase its common stock is subject to (i) certain restrictions under the terms of the Company’s senior secured revolving credit facility and the indentures governing its senior unsecured notes and (ii) the discretion of the Company’s Board of Directors.
The Company’s ability to repurchase its common stock and preferred stock is subject to (i) certain restrictions under the terms of the Company’s senior secured revolving credit facility and the indentures governing its senior unsecured notes and (ii) the discretion of the Company’s Board of Directors.
Stock Performance Graph The following graph compares the relative investment performance of NCR Voyix stock, the Standard & Poor’s MidCap 400 Stock Index, Standard & Poor’s 500 Information Technology Sector and the Standard & Poor’s 500 Stock Index. This graph covers the five-year period from December 31, 2019 through December 31, 2024.
Stock Performance Graph The following graph compares the relative investment performance of NCR Voyix stock, the Standard & Poor’s MidCap 400 Stock Index, Standard & Poor’s 500 Information Technology Sector and the Standard & Poor’s 500 Stock Index. This graph covers the five-year period from December 31, 2020 through December 31, 2025.
The timing and amount of repurchases under the Repurchase Program will depend upon market conditions, and may be made from time to time in open market purchases, privately negotiated transactions, accelerated stock repurchase programs, issuer self-tender offers or otherwise. The repurchases will be made in compliance with applicable securities laws and may be discontinued at any time.
Repurchases under the Repurchase Program may be made from time to time in open market purchases, privately negotiated transactions, accelerated stock repurchase programs, issuer self-tender offers or otherwise. The repurchases will be made in compliance with applicable securities laws and may be discontinued at any time.
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information NCR Voyix common stock is listed on the New York Stock Exchange (NYSE) and trades under the symbol “VYX”. There were approximately 65,537 stockholders of record of NCR Voyix common stock as of February 21, 2025.
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information NCR Voyix common stock is listed on the New York Stock Exchange (NYSE) and trades under the symbol “VYX”. There were approximately 59,031 stockholders of record of NCR Voyix common stock as of February 19, 2026.
The following table sets forth information with respect to our repurchases of shares of common stock (including shares surrendered to satisfy tax withholding) during the three months ended December 31, 2024.
The following table sets forth information with respect to our repurchases of shares of common stock (including shares surrendered to satisfy tax withholding) and Series A preferred stock during the three months ended December 31, 2025.
With respect to these surrendered shares, the price paid per share is based on the fair value at the time of surrender. (2) Represents amounts available for repurchases under the Repurchase Program. The Company’s Dilution Offset Program was terminated in November 2024.
With respect to these surrendered shares, the price paid per share is based on the fair value at the time of surrender. (2) Represents amounts available for repurchases under the Repurchase Program as of December 31, 2025.
Company / Index 2020 2021 2022 2023 2024 NCR Voyix Corporation $ 107 $ 114 $ 67 $ 79 $ 65 S&P 500 Stock Index $ 118 $ 152 $ 125 $ 158 $ 197 S&P 500 Information Technology Sector $ 144 $ 194 $ 139 $ 219 $ 300 S&P MidCap 400 Stock Index $ 114 $ 142 $ 123 $ 144 $ 164 (1) In each case, assumes a $100 investment on December 31, 2019, and reinvestment of all dividends, if any. 29 Table of Contents Purchase of Company Common Stock In March 2017, the Board approved a share repurchase program, with no expiration from the date of authorization, that provided for the repurchase of up to $300 million of the Company’s common stock (the “Repurchase Program”).
Company / Index 2021 2022 2023 2024 2025 NCR Voyix Corporation $ 107 $ 62 $ 74 $ 61 $ 45 S&P 500 Stock Index $ 129 $ 105 $ 133 $ 166 $ 196 S&P 500 Information Technology Sector $ 135 $ 97 $ 152 $ 208 $ 258 S&P MidCap 400 Stock Index $ 125 $ 108 $ 126 $ 144 $ 155 (1) In each case, assumes a $100 investment on December 31, 2020, and reinvestment of all dividends, if any. 29 Table of Contents Purchase of Company Equity Securities In March 2017, the Board approved a share repurchase program, with no expiration from the date of authorization, that provided for the repurchase of up to $300 million of the Company’s common stock (the “Repurchase Program,” as amended).
Period Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) (2) 10/1/2024 - 10/31/2024 5,441 $ 13.33 — $ 153 11/1/2024 - 11/30/2024 1,438,869 $ 14.32 1,432,154 $ 132 12/1/2024 - 12/31/2024 2,464,426 $ 14.34 2,461,517 $ 97 (1) For the three months ended December 31, 2024 , approximately 15,065 shares were surrendered to the Company to satisfy tax withholding obligations associated with the vesting of restricted stock units issued to employees under the 2017 Stock Incentive Plan.
Period Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) (2)(3) 10/1/2025 - 10/31/2025 2,248 $ 12.58 — $ 200 11/1/2025 - 11/30/2025 209,184 $ 10.18 197,578 $ 124 12/1/2025 - 12/31/2025 364,905 $ 10.12 198,770 $ 122 (1) For the three months ended December 31, 2025 , approximately 179,989 shares were surrendered to the Company to satisfy tax withholding obligations associated with the vesting of restricted stock units issued to employees under the 2017 Stock Incentive Plan.
In November 2024, the Board terminated the Dilution Offset Program. The Company’s 2017 Stock Incentive Plan allows shares to be surrendered to the Company to satisfy tax withholding obligations associated with the vesting of restricted stock units .
In November 2025, the Company repurchased 68,566 shares of Series A Convertible Preferred Stock from one shareholder for a total cash consideration of $74 million. The Company’s 2017 Stock Incentive Plan allows shares to be surrendered to the Company to satisfy tax withholding obligations associated with the vesting of restricted stock units .
Removed
In October 2016, the Board approved a share repurchase program, with no expiration from the date of authorization, for the repurchase of the Company’s common stock to offset the dilutive effects of the Company’s employee stock purchase plan, equity awards and in-kind dividends on the Company’s Series A Convertible Preferred Stock (the “Dilution Offset Program”).
Added
On May 6, 2025, the Board amended and restated the Repurchase Program to (1) add an incremental $172 million of repurchase authority under the program, taking the total aggregate repurchase authority under the program to $200 million, and (2) to expand the repurchase authority to apply to repurchases of the Company’s Series A preferred stock, in addition to common stock.
Removed
Accordingly, historic accrued availability under the Dilution Offset Program of approximately $959 million prior to the program’s termination has been omitted from the table.
Added
As of December 31, 2025, the Repurchase Program had an existing aggregate remaining repurchase authority of $122 million. On February 12, 2026, the Board amended the Repurchase Program to add an incremental $178 million of repurchase authority under the program, taking the total aggregate repurchase authority under the program to $300 million.
Added
We may utilize the Repurchase Program from time to time to opportunistically repurchase common stock and Series A preferred stock. The timing and amount of repurchases under the Repurchase Program will depend upon varying factors, including stock price, the Company’s performance, market conditions and other possible uses of cash.
Added
On May 6, 2025, the Board amended and restated the existing Repurchase Program to increase the total aggregate authority for future repurchases under the program to $200 million (which has subsequently been increased to $300 million). (3) Represents repurchases of the Company’s Series A Convertible Preferred Stock pursuant to the Repurchase Program.
Added
On November 12, 2025, NCR Voyix entered into a definitive agreement to repurchase 68,566 shares of Series A Convertible Preferred Stock from one shareholder for a total cash consideration of $74 million. The transaction closed on November 17, 2025.
Added
These restrictions are described in greater detail in the Company’s senior secured credit facilities and the indentures governing its senior unsecured notes

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. [Reserved] None. 30 Table of Contents Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) Page Overview 32 Significant Themes and Events 32 Strategic Initiatives and Trends 32 Business Overview 32 Macroeconomic Trends 34 Results of Operations 35 Financial Condition, Liquidity and Capital Resources 44 Critical Accounting Estimates 47 Recently Issued Accounting Pronouncements 51 31 Table of Contents
Biggest changeItem 6. [Reserved] None. 30 Table of Contents Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) Page Overview 32 Significant Themes and Events 32 Strategic Initiatives and Trends 33 Business Overview 32 Macroeconomic Trends 34 Results of Operations 35 Financial Condition, Liquidity and Capital Resources 45 Critical Accounting Estimates 48 Recently Issued Accounting Pronouncements 52 31 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOther Income (Expense), net Other income (expense), net was expense of $36 million in 2024, expense of $76 million in 2023 and income of $18 million in 2022, with the components reflected in the following table: In millions 2024 2023 2022 Interest income $ 9 $ 12 $ 13 Foreign currency fluctuations and foreign exchange contracts (30) (28) (17) Bank-related fees (24) (28) (9) Employee benefit plans 9 (8) 40 Other, net — (24) (9) Other income (expense), net $ (36) $ (76) $ 18 Employee benefit plans within other income (expense) net includes the components of pension, postemployment expense, other than service cost, as well as actuarial gains and losses from the annual pension mark-to-market adjustment.
Biggest changeEmployee benefit plans within other income (expense) net includes the components of pension, postemployment expense, other than service cost, as well as actuarial gains and losses from the annual pension mark-to-market adjustment. In 2025, there was an actuarial gain of $13 million compared to an actuarial gain of $12 million in 2024.
Out-of-period Adjustments In the first quarter of 2023, the Company recorded a $10 million out-of-period adjustment to increase operating expenses and an employee-related liability in order to correct for an understatement of such same balances during the fourth quarter of 2022.
Out-of-period Adjustments In the first quarter of 2023, the Company recorded a $10 million out-of-period adjustment to increase operating expenses and increase an employee-related liability in order to correct for an understatement of such same balances during the fourth quarter of 2022.
Adjusted free cash flow does not represent the residual cash flow available for discretionary expenditures, since there may be other non-discretionary expenditures that are not deducted from the measure. Adjusted free cash flow-unrestricted does not have a uniform definitions under GAAP, and therefore the Company’s definition may differ from other companies’ definitions of this measure.
Adjusted free cash flow does not represent the residual cash flow available for discretionary expenditures, since there may be other non-discretionary expenditures that are not deducted from the measure. Adjusted free cash flow-unrestricted does not have a uniform definition under GAAP, and therefore the Company’s definition may differ from other companies’ definitions of this measure.
We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized.
We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized.
In 2024, selling, general and administrative expenses included $55 million of transformation and restructuring costs, $26 million of strategic initiative costs, $20 million of stock-based compensation expense, $14 million of acquisition-related amortization of intangibles and $8 million in separation-related costs, offset by $5 million in recoveries related to the fraudulent ACH matter and $8 million of cyber ransomware incident recoveries.
In 2024, selling, general and administrative expenses included $55 million of transformation and restructuring costs, $26 million related to strategic initiative costs, $20 million of stock-based compensation expense, $14 million of acquisition-related amortization of intangibles and $8 million in separation-related costs, offset by $5 million in net recoveries related to the fraudulent ACH matter and $8 million of net recoveries related to the cyber ransomware incident.
In 2023, selling, general and administrative expenses included $21 million of transformation and restructuring costs, $113 million of stock-based compensation expense, $8 million of acquisition-related amortization of intangibles, $23 million in fraudulent ACH disbursement costs, $1 million of acquisition-related cost, $54 million in separation-related costs and $2 million of costs related to the divestitures of certain non-strategic businesses.
In 2023, selling, general and administrative expenses included $21 million of transformation and restructuring costs, $23 million in fraudulent ACH disbursement costs, $113 million of stock-based compensation expense, $8 million of acquisition-related amortization of intangibles, $1 million of acquisition-related costs, $54 million in separation-related costs and $2 million of costs related to the divestitures of certain non-strategic businesses.
Following investigation, the Company concluded that the incident impacted operations for some customers only with respect to specific Aloha cloud-based services and Counterpoint. Functionality was fully restored to all impacted customers, and we built a new cloud environment to host the affected applications.
Following investigation, the Company concluded that the incident impacted operations for customers only with respect to specific Aloha cloud-based services and Counterpoint. Functionality was fully restored to all impacted customers, and we built a new cloud environment to host the affected applications.
We determine Adjusted EBITDA based on GAAP net income (loss) from continuing operations attributable to NCR Voyix plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization (excluding acquisition-related amortization of intangibles); plus stock-based compensation expense; plus pension mark-to-market adjustments and other special items, including amortization of acquisition-related intangibles, acquisition-related costs, loss (gain) on disposal of businesses, separation-related costs, cyber ransomware incident recovery costs net of insurance recoveries, fraudulent ACH disbursements costs net of recoveries, foreign currency devaluation, transformation and restructuring charges (which includes integration, severance and other exit and disposal costs), and strategic initiative costs, among others.
We determine Adjusted EBITDA based on GAAP net income (loss) from continuing operations attributable to NCR Voyix plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization (excluding acquisition-related amortization of intangibles); plus stock-based compensation expense; plus pension mark-to-market adjustments and other special items, including amortization of acquisition-related intangibles, acquisition-related costs, loss (gain) on disposal of businesses, loss (gain) on extinguishment of debt, separation-related costs, cyber ransomware incident recovery costs net of insurance recoveries, fraudulent ACH disbursements costs net of recoveries, foreign currency devaluation, transformation and restructuring charges (which includes integration, severance and other exit and disposal costs), strategic initiative costs and litigation costs, among others.
We use a measurement date of December 31 for all of our plans. Changes in assumptions or asset values may have a significant effect on the annual measurement of expense or income in the fourth quarter. The most significant assumption used in developing our 2024 postemployment plan expense is the assumed rate of involuntary turnover of 3.8%.
We use a measurement date of December 31 for all of our plans. Changes in assumptions or asset values may have a significant effect on the annual measurement of expense or income in the fourth quarter. The most significant assumption used in developing our 2025 postemployment plan expense is the assumed rate of involuntary turnover of 3.8%.
This section provides an analysis of our cash flows and a discussion of our contractual obligations at December 31, 2024. • Critical accounting estimates. This section contains a discussion of the accounting policies that we believe are important to our financial condition and results of operations and that require judgment and estimates on the part of management in their application.
This section provides an analysis of our cash flows and a discussion of our contractual obligations at December 31, 2025. • Critical accounting estimates. This section contains a discussion of the accounting policies that we believe are important to our financial condition and results of operations and that require judgment and estimates on the part of management in their application.
As of December 31, 2024, all of the Company’s remedial obligations for the Fox River and Ebina matters have been completed. For the Kalamazoo River matter, the amounts shown are our expected payments, net of the payment obligations of co-obligors and an estimate for payments to be received from indemnification parties.
As of December 31, 2025, all of the Company’s remedial obligations for the Fox River and Ebina matters have been completed. For the Kalamazoo River matter, the amounts shown are our expected payments, net of the payment obligations of co-obligors and an estimate for payments to be received from indemnification parties.
During the third quarter of 2024, the Company recorded an out-of-period correction related to foreign currency to increase other expense, net by approximately $8 million, increase other current liabilities by approximately $4 million and increase accumulated other comprehensive income (loss) by approximately $4 million. The amount related to 2023 was $2 million of other expense, net.
During the third quarter of 2024, the Company recorded an out-of-period adjustment related to foreign currency to increase other expense, net, by approximately $8 million, increase other current liabilities by approximately $4 million and increase accumulated other comprehensive income (loss) by approximately $4 million. The amount related to 2023 was $2 million of other expense, net.
Operating Activities Cash used in operating activities was $132 million for the year ended December 31, 2024 compared to cash provided by operating activities of $694 million for the year ended December 31, 2023. The decrease in cash provided by operating activities was driven by discontinued operations, movement in the net working capital accounts and employee related payments in 2024.
Cash used in operating activities was $132 million for the year ended December 31, 2024 compared to cash provided by operating activities of $694 million for the year ended December 31, 2023. The increase in cash used in operating activities was driven by discontinued operations, movement in net working capital accounts and employee related payments in 2024.
This section contains an analysis of our results of operations presented in the accompanying Consolidated Statements of Operations by comparing the results for the year ended December 31, 2024 to the results for the year ended December 31, 2023 as well as a comparison of the results for the year ended December 31, 2023 to the results for the year ended December 31, 2022. • Liquidity and capital resources.
This section contains an analysis of our results of operations presented in the accompanying Consolidated Statements of Operations by comparing the results for the year ended December 31, 2025 to the results for the year ended December 31, 2024 as well as a comparison of the results for the year ended December 31, 2024 to the results for the year ended December 31, 2023. • Liquidity and capital resources.
Additional details regarding this item are discussed in Note 1, “Basis of Presentation and Significant Accounting Policies” in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report. (7) Represents expenses to respond to, remediate and investigate the April 13, 2023 cyber ransomware incident, net of insurance recoveries, which is considered a nonrecurring special item.
Additional details regarding this item are discussed in Note 1, “Basis of Presentation and Significant Accounting Policies” in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report. 37 Table of Contents (7) Represents expenses to respond to, remediate and investigate the April 13, 2023 cyber ransomware incident, net of insurance recoveries, which is considered a nonrecurring special item.
ARR is calculated using recurring revenue, excluding software licenses sold as a subscription, for the last three months times four, plus the rolling four quarters for term-based software license arrangements that include customer termination rights.
Annualized Recurring Revenue (“ARR”) ARR is calculated using recurring revenue, excluding software licenses sold as a subscription, for the last three months times four, plus the rolling four quarters for term-based software license arrangements that include customer termination rights.
Holding all other assumptions constant, a 0.25% change in the discount rate used for the German and the Japanese pension plans would have increased or decreased 2024 ongoing pension expense by less than $1 million.
Holding all other assumptions constant, a 0.25% change in the discount rate used for the German and the Japanese pension plans would have increased or decreased 2025 ongoing pension expense by less than $1 million.
In the second quarter of 2024, the Company recorded an out-of-period correction to decrease revenue by $10 million, decrease accounts receivable by $5 million, and increase contract liabilities by $5 million. The amount related to periods prior to 2024 was $4 million of revenue.
In the second quarter of 2024, the Company recorded an out-of-period adjustment to decrease revenue by $10 million, decrease accounts receivable by $5 million, and increase contract liabilities by $5 million. The amount related to periods prior to 2024 was $4 million of revenue.
Long Term Borrowings The senior secured credit facilities include a term loan facility in an initial aggregate principal amount of $200 million, of which there was no outstanding balance as of December 31, 2024.
Long Term Borrowings The senior secured credit facilities include a term loan facility in an initial aggregate principal amount of $200 million, of which there was no outstanding balance as of December 31, 2025.
We believe adjusted free cash flow-unrestricted information is useful for investors because it relates the operating cash flows from the Company’s continuing and discontinued operations to the capital that is spent to continue and improve business operations.
We believe adjusted free cash flow-unrestricted information is useful for investors because it relates the operating cash flows from the Company’s operations to the capital that is spent to continue and improve business operations.
Additionally, the senior secured credit facilities include a five-year Revolving Credit Facility with an aggregate principal amount of $500 million, of which there was no outstanding balance as of December 31, 2024.
Additionally, the senior secured credit facilities include a five-year Revolving Credit Facility with an aggregate principal amount of $500 million, of which there was no outstanding balance as of December 31, 2025.
The involuntary turnover rate is based on historical trends and projections of involuntary turnover in the future. A 0.25% change in the rate of involuntary turnover would have increased or decreased 2024 expense by less than $1 million.
The involuntary turnover rate is based on historical trends and projections of involuntary turnover in the future. A 0.25% change in the rate of involuntary turnover would have increased or decreased 2025 expense by less than $1 million.
The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical taxable income/loss, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies.
The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical 42 Table of Contents taxable income/loss, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies.
As of December 31, 2024, we had outstanding $650 million aggregate principal balance of 5.000% senior unsecured notes due in 2028, $403 million in aggregate principal balance of 5.125% senior unsecured notes due in 2029 and $52 million in aggregate principal balance of 5.250% senior unsecured notes due in 2030.
As of December 31, 2025, we had outstanding $650 million aggregate principal balance of 5.000% senior unsecured notes due in 2028, $403 million in aggregate principal balance of 5.125% senior unsecured notes due in 2029 and $52 million in aggregate principal balance of 5.250% senior unsecured notes due in 2030.
Transition of Hardware Business to ODM Model On August 6, 2024, the Company announced its entry into a commercial agreement with Ennoconn Corporation (“Ennoconn”) to transition its self-checkout and point-of-sale hardware businesses to an outsourced design and manufacturing model including the sale of certain assets relating to these businesses (the “Hardware Business Transition”).
Transition of Hardware Business to ODM Model In August 2024, the Company announced its entry into a commercial agreement with Ennoconn Corporation (“Ennoconn”) to transition its self-checkout and point-of-sale hardware businesses to an outsourced design and manufacturing model including the sale of certain assets relating to these businesses (the “Hardware Business Transition”).
However, given the uncertainty of timing and amount of the indemnity payments, these amounts are not reflected within the table above. For additional information, refer to Note 11, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report.
Given the uncertainty of timing and amount of the indemnity payments, these amounts are not reflected within the table above after 2026. For additional information, refer to Note 11, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report.
Pursuant to the terms of the Spin-Off 46 Table of Contents transaction documents, the Company is required to contribute 50% of the annual costs of the NCR Atleos U.S. pension plan to the extent NCR Atleos contributes more than $40 million on an annual basis beginning with the plan year ending December 31, 2024.
Pursuant to the terms of the Spin-Off transaction documents, the Company is required to contribute 50% of the annual costs of the NCR Atleos U.S. pension plan to the extent NCR Atleos contributes more than $40 million on an annual basis beginning with the plan year ending December 31, 2024.
The estimates used to determine the fair value of long-lived assets, such as intangible assets, can be complex and require 48 Table of Contents significant judgments. We use information available to us to make fair value determinations and engage independent valuation specialists, when necessary, to assist in the fair value determination of significant acquired long-lived assets.
The estimates used to determine the fair value of long-lived assets, such as intangible assets, can be complex and require significant judgments. We use information available to us to make fair value determinations and engage independent valuation specialists, when necessary, to assist in the fair value determination of significant acquired long-lived assets.
The provision for income taxes may change period-to-period based on non-recurring events, such as the settlement of income tax audits and changes in tax laws, as well as recurring factors including the geographic mix of income before taxes, state and local 50 Table of Contents taxes and the effects of various global income tax strategies.
The provision for income taxes may change period-to-period based on non-recurring events, such as the settlement of income tax audits and changes in tax laws, as well as recurring factors including the geographic mix of income before taxes, state and local taxes and the effects of various global income tax strategies.
See Note 1, “Basis of Presentation and Significant Accounting Policies”, of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report, which contains additional information regarding our accounting policies and other disclosures required by GAAP.
See Note 1, “Basis of Presentation and Significant Accounting 48 Table of Contents Policies”, of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report, which contains additional information regarding our accounting policies and other disclosures required by GAAP.
Our borrowing capacity under our senior secured credit facilities was $480 million at December 31, 2024. Our ability to generate positive cash flows from operations is dependent on general economic conditions, and the competitive environment in our industry, and is subject to the business and other risk factors described in Item 1A of Part I of this Report.
Our borrowing capacity under our senior secured credit facilities was $476 million at December 31, 2025. Our ability to generate positive cash flows from operations is dependent on general economic conditions and the competitive environment in our industry, and is subject to the business and other risk factors described in Item 1A of Part I of this Report.
We define adjusted free cash flow-unrestricted as net cash provided by (used in) operating activities less capital expenditures for property, plant and equipment, less additions to capitalized software, plus/minus collections of previously sold trade receivables purchased from third parties, restricted cash settlement activity, NCR Atleos settlement activity, cash taxes paid for the Digital Banking Sale, cash activity related to environmental discontinued operations plus acquisition-related items, and plus pension contributions and settlements.
We define adjusted free cash flow-unrestricted as net cash provided by (used in) operating activities less capital expenditures for property, plant and equipment and capitalized software, plus/minus collections of previously sold trade receivables purchased from third parties, restricted cash settlement activity, cash activity related to acceleration projects, cash taxes paid for the Digital Banking Sale, cash activity related to environmental discontinued operations plus acquisition-related items, and pension contributions and settlements.
These non-GAAP measures should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP. Refer to the section titled “Financial Condition, Liquidity and Capital Resources” in Part I, Item 7 of this Form 10-K for additional information. Annualized Recurring Revenue (“ARR”).
These non-GAAP measures should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP. Refer to the section titled “Financial Condition, Liquidity and Capital Resources” in Part I, Item 7 of this Form 10-K for additional information.
As a result of this determination, we had valuation allowances of $153 million as of December 31, 2024 and $211 million as of December 31, 2023, related to certain deferred income tax assets, tax loss carryforwards, including interest expense carryforwards and foreign tax credits in jurisdictions where there is uncertainty as to the ultimate realization of a benefit from those tax assets.
As a result of this determination, we had valuation allowances of $181 million as of December 31, 2025 and $153 million as of December 31, 2024, related to certain deferred income tax assets, tax loss carryforwards, including interest expense carryforwards and foreign tax credits in jurisdictions where there is uncertainty as to the ultimate realization of a benefit from those tax assets.
At environmental sites, or portions of environmental sites, where liability is determined to be probable but a remedy has not yet been determined, we accrue for the costs of investigations and studies for the affected areas but 49 Table of Contents not for the costs of remediation.
At environmental sites, or portions of environmental sites, where liability is determined to be probable but a remedy has not yet been determined, we accrue for the costs of investigations and studies for the affected areas but not for the costs of remediation.
The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement.
The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent 51 Table of Contents likelihood of being realized upon settlement.
Additionally, g ross margin for the year ended December 31, 2024 included $46 million related to transformation and restructuring costs, $20 million of strategic initiative costs, $10 million of stock-based compensation expense, $14 million related to amortization of acquisition-related intangible assets, offset by $5 million of cyber ransomware incident recoveries.
Additionally, gross margin for the year ended December 31, 2024 included $46 million related to transformation and restructuring costs, $20 million of strategic initiative costs, $10 million of stock-based compensation expense and $14 million related to amortization of acquisition-related intangible assets, offset by $5 million of net recoveries related to the cyber ransomware incident.
We believe these needs will be satisfied in both the short and long term based on our current cash position, cash flows generated by our operations, and existing financing arrangements. As of December 31, 2024, our cash and cash equivalents totaled $724 million and our total debt was $1.1 billion.
We believe these needs will be satisfied in both the short and long term based on our current cash position, cash flows generated by our operations and existing financing arrangements. As of December 31, 2025, our cash and cash equivalents totaled $231 million and our total debt was $1.1 billion.
Capital Expenditures and Other Investing Activities Our principal capital expenditures are for software (purchased and internally developed) and additions to property and equipment. We invested approximately $217 million, $377 million and $377 million in capital expenditures during 2024, 2023 and 2022, respectively.
Capital Expenditures and Other Investing Activities Our principal capital expenditures are for software (purchased and internally developed) and additions to property and equipment. We invested approximately $165 million, $217 million and $377 million in capital expenditures during 2025, 2024 and 2023, respectively.
In 2023, research and development expenses included $3 million of transformation and restructuring costs, $7 million of separation related costs, $12 million of stock-based compensation expense and $1 million in cyber ransomware recovery costs. In 2022, research and development expenses included $20 million of costs related to our transformation and restructuring initiatives and $9 million of stock-based compensation expense.
In 2023, research and development expenses included $3 million of costs related to our transformation and restructuring initiatives, $7 million of separation-related costs, $12 million of stock-based compensation expense and $1 million in cyber ransomware recovery costs.
Our net reserves for the Fox River matter and the Kalamazoo River matter, as of December 31, 2024 were approximately $23 million and $148 million, respectively, as further discussed in Note 11, “Commitments and Contingencies”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.
Our net reserves for the Fox River matter and the Kalamazoo River matter, as of December 31, 2025 were approximately $23 million and $111 million, respectively, as further discussed in Note 11, “Commitments and Contingencies”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.
The decrease in our underfunded position of international plans is primarily attributable to an increase in the fair value of plan assets, partially offset by an increase in the discount rates used to measure the benefit obligation. Contributions to international pension plans are expected to be approximately $13 million in 2025.
The decrease in our underfunded position of international plans is primarily attributable to an increase in the fair value of plan assets, partially offset by an increase in the discount rates used to measure the benefit obligation. Contributions to international pension plans are expected to be approximately $14 million in 2026.
Gain (loss) on Extinguishment of Debt Increase (Decrease) In millions 2024 2023 2022 2024 v 2023 2023 v 2022 Gain (loss) on extinguishment of debt $ 8 (46) — (117) % (100) % The gain on extinguishment of debt of $8 million in 2024 is related to the redemption discount on the 5.250% senior notes due 2030 and the 5.125% senior notes due 2029 of $18 million, offset by the write-off of the related deferred financing fees of $10 million.
Gain (loss) on Extinguishment of Debt Increase (Decrease) In millions 2025 2024 2023 2025 v 2024 2024 v 2023 Gain (loss) on extinguishment of debt $ — 8 (46) (100) % n/m The gain on extinguishment of debt of $8 million in 2024 is related to the redemption discount on the 5.250% senior notes due 2030 and the 5.125% senior notes due 2029 of $18 million, offset by the write-off of the related deferred financing fees of $10 million.
See Note 6, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in Item 8 of this Report for further information on the senior secured credit facilities and senior unsecured notes. Employee Benefit Plans In 2025, we expect to make contributions of $13 million to our international pension plans and $13 million to our postemployment plan.
See Note 6, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in Item 8 of this Report for further information on the senior secured credit facilities and senior unsecured notes. Employee Benefit Plans In 2026, we expect to make contributions of $14 million to our international pension plans and $19 million to our postemployment plan.
This includes hardware and software maintenance revenue, cloud revenue, payment processing revenue, and certain professional services arrangements as well as term-based software license arrangements that include customer termination rights.
This includes hardware and software maintenance revenue, SaaS solutions revenue, payment processing revenue, and certain professional services arrangements as well as term-based software license arrangements that include customer termination rights.
As of December 31, 2024, there were approximately 300,000 shares that remained issued and outstanding with a redemption value of approximately $276 million. Holders of Series A Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 5.5% per annum, which are payable in cash or in-kind at the option of the Company.
As of December 31, 2025, there were approximately 200,000 shares that remained issued and outstanding with a redemption value of approximately $207 million. Holders of Series A Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 5.5% per annum, which are payable in cash or in-kind at the option of the Company.
During the years ended December 31, 2024, the Company paid cash dividends of $15 million.
During the years ended December 31, 2025 and 2024, the Company paid cash dividends of $15 million.
As a percentage of revenue, these costs were 5.6% in 2024 and 4.4% in 2023. In 2024, research and development expenses included $7 million of costs related to our transformation and restructuring initiatives, $3 million of separation related costs and $10 million of stock-based compensation expense.
Research and development expenses were $157 million in 2024, compared to $139 million in 2023. As a percentage of revenue, these costs were 5.6% in 2024 compared to 4.4% in 2023. In 2024, research and development expenses included $7 million of transformation and restructuring costs, $10 million of stock-based compensation expense and $3 million of separation-related costs.
All results from Digital Banking and NCR Atleos are presented within income (loss) from discontinued operations for these periods. Key Strategic Financial Metrics The following tables show our key strategic financial metrics for the years ended December 31, the relative percentage that those amounts represent to total revenue, and the change in those amounts year-over-year.
All results from Digital Banking and NCR Atleos are presented within income (loss) from discontinued operations for these periods. 35 Table of Contents Key Strategic Financial Metrics The following tables show our key strategic financial metrics for the years ended December 31, 2025, 2024 and 2023, the relative percentage that those amounts represent to total revenue, and the change in those amounts year-over-year.
As a result of the Hardware Business Transition, the Company will record commission revenue from point-of-sale and self-checkout hardware sales as an agent for Ennoconn on a net basis, excluding the costs paid to Ennoconn. The Company expects the Hardware Business Transition to become effective during 2025.
As a result of the Hardware Business Transition, the Company will record commission revenue from point-of-sale and self-checkout hardware sales as an agent for Ennoconn on a net basis, excluding the costs paid to Ennoconn.
The sensitivity of the assumptions described above is specific to each individual plan and not to our pension and postemployment plans in the aggregate. We intend to use an involuntary turnover assumption of 3.8% in determining the 2025 postemployment expense.
The 50 Table of Contents sensitivity of the assumptions described above is specific to each individual plan and not to our pension and postemployment plans in the aggregate. We intend to use an involuntary turnover assumption of 3.8% in determining the 2026 postemployment expense.
The purchase price for the transaction was $2.45 billion in cash, subject to a post-closing adjustment, as well as contingent consideration of up to an additional $100 million in cash upon the achievement of a specified return on the Buyer’s invested capital at the time of any future sale.
(the “Buyer”) on September 30, 2024. The purchase price for the Digital Banking Sale was $2.45 billion in cash, subject to a post-closing adjustment, as well as contingent consideration of up to an additional $100 million in cash upon the achievement of a specified return on the Buyer’s invested capital at the time of any future sale.
As of December 31, 2024, the Company has incurred $47 million of expenses related to the cyber ransomware incident and has recovered $36 million under our insurance policies. For further information see Item 1C “Cybersecurity” of this Form 10-K.
As of December 31, 2025, the Company has incurred a cumulative $47 million of expenses related to the cyber ransomware incident and has recovered $37 million under our insurance policies. For further information see Item 1C “Cybersecurity” of this Form 10-K.
The Revolving Credit Facility also contains a sub-facility to be used for letters of credit, and as of December 31, 2024, there were $20 million letters of credit outstanding.
The Revolving Credit Facility also contains a sub-facility to be used for letters of credit, and as of December 31, 2025, there were $24 million letters of credit outstanding.
Corporate and Other includes income and expenses related to corporate functions that are not specifically attributable to any of our two individual reportable segments along with certain non-strategic businesses that are considered immaterial operating segment(s) and certain countries expected to transfer to NCR Atleos subsequent to 2024, as well as commercial agreements with NCR Atleos.
Corporate and Other includes income and expenses related to corporate functions that are not specifically attributable to any of our two individual reportable segments along with certain non-strategic businesses that are considered immaterial operating segment(s) and commercial agreements with NCR Atleos.
As of December 31, 2024, we did not provide for U.S. federal income taxes or foreign withholding taxes on approximately $295 million of undistributed earnings of our foreign subsidiaries as such earnings are expected to be reinvested indefinitely. The amount of unrecognized deferred tax liability associated with these indefinitely reinvested earnings is approximately $32 million.
As of December 31, 2025, we did not provide for U.S. income tax or foreign withholding taxes on undistributed earnings of certain foreign subsidiaries as such earnings are expected to be reinvested indefinitely. The amount of unrecognized deferred tax liability associated with these indefinitely reinvested earnings is approximately $27 million.
The key assumptions used in developing our 2024 expense were discount rates of 3.2% for our German pension plan and 1.2% for our Japanese pension plan, and an expected return on assets assumption of 5.0% for our Japanese pension plan in 2024. The German and Japanese plans represented 97% of the pension obligation as of December 31, 2024.
The key assumptions used in developing our 2025 expense were discount rates of 3.4% for our German pension plan and 1.6% for our Japanese pension plan, and an expected return on assets assumption of 5.0% for our Japanese pension plan in 2025. The German and Japanese plans represented 98% of the pension obligation as of December 31, 2025.
Due to the nature of the underlying liabilities and the extended time often needed to resolve income tax uncertainties, we cannot make reliable estimates of the amount or timing of cash payments that may be required to settle these liabilities.
We have a liability related to our uncertain tax positions. Due to the nature of the underlying liabilities and the extended time often needed to resolve income tax uncertainties, we cannot make reliable estimates of the amount or timing of cash payments that may be required to settle these liabilities.
Our international retirement plans were in an underfunded position of $104 million as of December 31, 2024, as compared to an underfunded position of $136 million as of December 31, 2023.
Our international retirement plans were in an underfunded position of $98 million as of December 31, 2025, as compared to an underfunded position of $104 million as of December 31, 2024.
In millions 2024 2023 2022 Net income (loss) from continuing operations attributable to NCR Voyix (GAAP) $ (202) $ (729) $ (369) Pension mark-to-market adjustments (12) 7 (41) Depreciation and amortization 206 190 189 Acquisition-related amortization of intangibles 28 41 40 Interest expense (1) 134 294 285 Interest income (9) (12) (13) Acquisition-related costs (2) — 1 2 Loss (gain) on debt extinguishment (8) 46 — Income tax expense (benefit) 4 184 52 Stock-based compensation expense 40 140 84 Transformation and restructuring costs (3) 125 28 95 Separation costs (4) 10 95 — Loss (gain) on disposal of businesses (14) 12 — Foreign currency devaluation (5) 15 — — Fraudulent ACH disbursements (6) (5) 23 — Cyber ransomware incident recovery costs (7) (13) 17 — Strategic initiatives (8) 48 — — Adjusted EBITDA (Non-GAAP) $ 347 $ 337 $ 324 (1) During the three months ended September 30, 2023, it was determined that the transactions underlying the unrealized gains on terminated interest rate swap and cap agreements reported in Accumulated other comprehensive income were probable of not occurring under ASC 815, Derivatives and Hedging .
In millions 2025 2024 2023 Net income (loss) from continuing operations attributable to NCR Voyix (GAAP) $ 42 $ (201) $ (733) Pension mark-to-market adjustments (13) (12) 7 Depreciation and amortization 199 206 190 Acquisition-related amortization of intangibles 25 28 41 Interest expense (1) 60 134 294 Interest income (8) (9) (12) Acquisition-related costs (2) — — 1 Loss (gain) on debt extinguishment — (8) 46 Income tax expense (benefit) (73) 4 184 Stock-based compensation expense 34 40 140 Transformation and restructuring costs (3) 124 125 28 Separation costs (4) — 10 95 Loss (gain) on disposal of businesses (3) (14) 12 Foreign currency devaluation (5) — 15 — Fraudulent ACH disbursements (6) — (5) 23 Cyber ransomware incident recovery costs (7) — (13) 17 Strategic initiatives (8) 16 48 — Litigation costs (9) 22 — — Adjusted EBITDA (Non-GAAP) $ 425 $ 348 $ 333 (1) During the three months ended September 30, 2023, it was determined that the transactions underlying the unrealized gains on terminated interest rate swap and cap agreements reported in Accumulated other comprehensive income were probable of not occurring under ASC 815, Derivatives and Hedging .
Accordingly, the historical financial results of NCR Atleos are reflected as discontinued operations in the Company’s consolidated financial statements. Refer to Note 2, “Discontinued Operations”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report, for additional information.
The historical financial results of the Digital Banking segment businesses are reflected as discontinued operations in the Company’s consolidated financial statements. Refer to Note 2, “Discontinued Operations”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report, for additional information.
Product revenue decreased 26% due to a decline in SCO and POS hardware revenues, as well as a decrease in software license revenue for one-time revenue recognized in 2023. Service revenue decreased 3% due to a decrease in payment processing service revenue due to the divestiture at the end of 2023.
Product revenue decreased 25% due to a decline in hardware revenues, as well as a decrease in software license revenue for one-time revenue recognized in 2023. Service revenue decreased 3% comparing the year ended 2024 to 2023 due to a decrease in payment processing service revenue due to the divestiture at the end of 2023.
As a result, interpretation and judgment are sometimes required to determine the appropriate accounting for these transactions, including: (1) whether performance obligations are considered distinct that should be accounted for separately versus combined, how the transaction price should be allocated among the performance obligations, and when to recognize revenue for each performance obligation; (2) developing an estimate of the stand-alone selling price, or SSP, of each distinct performance obligation; (3) combining multiple contracts that may impact the allocation of the transaction price between product and services; and (4) estimating and accounting for variable consideration, including rights of return, rebates, expected penalties or other price concessions as a reduction of the transaction price. 47 Table of Contents Our estimates of SSP for each performance obligation require judgment that considers multiple factors, including, but not limited to, historical discounting trends for products and services, pricing practices in different geographies and industries, gross margin objectives, and internal costs.
As a result, interpretation and judgment are sometimes required to determine the appropriate accounting for these transactions, including: (1) whether performance obligations are considered distinct that should be accounted for separately versus combined, how the transaction price should be allocated among the performance obligations and when to recognize revenue for each performance obligation; (2) developing an estimate of the stand-alone selling price, or SSP, of each distinct performance obligation; (3) combining multiple contracts that may impact the allocation of the transaction price between product and services; and (4) estimating and accounting for variable consideration, including rights of return, rebates, expected penalties or other price concessions as a reduction of the transaction price.
Gross margin as a percentage of revenue was 20.5% in 2024 compared to 21.1% in 2023 due to a decline in gross margin related to payments processing services from the divestiture at the end of 2023, as well as the one-time software license revenue and non- 38 Table of Contents recurring implementation service revenue recognized in 2023, as discussed above .
Gross margin as a percentage of revenue was 20.5% in 2024 compared to 20.9% in 2023 due to a decline in gross margin related to payment processing revenue from the divestiture at the end of 2023, as well as one-time software license revenue and non-recurring installation service revenue recognized in 2023.
This section contains background information on our company, summary of significant themes and events during the year as well as strategic initiatives and trends in order to provide context for management’s discussion and analysis of our financial condition and results of operations. • Results of operations.
This section contains background information on the Company, a summary of significant events and initiatives during the year and an overview of trends that impact or may impact our financial performance in order to provide context for management’s discussion and analysis of our financial condition and results of operations. • Results of operations.
We recognize additional changes in the fair value of plan assets and net actuarial gains or losses of our pension plans upon remeasurement, which occurs at least annually in the fourth quarter of each year.
We intend to use an expected rate of return on assets assumption of 5.5% for the Japanese pension plan. We recognize additional changes in the fair value of plan assets and net actuarial gains or losses of our pension plans upon remeasurement, which occurs at least annually in the fourth quarter of each year.
In 2023, the income from discontinued operations was $306 million, net of tax, of which of which $115 million related to income from discontinued operations, net of tax, for the Digital Banking Sale, $241 million related to income from discontinued operations, net of tax, related to NCR Atleos, and a loss from discontinued operations, net of tax, of $50 million related to the Company’s environmental remediation matters. 41 Table of Contents In 2022, the income from discontinued operations was $428 million, net of tax, of which $138 million related to income from discontinued operations, net of tax, for the Digital Banking Sale, $294 million related to income from discontinued operations, net of tax, related to NCR Atleos, and a loss from discontinued operations, net of tax, of $4 million related to the Company’s environmental remediation matters.
In 2023, the income from discontinued operations was $305 million, net of tax, of which $115 million related to income from discontinued operations, net of tax, for the Digital Banking Sale, $240 million related to income from discontinued operations, net of tax, related to NCR Atleos and a loss from discontinued operations, net of tax, of $50 million related to the Company’s environmental remediation matters.
In millions 2024 2023 2024 v 2023 Retail Annualized recurring revenue $ 1,078 $ 1,020 6 % Restaurants Annualized recurring revenue $ 562 $ 540 4 % 37 Table of Contents Consolidated Results The following table shows our results for the years December 31, the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year.
In millions 2025 2024 2025 v 2024 Retail Annualized recurring revenue $ 1,119 $ 1,078 4 % Restaurants (1) Annualized recurring revenue $ 559 $ 562 (1) % (1) Annualized recurring revenue for 2024 includes a $6 million impact to revenue related to a divested non-strategic business. 38 Table of Contents Consolidated Results The following table shows our results for the years December 31, 2025, 2024 and 2023, the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year.
Income (Loss) from Discontinued Operations, net of tax Increase (Decrease) In millions 2024 2023 2022 2024 v 2023 2023 v 2022 Income (loss) from discontinued operations, net of tax $ 1,160 $ 306 $ 428 279 % (29) % In 2024, the income from discontinued operations was $1,160 million, net of tax, of which $1,178 million related to income from discontinued operations, net of tax, for the Digital Banking Sale, $8 million loss from discontinued operations, net of tax related to NCR Atleos, and a loss from discontinued operations, net of tax, of $10 million related to the Company’s environmental remediation matters.
In 2024, the income from discontinued operations was $1,158 million, net of tax, of which $1,178 million related to income from discontinued operations, net of tax, for the Digital Banking Sale, $10 million related to a loss from discontinued operations, net of tax, related to NCR Atleos and a loss from discontinued operations, net of tax, of $10 million related to the Company’s environmental remediation matters.
The table below reconciles net cash provided by operating activities to NCR Voyix’s non-GAAP measure of adjusted free cash flow-unrestricted for the twelve months ended December 31, 2024: In millions Twelve months ended December 31, 2024 (1) Net cash provided by (used in) operating activities (GAAP) $ (132) Expenditures for property, plant and equipment (30) Additions to capitalized software (187) Restricted cash settlement activity 10 NCR Atleos settlement activity (3) Cash taxes paid for the Digital Banking Sale 20 Pension contributions 12 Collections on purchased trade receivables 212 Cash activity related to environmental discontinued operations 20 Adjusted free cash flow-unrestricted (non-GAAP) $ (78) (1) Adjusted free cash flow-unrestricted for 2023 is not meaningful for comparison purposes given the presentation of cash flows due to the Spin-Off of NCR Atleos.
The table below reconciles net cash provided by operating activities to NCR Voyix’s non-GAAP measure of adjusted free cash flow-unrestricted for the twelve months ended December 31, 2025: In millions Twelve months ended December 31, 2025 (1) Net cash provided by (used in) operating activities (GAAP) $ (210) Capital expenditures (165) Restricted cash settlement activity 26 Cash taxes paid for the Digital Banking Sale 284 Pension contributions 26 Collections on purchased trade receivables 8 Cash activity related to environmental discontinued operations 37 Acceleration projects 21 Adjusted free cash flow-unrestricted (non-GAAP) $ 27 (1) Adjusted free cash flow-unrestricted for 2024 is not meaningful for comparison purposes given the presentation of cash flows due to the Spin-Off of NCR Atleos and the Digital Banking Sale.
We define adjusted free cash flow-unrestricted within the section titled “ Non-GAAP Financial Measures and Use of Certain Terms ” in Part I, Item 7 of this Form 10-K.
Adjusted free cash flow-unrestricted NCR Voyix management uses a non-GAAP measure called “adjusted free cash flow-unrestricted” to assess the financial performance of the Company. We define adjusted free cash flow-unrestricted within the section titled “ Non-GAAP Financial Measures and Use of Certain Terms ” in Part I, Item 7 of this Form 10-K.
Excluding these items, research and development expenses increased from 2023 to 2024 as the Company continues to invest in research and development activities related to our platform. 39 Table of Contents Research and development expenses were $139 million in 2023, compared to $116 million in 2022.
Excluding these items, research and development expenses increased from 2023 to 2024 as the Company continues to invest in research and development activities related to our platform.
Such activities could result in impairment of our long-lived assets or other intangible assets. We also are subject to the possibility of impairment of long-lived assets arising in the ordinary course of business.
We also are subject to the possibility of impairment of long-lived assets arising in the ordinary course of business.
The decline in service revenue was also related to revenue from non-recurring implementation services in 2023, slightly offset by an increase in hardware maintenance and professional services revenue. Total revenue was flat for the year ended December 31, 2023 compared to the year ended December 31, 2022.
The decline in service revenue was also related to revenue from non-recurring installation services in 2023, slightly offset by an increase in hardware maintenance and professional services revenue.
During 2025, the Company expects to resolve certain tax matters related to U.S. and foreign jurisdictions. These resolutions could have a material impact on the effective tax rate in 2025.
Should these audits be settled, the resulting tax effect could impact the tax provision and cash flows in future periods. During 2026, the Company expects to resolve certain tax matters related to U.S. and foreign jurisdictions. These resolutions could have a material impact on the effective tax rate in 2026.
Revenue by type Percentage of Total Revenue Increase (Decrease) In millions 2024 2023 2022 2024 2023 2022 2024 v 2023 2023 v 2022 Software and services revenue $ 2,055 $ 2,115 $ 2,042 72.7 % 66.6 % 64.3 % (3) % 4 % Hardware revenue 771 1,063 1,132 27.3 % 33.4 % 35.7 % (27) % (6) % Total Revenue $ 2,826 $ 3,178 $ 3,174 100.0 % 100.0 % 100.0 % (11) % — % Revenue by geography In millions 2024 % 2023 % 2022 % United States $ 1,706 60 % $ 2,056 65 % $ 2,014 63 % Americas (excluding United States) 239 9 % 230 7 % 225 7 % Europe, Middle East and Africa 574 20 % 543 17 % 555 18 % Asia Pacific 307 11 % 349 11 % 380 12 % Total revenue $ 2,826 100 % $ 3,178 100 % $ 3,174 100 % Net income (loss) from continuing operations attributable to NCR Voyix and Adjusted EBITDA (2) as a percentage of total revenue Percentage of Total Revenue Increase (Decrease) In millions 2024 2023 2022 2024 2023 2022 2024 v 2023 2023 v 2022 Net income (loss) from continuing operations attributable to NCR Voyix $ (202) $ (729) $ (369) (7.1) % (22.9) % (11.6) % (72) % 98 % Adjusted EBITDA (2) $ 347 $ 337 $ 324 12.3 % 10.6 % 10.2 % 3 % 4 % (2) Refer to our definition of Adjusted EBITDA in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms” below. 35 Table of Contents Non-GAAP Financial Measures and Use of Certain Terms: Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) Our management uses the non-GAAP measure Adjusted EBITDA because it provides useful information to investors as an indicator of strength and performance of the Company’s ongoing business operations, including funding discretionary spending such as capital expenditures, strategic acquisitions, and other investments.
Revenue by type Percentage of Total Revenue Increase (Decrease) In millions 2025 2024 2023 2025 2024 2023 2025 v 2024 2024 v 2023 Software and services revenue $ 1,986 $ 2,049 $ 2,108 73.9 % 72.7 % 66.6 % (3) % (3) % Hardware revenue 701 769 1,058 26.1 % 27.3 % 33.4 % (9) % (27) % Total Revenue $ 2,687 $ 2,818 $ 3,166 100.0 % 100.0 % 100.0 % (5) % (11) % Revenue by geography In millions 2025 % 2024 % 2023 % Revenue by Geographic Area United States $ 1,641 61 % $ 1,706 61 % $ 2,056 65 % Americas (excluding United States) 188 7 % 239 8 % 230 7 % Europe, Middle East and Africa 587 22 % 566 20 % 531 17 % Asia Pacific 271 10 % 307 11 % 349 11 % Total revenue $ 2,687 100 % $ 2,818 100 % $ 3,166 100 % Net income (loss) from continuing operations attributable to NCR Voyix and Adjusted EBITDA (2) as a percentage of total revenue Percentage of Total Revenue Increase (Decrease) In millions 2025 2024 2023 2025 2024 2023 2025 v 2024 2024 v 2023 Net income (loss) from continuing operations attributable to NCR Voyix $ 42 $ (201) $ (733) 1.6 % (7.1) % (23.2) % n/m n/m Adjusted EBITDA (2) $ 425 $ 348 $ 333 15.8 % 12.3 % 10.5 % 22 % 5 % (2) Refer to our definition of Adjusted EBITDA in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms” below. 36 Table of Contents Non-GAAP Financial Measures and Use of Certain Terms: Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) Our management uses the non-GAAP measure Adjusted EBITDA because it provides useful information to investors as an indicator of strength and performance of the Company’s ongoing business operations, including funding discretionary spending such as capital expenditures, strategic acquisitions, and other investments.
As a percentage of revenue, selling, general and administrative expenses were 16.2% in 2024 and 20.7% in 2023.
Selling, general, and administrative expenses were $458 million in 2024, compared to $658 million in 2023. As a percentage of revenue, selling, general and administrative expenses were 16.3% in 2024 compared to 20.8% in 2023.
Restaurants Adjusted EBITDA increased 23% for the year ended December 31, 2023 compared to the period year period driven by positive revenue mix and growth in services offsetting the impact of higher labor costs. 43 Table of Contents FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES General Our primary liquidity needs in the ordinary course of business are: (i) normal operating expenses; (ii) interest and principal requirements of our outstanding indebtedness; (iii) capital expenditures and lease payments; (iv) remediation payments related to environmental matters; (v) pension and postemployment plan contributions; and (vi) transformation and restructuring initiatives.
For the year ended December 31, 2024 compared to the year ended December 31, 2023 A comparison of the Segment Adjusted EBITDA results for 2024 versus that of 2023 was included in our Annual Report on Form 10-K for the year ended December 31, 2024. 44 Table of Contents FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES General Our primary liquidity needs in the ordinary course of business are: (i) normal operating expenses; (ii) interest and principal requirements of our outstanding indebtedness; (iii) capital expenditures and lease payments; (iv) remediation payments related to environmental matters; (v) pension and postemployment plan contributions; and (vi) transformation and restructuring initiatives.
Valuation of Long-lived Assets and Amortizable Other Intangible Assets We perform impairment tests for our long-lived assets if an event or circumstance indicates that the carrying amount of our long-lived assets may not be recoverable. In response to changes in industry and market conditions, we may also strategically realign our resources and consider restructuring, disposing of, or otherwise exiting businesses.
Valuation of Long-lived Assets and Amortizable Other Intangible Assets We perform impairment tests for our long-lived assets if an event or circumstance indicates that the carrying amount of our long-lived assets may not be recoverable.
Recurring revenue as a percentage of total revenue Percentage of Total Revenue Increase (Decrease) In millions 2024 2023 2022 2024 2023 2022 2024 v 2023 2023 v 2022 Recurring revenue (1) $ 1,634 $ 1,617 $ 1,579 57.8 % 50.9 % 49.7 % 1 % 2 % All other revenue 1,192 1,561 1,595 42.2 % 49.1 % 50.3 % (24) % (2) % Total Revenue $ 2,826 $ 3,178 $ 3,174 100.0 % 100.0 % 100.0 % (11) % — % (1) Recurring revenue includes all revenue streams from contracts where there is a predictable revenue pattern that will occur at regular intervals with a relatively high degree of certainty.
Recurring revenue as a percentage of total revenue Percentage of Total Revenue Increase (Decrease) In millions 2025 2024 2023 2025 2024 2023 2025 v 2024 2024 v 2023 Recurring revenue (1) $ 1,676 $ 1,629 $ 1,612 62.4 % 57.8 % 50.9 % 3 % 1 % All other revenue 1,011 1,189 1,554 37.6 % 42.2 % 49.1 % (15) % (23) % Total Revenue $ 2,687 $ 2,818 $ 3,166 100.0 % 100.0 % 100.0 % (5) % (11) % (1) Recurring revenue includes all revenue streams from contracts where there is a predictable revenue pattern that will occur at regular intervals with a relatively high degree of certainty.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

11 edited+0 added−2 removed10 unchanged
Biggest changeAlthough we use financial instruments to hedge certain foreign currency risks, we are not fully protected against foreign currency fluctuations and our reported results of operations could be affected by changes in foreign currency exchange rates.
Biggest changeAlthough we use financial instruments to hedge certain foreign currency risks, we are not fully protected against foreign currency fluctuations and our reported results of operations could be affected by changes in foreign currency exchange rates. To manage our exposures and mitigate the impact of currency fluctuations on the operations of our foreign subsidiaries, we hedge our main transactional exposures.
Dollar, our results can be significantly impacted by changes in foreign currency exchange rates. We have exposure to approximately 30 functional currencies and are exposed to foreign currency exchange risk with respect to our sales, profits and assets and liabilities denominated in currencies other than the U.S. Dollar.
Dollar, our results can be significantly impacted by changes in foreign currency exchange rates. We have exposure to approximately 25 functional currencies and are exposed to foreign currency exchange risk with respect to our sales, profits and assets and liabilities denominated in currencies other than the U.S. Dollar.
Interest Rate Risk Approximately 100% of our borrowings were on a fixed rate basis as of December 31, 2024 and we did not have any outstanding interest rate derivative contracts as of December 31, 2024. We are subject to interest rate risk related to variable-rate debt when we borrow from our Revolving Credit Facility.
Interest Rate Risk Approximately 100% of our borrowings were on a fixed rate basis as of December 31, 2025 and we did not have any outstanding interest rate derivative contracts as of December 31, 2025. We are subject to interest rate risk related to variable-rate debt when we borrow from our Revolving Credit Facility.
This had an unfavorable revenue impact of less than 1% on 2024 compared to 2023. This excludes the effects of our hedging activities and, therefore, does not reflect the actual impact of fluctuations in exchange rates on our operating income.
This had an unfavorable revenue impact of less than 1% on 2025 compared to 2024. This excludes the effects of our hedging activities and, therefore, does not reflect the actual impact of fluctuations in exchange rates on our operating income.
The Company expects that any increase or decrease in the fair value of the portfolio would be substantially offset by increases or decreases in the underlying exposures being hedged. The U.S. Dollar was stronger in 2024 compared to 2023 based on comparable weighted averages for our functional currencies.
The Company expects that any increase or decrease in the fair value of the portfolio would be substantially offset by increases or decreases in the underlying exposures being hedged. 52 Table of Contents The U.S. Dollar was stronger in 2025 compared to 2024 based on comparable weighted averages for our functional currencies.
A 10% appreciation in the value of the U.S. Dollar against foreign currencies from the prevailing market rates would have resulted in a corresponding decrease in the fair value of the hedge portfolio of $2 million as of December 31, 2024 . A 10% depreciation in the value of the U.S.
A 10% appreciation in the value of the U.S. Dollar against foreign currencies from the prevailing market rates would have resulted in a corresponding decrease in the fair value of the hedge portfolio of $7 million as of December 31, 2025 . A 10% depreciation in the value of the U.S.
As of December 31, 2024, we did not have any significant concentration of credit risk related to financial instruments. 52 Table of Contents Index to Financial Statements and Supplemental Data Page Report of Independent Registered Public Accounting Firm [PCAOB ID 238 ] 54 Consolidated Statements of Operations 56 Consolidated Statements of Comprehensive Income (Loss) 57 Consolidated Balance Sheets 58 Consolidated Statements of Cash Flows 59 Consolidated Statements of Changes in Stockholders’ Equity 60 Notes to Consolidated Financial Statements 61 Note 1.
As of December 31, 2025, we did not have any significant concentration of credit risk related to financial instruments. 53 Table of Contents Index to Financial Statements and Supplemental Data Page Report of Independent Registered Public Accounting Firm [PCAOB ID 238 ] 55 Consolidated Statements of Operations 57 Consolidated Statements of Comprehensive Income (Loss) 58 Consolidated Balance Sheets 59 Consolidated Statements of Cash Flows 60 Consolidated Statements of Changes in Stockholders’ Equity 61 Notes to Consolidated Financial Statements 62 Note 1.
Dollar against foreign currencies from the prevailing market rates would have resulted in a corresponding increase in the fair value of the hedge portfolio of $3 million as of December 31, 2024 .
Dollar against foreign currencies from the prevailing market rates would have resulted in a corresponding increase in the fair value of the hedge portfolio of $9 million as of December 31, 2025 .
Basis of Presentation and Significant Accounting Policies 61 Note 2. Discontinued Operations 73 Note 3. Business Combinations and Divestitures 76 Note 4. Goodwill and Purchased Intangible Assets 77 Note 5. Segment Information 77 Note 6. Debt Obligations 82 Note 7. Trade Receivable Facility 84 Note 8. Income Taxes 85 Note 9. Stock Compensation Plans 87 Note 10.
Basis of Presentation and Significant Accounting Policies 62 Note 2. Discontinued Operations 74 Note 3. Business Combinations and Divestitures 76 Note 4. Goodwill and Purchased Intangible Assets 76 Note 5. Segment Information 77 Note 6. Debt Obligations 80 Note 7. Trade Receivable Facility 82 Note 8. Income Taxes 83 Note 9. Stock Compensation Plans 88 Note 10.
As of December 31, 2024, we had no borrowings under the facility. 51 Table of Contents The increase in pre-tax interest expense for the year ended December 31, 2024 from a hypothetical 100 basis point increase in variable interest rates would be approximately $3 million.
As of December 31, 2025, we had no borrowings under the facility. The increase in pre-tax interest expense for the year ended December 31, 2025 from a hypothetical 100 basis point increase in variable interest rates would be less than $1 million.
Employee Benefit Plans 91 Note 11. Commitments and Contingencies 97 Note 12. Leasing 102 Note 13. Series A Preferred Stock 104 Note 14. Earnings Per Share 106 Note 15. Derivatives and Hedging Instruments 107 Note 16. Fair Value of Assets and Liabilities 111 Note 17. Accumulated Other Comprehensive Income 111 Note 18. Supplemental Financial Information 114 Note 19.
Employee Benefit Plans 92 Note 11. Commitments and Contingencies 97 Note 12. Leasing 102 Note 13. Series A Preferred Stock 104 Note 14. Earnings Per Share 106 Note 15. Derivatives and Hedging Instruments 108 Note 1 6 . Accumulated Other Comprehensive Income 110 Note 1 7 . Supplemental Financial Information 111 54 Table of Contents
Removed
To manage our exposures and mitigate the impact of currency fluctuations on the operations of our foreign subsidiaries, we hedge our main transactional exposures through the use of foreign exchange forward contracts. Historically, if these contracts are designated as highly effective cash flow hedges, the gains or losses are deferred into accumulated other comprehensive income ( “ AOCI ” ).
Removed
Quarterly Financial Information (Unaudited) 115 53 Table of Contents

Other VYX 10-K year-over-year comparisons