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

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Paragraph-level year-over-year comparison of NCR Atleos 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.

+344 added−386 removedSource: 10-K (2026-02-27) vs 10-K (2025-03-03)

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

344 paragraphs added · 386 removed · 262 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

61 edited+6 added−7 removed106 unchanged
Biggest changeIn particular, the Audit Committee of the Board (the “Audit Committee”) will assist the Board in its oversight of risk management. Atleos’ management is responsible for developing and managing formal programs designed to identify, assess and respond to material and emerging risks and opportunities that may impact the achievement of Atleos’ strategic objectives.
Biggest changeAtleos’ management is responsible for developing and managing formal programs designed to identify, assess and respond to material and emerging risks and opportunities that may impact the achievement of Atleos’ strategic objectives. In particular, the Audit Committee of the Board (the “Audit Committee”) assists the Board in its oversight of risk management.
Our solutions are designed to enable the acceleration of digital transformation through software, services, and hardware, creating meaningful operating efficiencies while offering differentiated user experiences to their end consumers. ATM and ITM channels allow financial institutions to transform the traditional branch banking model and offer a more robust, efficient, and convenient banking experience to their customers.
Our solutions are designed to enable the acceleration of digital transformation through software, services, and hardware, creating meaningful operating efficiencies while offering differentiated user experiences to end consumers. ATM and ITM channels allow financial institutions to transform the traditional branch banking model and offer a more robust, efficient, and convenient banking experience to their customers.
Additionally, our LibertyX platform gives enrolled LibertyX users the ability to buy and sell Bitcoin. • Managed Services: Our managed services, including ATMaaS solutions, help retailers, financial institutions, and ATM distributors run their end-to-end ATM channel by relying on us to handle some or all of the operational aspects associated 4 Table of Contents with operating and maintaining ATMs, typically in exchange for a monthly service fee, a fee per transaction, or a fee per service provided.
Additionally, our LibertyX platform gives enrolled LibertyX users the ability to buy and sell Bitcoin. 4 Table of Contents • Managed Services: Our managed services, including ATMaaS solutions, help retailers, financial institutions, and ATM distributors run their end-to-end ATM channel by relying on us to handle some or all of the operational aspects associated with operating and maintaining ATMs, typically in exchange for a monthly service fee, a fee per transaction, or a fee per service provided.
The ERM programs include the following primary objectives: • Establish a standard risk framework and supporting policies and processes to identify, assess, respond to, and report on business risks and opportunities • Establish clear roles and responsibilities in support of the Company’s risk management activities • Ensure appropriate independent oversight of business risks and opportunities and the impacts of related business decisions on the Company’s risk profiles and tolerances • Ensure appropriate communication and reporting of business risks and opportunities including related response strategies and controls to Atleos’ executive leadership and Board • Provide relevant training to executives, managers and employees.
The ERM programs include the following primary objectives: • Establish a standard risk framework and supporting policies and processes to identify, assess, respond to, and report on business risks and opportunities; • Establish clear roles and responsibilities in support of the Company’s risk management activities; • Ensure appropriate independent oversight of business risks and opportunities and the impacts of related business decisions on the Company’s risk profiles and tolerances; • Ensure appropriate communication and reporting of business risks and opportunities including related response strategies and controls to Atleos’ executive leadership and Board; and • Provide relevant training to executives, managers and employees.
The privacy program is supported by dedicated privacy attorneys, privacy program managers within the business, and data protection officers in various locations internationally. Many of 7 Table of Contents these privacy professionals have industry recognized privacy certifications from the International Association of Privacy Professionals.
The privacy program is supported by dedicated privacy 7 Table of Contents attorneys, privacy program managers within the business, and data protection officers in various locations internationally. Many of these privacy professionals have industry recognized privacy certifications from the International Association of Privacy Professionals.
Available Information Atleos makes available through its website at http://investor.ncratleos.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”).
Available Information Atleos makes available through its website at http://investor.ncratleos.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, as amended (the “Exchange Act”).
Select functionality includes device management, endpoint security, ATM marketing, cash management, transaction processing, personalization and application software. We have developed our software expressly to foster the digital first strategies of customers, including the requisite flexibility to enable seamless add-ons, upgrades, maintenance and security. We can earn revenue on a recurring, subscription basis based on multi-year contracts.
Select functionality includes device management, endpoint security, ATM marketing, cash management, transaction processing, personalization and application software. We have developed our software expressly to foster the digital first strategies of customers, including the requisite flexibility to enable seamless add-ons, upgrades, maintenance and security. We earn revenue on a recurring, subscription basis based on multi-year contracts.
In addition to our current initiatives that tend to drive additional transaction volumes to our ATMs, such as bank-branding and network-branding, we have developed and are continuing to develop new initiatives to drive incremental transactions to our existing ATM locations. These initiatives may include incentives to cardholders, such as coupons and rewards, which incentivize customers to visit our ATMs.
In addition to our current initiatives that tend to drive additional transaction volumes to our ATMs, such as bank-branding, we have developed and are continuing to develop new initiatives to drive incremental transactions to our existing ATM locations. These initiatives may include incentives to cardholders, such as coupons and rewards, which incentivize customers to visit our ATMs.
We also continue to evaluate emerging technologies, such as machine learning and generative artificial intelligence, for incorporation into our business to augment our products and services. Intellectual Property, including Patents and Trademarks Intellectual property is of significant importance to us. We maintain a broad portfolio of intellectual property rights, including patents, copyrights, trademarks and trade secret rights.
We also continue to evaluate emerging technologies, such as machine learning and generative artificial intelligence (“AI”), for incorporation into our business to augment our products and services. Intellectual Property, including Patents and Trademarks Intellectual property is of significant importance to us. We maintain a broad portfolio of intellectual property rights, including patents, copyrights, trademarks and trade secret rights.
Nunez served as General Counsel, Corporate Secretary and Chief Compliance Officer of HD Supply, Inc., a spin-off from The Home Depot, where he co-led the subsequent initial public offering. From 2005-2007, Mr. Nunez served as Vice President, Legal of The Home Depot. From 1996 – 2005 Mr.
Nunez served as General Counsel, Corporate Secretary and Chief Compliance Officer of HD Supply, Inc., a spin-off from The Home Depot, where he co-led the subsequent initial public offering. From 2005 to 2007, Mr. Nunez served as Vice President, Legal of The Home Depot. From 1996 to 2005, Mr.
We expect to maintain our rights in and to the NCR Atleos and other trademark including NCR for years to come. Seasonality Our sales have been historically seasonal, with lower revenue in the first quarter of each year.
We expect to maintain our rights in and to the trademark NCR Atleos, and other trademarks including NCR, for years to come. Seasonality Our sales have been historically seasonal, with lower revenue in the first quarter of each year.
As a money service business, LibertyX must register with Financial Crimes Enforcement Network and comply with AML regulations, including the Bank Secrecy Act, the USA Patriot Act, and Office of Foreign Assets Control (“OFAC”) regulations.
As a money service business, LibertyX and ReadyCode must register with Financial Crimes Enforcement Network and comply with AML regulations, including the Bank Secrecy Act, the USA Patriot Act, and Office of Foreign Assets Control (“OFAC”) regulations.
With an as a service model, we have an opportunity to win incremental market share by improving the utility of our customers’ self-directed banking solutions, driving retention. • Grow the Allpoint network : As banks reduce physical footprints and digitize existing branches, and credit unions seek to expand with limited physical points of presence, our value proposition is only magnified, and our sales pipeline reflects this secular trend.
With our comprehensive as a service model, we have an opportunity to win incremental market share by improving the utility of new and existing customers’ self-directed banking solutions, driving retention. • Grow the Allpoint network : As banks reduce physical footprints and digitize existing branches, and credit unions seek to expand with limited physical points of presence, our value proposition is only magnified, and our sales pipeline reflects this secular trend.
We also offer an ATM as a service (“ATMaaS”) solution to manage and run the ATM channel end-to-end for financial institutions that include back office, cash management, software management and ATM deployment, among others. • Network - Provides a cost-effective way for financial institutions, financial technology companies (“fintechs”), neobanks, and retailers to reach and serve their customers through our network of ATMs and multi-functioning financial services kiosks.
We also offer an ATM as a service (“ATMaaS”) solution to manage and run the ATM channel end-to-end for financial institutions that include back office, cash management, software management and ATM deployment, among other services. • Network - Provides a cost-effective way for financial institutions, financial technology companies (“fintechs”), neobanks, and retailers to reach and serve their customers through our network of ATMs and multi-functioning financial services kiosks.
Atleos requires its supplier partners to maintain compliance with the Restriction of Hazardous Substances (RoHS) Directive, Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) Regulation, and other applicable regulations. Human Capital Resources On December 31, 2024, Atleos had approximately 20,000 employees worldwide. Given the multinational nature of our business, we monitor our global employment footprint.
Atleos requires its supplier partners to maintain compliance with the Restriction of Hazardous Substances (RoHS) Directive, Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) Regulation, and other applicable regulations. Human Capital Resources On December 31, 2025, Atleos had approximately 20,000 employees worldwide. Given the multinational nature of our business, we monitor our global employment footprint.
We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to our ATM network, including our proprietary Allpoint network, providing convenient and fee-free cash withdrawal and deposit access to their customers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via ReadyCode (formerly Pay360).
We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to our ATM network, including our proprietary Allpoint network, providing convenient and fee-free cash withdrawal and deposit access to their customers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via ReadyCode.
We will focus our expansion and investment on high cash jurisdictions, such as Italy and other European Union countries and beyond, where we believe we have an opportunity to build Allpoint-like networks in partnership with broader, country-level banking systems. • Select M&A : We intend to continue to complement and accelerate our organic growth strategies through acquisitions.
We will focus our expansion and investment on high cash jurisdictions, such as European Union countries and beyond, where we believe we have an opportunity to build Allpoint-like networks in partnership with broader, country-level banking systems. • Select M&A : We intend to continue to complement and accelerate our organic growth strategies through acquisitions.
Within our Allpoint network, historically, we have competed with financial institutions and other independent ATM deployers (commonly referred to as “IADs”) for additional ATM placements, new merchant accounts, branding, and acquisitions. Research and Development We remain focused on designing and developing solutions that anticipate our customers’ changing technological needs as well as consumer preferences.
Within our Allpoint network, historically, we have competed with financial institutions and other independent ATM deployers (commonly referred to as “IADs”) for additional ATM placements, new merchant accounts, branding, and acquisitions. Research and Development We remain focused on designing and developing solutions that anticipate our customers’ changing technological needs, as well as consumer preferences for convenience and accessibility.
Nunez served in positions of increasing responsibility at General Electric Company and began his legal career in private practice at Steel Hector & Davis (now Squire Patton & Boggs). Mr. Nunez received a Bachelor of Science in Economics from The Wharton School of Business and his Juris Doctor from Columbia University School of Law. Andrew R.
Nunez served in positions of increasing responsibility at General Electric Company and began his legal career in private practice at Steel Hector & Davis (now Squire Patton & Boggs). Mr. Nunez received a Bachelor of Science in Economics from The Wharton School of Business and his Juris Doctor from Columbia University School of Law.
Our Code of Conduct sets forth standards designed to uphold our values and foster integrity in our relationships with one another and our valued stakeholders. Our Code of Conduct is available at https://www.ncratleos.com/corporate-governance-docs/ncr-atleos_atleos-code-of-conduct.pdf. Everyone at Atleos is required to annually take our Code of Conduct training, available in 13 languages.
Our Code of Conduct sets forth standards designed to uphold our values and foster integrity in our relationships with one another and our valued stakeholders. Our Code of Conduct is available at https://www.ncratleos.com/corporate-governance-docs/ncr-atleos_atleos-code-of-conduct.pdf. Everyone at Atleos is required to annually take our Code of Conduct training, available in 16 languages.
Atleos encourages investors to visit its website regularly, as information may be updated and new information may be posted at any time. The contents of Atleos’ website are not incorporated by reference into this Form 10-K and shall not be deemed “filed” under the Exchange Act. 12 Table of Contents
Atleos encourages investors to visit its website regularly, as information may be updated and new information may be posted at any time. The contents of Atleos’ website are not incorporated by reference into this Form 10-K and shall not be deemed “filed” under the Exchange Act. 11 Table of Contents
Our software strategy is the driving factor behind the evolution of our financial profile to a more recurring, lower capital model. • Hardware: We develop, assemble, distribute and maintain a variety of ATM hardware units. We can assemble and sell an ATM or ITM with or without embedding our own hardware-agnostic software.
Our combined software and services strategy is the driving factor behind the evolution of our financial profile to a more recurring, lower capital model. • Hardware: We develop, assemble, distribute and maintain a variety of ATM hardware units. We can assemble and sell an ATM or ITM with or without embedding our own hardware-agnostic software.
A detailed discussion of the current estimated impacts of compliance relating to environmental regulations, particularly the Kalamazoo River matter, is reported in Item 8 of Part II of this Report as part of Note 10, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements and is incorporated here by reference.
A detailed discussion of the current estimated impacts of compliance relating to environmental regulations, particularly the Kalamazoo River matter, is reported in Item 8 of Part II of this Report as part of Note 9, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements and is incorporated here by reference.
Atleos will furnish, without charge to a security holder upon written request, the Notice of Meeting and Proxy Statement for the 2025 Annual Meeting of Stockholders (the 2025 Proxy Statement), portions of which are incorporated herein by reference. Atleos also will furnish its Code of Conduct at no cost and any other exhibit at cost.
Atleos will furnish, without charge to a security holder upon written request, the Notice of Meeting and Proxy Statement for the 2026 Annual Meeting of Stockholders (the 2026 Proxy Statement), portions of which are incorporated herein by reference. Atleos also will furnish its Code of Conduct at no cost and any other exhibit at cost.
Under the direction of Atleos’ CISO, the Global Information Security organization is responsible for implementing and maintaining an information security program designed to protect information technology resources and protect the confidentiality and integrity of data gathered on our people, partners, customers, and business assets.
Under the direction of Atleos’ CISO, the Global Information Security organization is responsible for implementing and maintaining an information security program designed to protect information technology resources and the confidentiality and integrity of data gathered relating to our people, partners, customers, and business assets.
Document requests are available by calling or writing to: NCR Atleos—Investor Relations 864 Spring Street NW Atlanta, GA 30308 Phone: 832-308-4999 E-Mail: investor.relations@ncratleos.com Website: http://investor.ncratleos.com 11 Table of Contents Atleos’ website, www.ncratleos.com, contains a significant amount of information about Atleos, including financial and other information for investors.
Document requests are available by calling or writing to: NCR Atleos—Investor Relations 864 Spring Street NW Atlanta, GA 30308 Phone: 832-308-4999 E-Mail: investor.relations@ncratleos.com Website: http://investor.ncratleos.com Atleos’ website, www.ncratleos.com, contains a significant amount of information about Atleos, including financial and other information for investors.
Additionally, our Chief Compliance Officer oversees investigations pertaining to fraud, conflicts of interest, violations of laws, and other similar matters, and reports on those activities to one or more Committees of the Board.
Further, our Chief Compliance Officer oversees investigations pertaining to fraud, conflicts of interest, violations of laws, and other similar matters, and reports on those activities to one or more Committees of the Board.
Although in the aggregate our 5 Table of Contents intellectual property is materially important to Atleos and our business, we do not consider any single piece of technology, patent, copyright, trade secret or license to it to be of material importance to our business as a whole.
Although in the aggregate our intellectual property is materially important to Atleos and our business, we do not consider any single piece of technology, patent, copyright, trade secret or license to it to be of material importance to our business as a whole.
The scale and global reach of our service network differentiates us from our competitors. • ATM Network : The ATMs and ITMs we deploy are operated under either Company-owned, customer-owned, or partner-owned models, depending on the customer need and delivery model selected.
The scale, expertise and global reach of our service network differentiate us from our competitors. • ATM Network : The ATMs and ITMs we deploy are operated under either Company-owned, customer-owned, or partner-owned models, depending on the customer need and delivery model selected.
From February 2018 to April 2023, Mr. Wamser served as Executive Vice President and Chief Financial Officer of Mativ Holdings, a global specialty materials company, where he was responsible for financial planning and analysis, tax, treasury, accounting, investor relations, and strategy / M&A. From August 2014 to January 2018, Mr.
From February 2018 to April 2023, Mr. Wamser served as Executive Vice President and Chief Financial Officer of Mativ Holdings, Inc. (formerly SWM International, Inc.), a global specialty materials company, where he was responsible for financial planning and analysis, tax, treasury, accounting, investor relations, and strategy / M&A. From August 2014 to January 2018, Mr.
However, there are several large financial services companies, equipment manufacturers, and service providers that currently offer some of the services we provide, with whom we compete directly in this area. Our competition consists of global ATM software, services and hardware companies including Fiserv, Euronet, Cord Financial, Brinks, Hyosung, and Diebold Nixdorf.
However, there are several large financial services companies, equipment manufacturers, and service providers that currently offer some of the services we provide, with whom we compete directly in this area. Our competition consists of global ATM software, services and hardware companies including Fiserv, Euronet, Brink’s Company, Hyosung, and Diebold Nixdorf.
In many cases, we own the intellectual property relevant to or used by our business, but in other cases, we obtain licenses, including in supply arrangements, to access and use other parties’ intellectual property, including that of Voyix.
In 5 Table of Contents many cases, we own the intellectual property relevant to or used by our business, but in other cases, we obtain licenses, including in supply arrangements, to access and use other parties’ intellectual property, including that of Voyix.
Training is updated annually, taking into account the recent compliance matters and the Company’s compliance risk profile. Our Ethics and Compliance Team is responsible for managing the Company’s adherence to the Code of Conduct. In 2024, 100% of active Atleos employees and each member of the Board of Directors completed our annual Code of Conduct training.
Training is updated annually, taking into account the recent compliance matters and the Company’s compliance risk profile. Our Ethics and Compliance Team is responsible for managing the Company’s adherence to the Code of Conduct. In 2025, 100% of active Atleos employees and contractors and each member of the Board completed our annual Code of Conduct training.
Backlog Backlog includes orders confirmed for products scheduled to be shipped as well as certain professional and transaction services to be provided. Although we believe that the orders included in the backlog are firm, we may allow some orders to be canceled by the customer without penalty.
Backlog Backlog includes orders confirmed for products scheduled to be shipped as well as certain professional and transaction services to be provided. Although we believe that the orders included in the backlog are firm, we may allow some orders to be canceled by the 6 Table of Contents customer without penalty.
The business is required to maintain customer identification and transaction monitoring programs, including, but not limited to, collection and verification of know your customer information, OFAC and politically exposed person screening, customer due diligence/enhanced due diligence processes, and currency transaction records and suspicious activity filings.
The businesses are required to maintain customer identification and transaction monitoring programs, including, but not limited to, collection and verification of know your customer information, OFAC and politically exposed person screening, customer due diligence/enhanced due diligence processes, and currency transaction records and suspicious activity filings.
Sales and Marketing We have a sales and marketing team of approximately 565 people around the globe focused on developing and managing our relationships with financial institutions and retail customers. We typically organize our sales and marketing teams by customer type across retail and financial customers.
Sales and Marketing We have a sales and marketing team around the globe focused on developing and managing our relationships with financial institutions and retail customers. We typically organize our sales and marketing teams by customer type across retail and financial customers.
We believe our scale, operational expertise and efficient use of capital, as a percentage of revenues, allows us to deliver meaningful free cash flows, with opportunities for further expansion as we pursue our growth objectives, undertake strategic acquisitions and return capital to our stockholders.
We believe our global scale, operational expertise and efficient use of capital, as a percentage of revenues, position us to deliver meaningful free cash flow, with opportunities for further expansion as we pursue our growth objectives, undertake strategic acquisitions and return capital to our stockholders.
Further information regarding the potential impact of compliance with governmental laws and regulations is also included in Item 1A of this Report and is also incorporated here by reference. Information about our Executive Officers The Executive Officers of Atleos (as of March 3, 2025) are as follows: Name Age Position and Offices Held Timothy C.
Further information regarding the potential impact of compliance with governmental laws and regulations is also included in Item 1A of this Report and is also incorporated here by reference. Information about our Executive Officers The Executive Officers of Atleos (as of February 27, 2026) are as follows: Name Age Position and Offices Held Timothy C.
As of December 31, 2024, we have ATM networks in 12 countries and service ATMs in 65 countries and, in 2024, we generated 55% of our revenue outside of the United States.
As of December 31, 2025, we have ATM networks in 13 countries and service ATMs in 65 countries and, in 2025, we generated 55% of our revenue outside of the United States.
As of December 31, 2024, our primary internal manufacturing facility is in Chennai, India and we leverage additional partner facilities located in Budapest, Hungary, and Chihuahua, Mexico.
As of December 31, 2025, our primary internal manufacturing facility is in Chennai, India and we leverage additional partner facilities located in Budapest, Hungary.
We seek to identify growth opportunities and have also worked to simplify and streamline our sales and marketing processes to maintain our high quality and consistent experience for customers. Customers We have built a global network and serve banks and credit unions of varying sizes in over 140 countries.
We seek to identify growth opportunities and have also worked to simplify and streamline our sales and marketing processes, maintaining our high quality and consistent experience for customers, while delivering on a timely basis. Customers We have built a global network and serve banks and credit unions of varying sizes in over 140 countries.
For example, we are investing to introduce cashless card access and Bitcoin capabilities, extending ATM capabilities beyond cash access and balance inquiries.
For example, we are investing to introduce cashless card access and Bitcoin capabilities, extending ATM capabilities beyond traditional uses, such as cash access and balance inquiries.
Our expenses for research and development were $66 million in 2024, $77 million in 2023, and $64 million in 2022. We anticipate that we will continue to have significant research and development expenditures in the future in order 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 $70 million in 2025, $62 million in 2024, and $80 million in 2023. We anticipate that we will continue to have significant research and development expenditures in the future in order to provide a continuing flow of innovative, high-quality products and services and to help maintain and enhance our competitive position.
Additionally, we must obtain a virtual currency license in New York and Louisiana because those states have developed a specific license requirement for companies that engage in virtual currency business activity. While we have wound down the LibertyPay business operations, we continue to maintain its associated money transmitter licenses.
Additionally, we must obtain a virtual currency license in New York and Louisiana because those states have developed a specific license requirement for companies that engage in virtual currency business activity. While we have wound down the LibertyPay business operations, we continue to maintain its associated money transmitter licenses. These licenses are now actively used to support our ReadyCode product.
Although we do not currently expect that compliance with government laws and regulations, including environmental regulations and those designated to address climate risk, will have a material effect on the capital expenditures, cash flow, financial condition, earnings and competitive position of the Company or its segments, it is possible that such compliance could have a material adverse impact on our capital expenditures, cash flow, financial condition, earnings or competitive position, including, but, not limited to, as our Self-Service Banking, Network or T&T businesses grow or change.
For example, states may enact legislation relating to virtual currency kiosks that could limit our ability to operate. 9 Table of Contents Although we do not currently expect that compliance with government laws and regulations, including environmental regulations and those designated to address climate risk, will have a material effect on the capital expenditures, cash flow, financial condition, earnings and competitive position of the Company or its segments, it is possible that such compliance could have a material adverse impact on our capital expenditures, cash flow, financial condition, earnings or competitive position, including, but, not limited to, as our Self-Service Banking, Network or T&T businesses grow or change.
These licenses may be used in the future to support other Company initiatives that may require such licensure. While we believe that the Company has obtained the licenses necessary for its businesses to operate lawfully in the jurisdictions in which it operates, it is possible that jurisdictions may require new or modified licenses due to evolving regulation in this space.
While we believe that the Company has obtained the licenses necessary for its businesses to operate lawfully in the jurisdictions in which it operates, it is possible that jurisdictions may require new or modified licenses due to evolving regulation in this space.
One example of how we are already doing this is that certain of our applications, such as Intelligent Deposit and Self-Service Diagnostic Gateway (SSDG), enable our SelfServ ATM customers to better manage an increasing volume of transactions and related maintenance activities – cutting down on costs, fuel and materials required to operate and maintain their ATMs throughout the lifecycle.
A few examples of how we are already doing this include our Intelligent Deposit, Self-Service Diagnostic Gateway (SSDG) and our cash recycler solutions that enable our SelfServ ATM customers to better manage an increasing volume of transactions and related maintenance activities – cutting down on costs, fuel and materials required to operate and maintain their ATMs throughout the lifecycle.
Duvall 47 Chief Accounting Officer Set forth below is a description of the background of each of the Executive Officers. Timothy (Tim) C. Oliver is the President and Chief Executive Officer of Atleos, a position he has held since October 16, 2023.
Nuñez 61 Executive Vice President, General Counsel, Secretary and Chief Compliance Officer Traci Hornfeck 47 Chief Accounting Officer Set forth below is a description of the background of each of the Executive Officers. Timothy (Tim) C. Oliver is the President and Chief Executive Officer of Atleos, a position he has held since October 16, 2023.
As Executive Vice President of Network Global Technology of NCR, Mr. Mackinnon was responsible for the strategy and implementation of NCR’s global ATM technology and operations, including ensuring around-the- 10 Table of Contents clock operational status, performance monitoring, cash management, technical and call center support, and field operations.
As Executive Vice President of Network Global Technology of NCR, Mr. Mackinnon was responsible for the strategy and implementation of NCR’s global ATM technology and operations, including ensuring around-the-clock operational status, performance monitoring, cash management, technical and call center support, and field operations. He was directly responsible for developing innovative technology solutions with a focus on efficiency and service.
Further, we have a significant 6 Table of Contents portion of product revenue derived from term-based software license arrangements that include customer termination rights and services revenue that is recurring or transaction-based business, for which backlog information has not historically been measured.
Further, we have a significant portion of product revenue derived from term-based software license arrangements that include customer termination rights and services revenue that is recurring or transaction-based business, for which backlog information has not historically been measured. Therefore, we do not believe that our backlog, as of any particular date, is necessarily indicative of revenue for any future period.
He was directly responsible for developing innovative technology solutions with a focus on efficiency and service. Before joining NCR in June 2021 in connection with the acquisition of Cardtronics plc (“Cardtronics”), Mr. Mackinnon served as Executive Vice President of Technology and Chief Information Officer at Cardtronics, in which position he continued to serve through August 2021.
Before joining NCR in 10 Table of Contents June 2021 in connection with the acquisition of Cardtronics plc (“Cardtronics”), Mr. Mackinnon served as Executive Vice President of Technology and Chief Information Officer at Cardtronics, in which position he continued to serve through August 2021.
We also continue to invest in data analytics to better understand our ATM usage patterns to help us identify growth opportunities. • Win more customers and expand our footprint : We have a long history and association with branch transformation through generations of products and thousands of customers, many of whom we have served for decades.
We also continue to invest in data analytics to identify high cash usage areas allowing us to better serve our financial institution partners and customers. • Win more customers and expand our footprint in target markets : We have a long history and association with branch transformation through generations of products and thousands of customers, many of whom we have served for decades.
By combining all of these components into one ATMaaS offering, the Company expects to expand its opportunities and expects to capture additional revenues.
By combining all of these components into one ATMaaS offering, the Company strengthens its service offering for customers and increases our ability to capture additional revenues.
Delivering solutions and services that provide value to our customers in an environmentally responsible way is critical to Atleos’ ongoing success. As such, we strive to develop and recycle our products in a responsible way.
We continue to evaluate our environmental management progress annually to better understand our areas of opportunity to make a true impact. Product Innovation and Management. Delivering solutions and services that provide value to our customers in an environmentally responsible way is critical to Atleos’ ongoing success. As such, we strive to develop and recycle our products in a responsible way.
Refer to 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 for additional information on remaining performance obligations. Risk Management Oversight. Atleos is committed to a strong oversight mechanism of material risks.
However, backlog is included as a component of our remaining performance obligation to the extent we determine that the orders are non-cancellable. Refer to 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 for additional information on remaining performance obligations. Risk Management Oversight.
LibertyX must also comply with the consumer protection regulations under 12 CFR Part 1005 (Regulation E). We monitor the evolving regulatory environment closely, because it could 9 Table of Contents result in changes to our businesses. For example, states may enact legislation relating to virtual currency kiosks that could limit our ability to operate.
They must also comply with the consumer protection regulations under 12 CFR Part 1005 (Regulation E). We monitor the evolving regulatory environment closely, because it could result in changes to our businesses.
In return, we may receive branding fees from the financial institution or fintech while retaining our base revenue for non-branded cardholders using the branded ATMs. When the brand of a financial services provider is placed on an ATM, volumes typically increase which contributes to base revenue production through interchange and other applicable fees.
When the brand of a financial services provider is placed on an ATM, volumes typically increase which contributes to base revenue production through interchange and other applicable fees.
For example, Atleos uses remote sensing technology to solve customer equipment issues, which reduces the number of maintenance visits and reduces our carbon footprint. We complete the annual CDP climate change questionnaire and evaluate our environmental management progress annually to better understand our areas of opportunity to make a true impact. Product Innovation and Management.
For example, Atleos uses remote sensing technology to solve customer equipment issues, which reduces the number of maintenance visits and reduces our carbon footprint. We complete the annual CDP climate change questionnaire and have been recognized with a score of “B” for our most recent submission.
As of December 31, 2024, our employees by geographic region included approximately: 26% in the Asia Pacific region; 40% in the Europe, Middle East and Africa region; 17% in the Americas, excluding the United States; and 17% in the United States. 8 Table of Contents Atleos has taken the opportunity to review, revamp and establish the programs necessary to drive a successful future for our employees and our company.
As of December 31, 2025, our employees by geographic region included approximately: 8 Table of Contents 28% in the Asia Pacific region; 40% in the Europe, Middle East and Africa region; 14% in the Americas, excluding the United States; and 18% in the United States.
Oliver 56 President and Chief Executive Officer Andrew Wamser 51 Executive Vice President and Chief Financial Officer Stuart Mackinnon 53 Executive Vice President and Chief Operating Officer Andrea Burson 46 Executive Vice President and Chief Human Resources Officer Ricardo J. Nuñez 60 Executive Vice President, General Counsel, Chief Compliance Officer and Secretary Andrew R.
Oliver 57 President and Chief Executive Officer Andrew Wamser 52 Executive Vice President and Chief Financial Officer Stuart Mackinnon 54 Executive Vice President and Chief Operating Officer Andrea Burson 47 Executive Vice President and Chief Human Resources Officer Ricardo J.
Atleos continues to prioritize investment and focus on its human capital resources.
Atleos has taken the opportunity to review, revamp and establish the programs necessary to drive a successful future for our employees and our company. Atleos continues to prioritize investment and focus on its human capital resources.
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Therefore, we do not believe that our backlog, as of any particular date, is necessarily indicative of revenue for any future period. However, backlog is included as a component of our remaining performance obligation to the extent we determine that the orders are non-cancelable.
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In return, we may receive branding fees from the financial institution or fintech while increasing our volumes driven by surcharge-free access and retaining our base revenue for non-branded cardholders using the branded ATMs.
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Our progress to date includes: • Established a university hiring program and welcomed 200 intern and graduate hires in our inaugural year; • Enhanced various Total Rewards programs, such as short-term incentive plans with common measures that reinforce commitment to operational excellence and align with external commitments; • Introduced NCR Atleos Core Values; • Improved strategy-sharing and goal-setting process and resources to more effectively cascade and embed understanding of our strategy throughout the organization, as well as drive accountability; • Launched training and development resources via Linkedin Learning and NCRA U (NCR Atleos University); • Enhanced performance lifecycle by incorporating mid-year reviews and mandatory self-assessments to better manage, engage and reward our employees; • Creation of our Site Leader Alliance to enhance multi-site collaboration and sharing of employee engagement opportunities and best practices, driving engagement at the regional and site levels; • Deployed Front-line Leadership program for increased development opportunity at the manager/senior manager level; • Simplified job profiles to create better line of sight for career paths and improve overall organizational health; and • Piloted an enhanced onboarding experience that drives a more engaging employee experience and better sets employees up for success.
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Atleos is committed to a strong oversight mechanism of material risks.
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Our current roadmap for future programs to invest in our people includes: • Up and right-skilling talent in support of our ‘prioritize service’ focus; • Reinforce and build upon our company culture, employee engagement, and employee value proposition; • Continue to expand internal talent development programs and opportunities to enhance engagement and retention; • Further embed our core values of accountability, collaboration, and innovation within the employee experience; • Enhancing our Business Resource Group program to support inclusion, boost engagement and increase development and networking opportunities; • Expand university, military, and related programs to attract, hire, and grow diverse talent; and • Embrace simplicity by investing in our people, platforms and processes.
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Our progress to date includes: • Successfully implemented ‘Service First’ initiative, which keeps service at the core of our strategy and everyday actions (91% employee awareness and alignment in the first year); • Expanded development programs across leadership, process improvement, and other areas that are key to employee engagement and ongoing company success; • Implemented monthly manager toolkits, keeping our leaders informed on key initiatives and empowering them in communicating and engaging with their teams; • Launched global well-being program and resources, encompassing four key pillars: Physical, Financial, Family, and Mental well-being; • Invested in our people, platforms and processes by incorporating automation, increasing efficiency and improving employee experience; and • Enhanced and expanded upon initiatives that continue to reinforce our company culture, employee engagement, employee value proposition, and retention.
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DuVall is the Chief Accounting Officer of Atleos, a position he has held since October 16, 2023. Prior to the separation of Atleos from NCR on October 16, 2023, he served as the Vice President, Assistant Controller, of NCR from June of 2021 through September of 2023.
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Our current roadmap for future programs to invest in our people includes: • Further embedding our ‘Service First’ mindset, its benefits, and application opportunities across internal and external customers; • Harnessing the power of AI to work smarter and expand capabilities, empowering an AI-enabled, future-ready workforce; • Enhancing our global employee engagement survey to expand upon an already-valuable feedback cycle and create meaningful action planning around areas of opportunity; and • Creating further transparency and understanding of career path opportunities and expanding our portfolio of development opportunities, fostering employee growth and satisfaction.
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From 2019 to 2021 he was the Executive Director of Financial Planning and Analysis for the Banking Software Business. Mr. Duvall joined NCR in 2012 and held various roles including the Corporate Revenue Controller and Americas Region Controller. Mr.
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Traci Hornfeck is the Chief Accounting Officer of Atleos, a position she has held since March 31, 2025. Ms. Hornfeck joined the Company from Rollins, Inc. (NYSE: ROL), where she served as Chief Accounting Officer from 2021 to 2025. Previous to this, Ms. Hornfeck held several Accounting leadership roles at Equifax Inc.
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Duvall began his career at PricewaterhouseCoopers (“PwC”) and spent 12 years in various positions on software and technology clients including 3 years as a Senior Manager on PwC’s largest client in Finland. He completed his undergraduate studies at Mercer University and graduated with his Master in Accountancy from USC Marshall School of Business.
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(NYSE: EFX) from 2014 to 2021, including the U.S. Controller and the VP of External Reporting. She began her career at PricewaterhouseCoopers where she worked with leading multinational and U.S.-based accounting clients. She completed her undergraduate studies at Miami University and is a registered Certified Public Accountant (CPA) in the State of Georgia and the State of Virginia.
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He is a registered Certified Public Accountant (CPA) in the State of Georgia.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

69 edited+15 added−16 removed281 unchanged
Biggest changeOur future competitive performance and market position depend on a number of factors, including our ability to: • execute our ATM as a Service strategy to grow our software and services revenue, as well as our recurring revenue; • improve margin expansion while successfully reacting to competitive product and pricing pressures; • mitigate increases in labor costs, component parts, freight, services and interest rates with price increases; • penetrate and meet the changing competitive requirements and deliverables in developing and emerging markets; • retain our existing key customers and add new customer relationships; • cross-sell additional products and service to our existing customer base; • rapidly and continually design, develop and market, to otherwise maintain and introduce innovative solutions and related products and services for our customers that are competitive in the marketplace; • react on a timely basis to shifts in market demands and technological innovations, including shifts toward the desire of banks to provide digital-first experience to their customers in transactions and payments. • reduce costs, including the capital costs of financing ATM deployments and the cash costs of filling them with bailment cash, without creating operating inefficiencies or impairing product or service quality; • maintain competitive operating margins; • improve product and service delivery quality; and • effectively market and sell all of our solutions.
Biggest changeAs a result, the failure to effectively adapt our organization, products, and services to the market, the entrance of new competitors into the market, or the innovation or growth of existing competitors could significantly reduce market share of our offerings, decrease demand for our solutions, significantly reduce our revenue, increase our operating costs, or otherwise adversely impact our business, operations, cash flows, operating profits and financial conditions. 14 Table of Contents Our future competitive performance and market position depend on a number of factors, including our ability to: • execute our ATM as a Service strategy to grow our software and services revenue, as well as our recurring revenue; • improve margin expansion while successfully reacting to competitive product and pricing pressures; • mitigate increases in labor costs, component parts, freight, services and interest rates with price increases; • penetrate and meet the changing competitive requirements and deliverables in developing and emerging markets; • retain our existing key customers and add new customer relationships; • cross-sell additional products and service to our existing customer base; • rapidly and continually design, develop and market, to otherwise maintain and introduce innovative solutions and related products and services for our customers that are competitive in the marketplace; • react on a timely basis to shifts in market demands and technological innovations, including shifts toward the desire of banks to provide digital-first experience to their customers in transactions and payments. • reduce costs, including the capital costs of financing ATM deployments and the cash costs of filling them with bailment cash, without creating operating inefficiencies or impairing product or service quality; • maintain competitive operating margins; • improve product and service delivery quality; and • effectively market and sell all of our solutions.
The bank failures, such as those in 2023 and 2024, in addition to other global macroeconomic conditions, have from time to time caused a degree of uncertainty in the investor community and among bank customers, and could significantly impact the national, regional and local banking industry and the global business environment in which Atleos operates.
Bank failures, such as those in 2023 and 2024, in addition to other global macroeconomic conditions, have from time to time caused a degree of uncertainty in the investor community and among bank customers, and could significantly impact the national, regional and local banking industry and the global business environment in which Atleos operates.
Most such attacks are detected and prevented by the Company’s various information technology and data protections, including but not limited to 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, multi-factor authentication and encryption.
Most such attacks are detected and prevented by the Company’s various information technology and data protections, including but not limited to 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, and multi-factor authentication and encryption.
Following the spin-off, even though the Atleos Board of Directors consists of a majority of directors who are independent, and any of Atleos’ executive officers who were employees of NCR ceased to be employees of NCR upon the spin-off, some of Atleos’ executive officers and directors will continue to have a financial interest in shares of Voyix common stock and equity awards.
Following the spin-off, even though the Atleos Board consists of a majority of directors who are independent, and any of Atleos’ executive officers who were employees of NCR ceased to be employees of NCR upon the spin-off, some of Atleos’ executive officers and directors will continue to have a financial interest in shares of Voyix common stock and equity awards.
While we believe that our geographic diversity may help to mitigate some risks associated with geographic concentrations of operations, our ability to sell our solutions and manufacture internationally, including in new and emerging markets, is subject to risks, which include, among others: • the impact of ongoing and future economic and credit conditions on the stability of national and regional economies and industries within those economies; • political conditions and local regulations that could adversely impact demand for our solutions, our ability to access funds and resources, or our ability to sell products in these markets; 16 Table of Contents • disruptions in transportation and shipping infrastructure; • 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 and, otherwise, continue to conduct our business in certain countries; • 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; • 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; • 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; • 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; • intellectual property rights of third parties, and our intellectual property rights and scope of protection afforded by it in different 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; and • managing a geographically dispersed workforce, work stoppages and other labor conditions or issues.
While we believe that our geographic diversity may help to mitigate some risks associated with geographic concentrations of operations, our ability to sell our solutions and manufacture internationally, including in new and emerging markets, is subject to risks, which include, among others: • the impact of ongoing and future economic and credit conditions on the stability of national and regional economies and industries within those economies; • political conditions and local regulations that could adversely impact demand for our solutions, our ability to access funds and resources, or our ability to sell products in these markets; • disruptions in transportation and shipping infrastructure; 15 Table of Contents • 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 and, otherwise, continue to conduct our business in certain countries; • 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; • 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; • 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; • 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; • intellectual property rights of third parties, and our intellectual property rights and scope of protection afforded by it in different 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; and • managing a geographically dispersed workforce, work stoppages and other labor conditions or issues.
Risks Associated with the Spin-Off • If Atleos is unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, or its internal control over financial reporting is not effective, the reliability of Atleos’ financial statements may be questioned and Atleos’ stock price may suffer. • Voyix may fail to perform under various transaction agreements that were executed as a part of the spin-off or Atleos may fail to have necessary systems and services in place when Voyix is no longer obligated to provide services under the various agreements. • Under applicable tax law, Atleos may be liable for certain tax liabilities of Voyix following the spin-off if Voyix were to fail to pay such taxes. • In connection with the spin-off, Voyix has and will indemnify Atleos for certain liabilities.
Risks Associated with the Spin-Off • If Atleos is unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, or its internal control over financial reporting is not effective, the reliability of Atleos’ financial statements may be questioned and Atleos’ stock price may suffer. • Voyix may fail to perform under various transaction agreements that were executed as part of the spin-off or Atleos may fail to have necessary systems and services in place when Voyix is no longer obligated to provide services under the various agreements. • Under applicable tax law, Atleos may be liable for certain tax liabilities of Voyix following the spin-off if Voyix were to fail to pay such taxes. • In connection with the spin-off, Voyix has and will indemnify Atleos for certain liabilities.
Risks Associated with our Finance & Accounting • The degree to which we are leveraged may materially and adversely impact our business, financial condition and results of operations. • 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 similar 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 adversely impaired. • Our cash flows may be insufficient to service our indebtedness, and if we are unable to satisfy our obligations, we may be required to seek other financing alternatives, which may not be successful. • The agreements governing certain of our indebtedness provide that our borrowings will bear interest at a variable rate which subjects us to interest rate risk. • The terms governing our trade receivables facility, and obligations to remit collections on the sold receivables, could restrict or otherwise limit our financial and business operations. • 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. • Our pension liabilities could adversely impact our liquidity and financial condition. • We may be required to write down the value of certain significant assets, adversely impacting our operating results. 13 Table of Contents Risks Associated with Law & Compliance • Failure to protect intellectual property may have an adverse effect on our business. • Changes to our tax rates and additional income tax liabilities could impact profitability. • We face uncertainties with regard to regulations, lawsuits and other related matters. • Changes to cryptocurrency regulations could impact profitability.
Risks Associated with our Finance & Accounting • The degree to which we are leveraged may materially and adversely impact our business, financial condition and results of operations. • 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 similar 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 adversely impaired. • Our cash flows may be insufficient to service our indebtedness, and if we are unable to satisfy our obligations, we may be required to seek other financing alternatives, which may not be successful. • The agreements governing certain of our indebtedness provide that our borrowings will bear interest at a variable rate which subjects us to interest rate risk. • The terms governing our trade receivables facility, and obligations to remit collections on the sold receivables, could restrict or otherwise limit our financial and business operations. • 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. • Our pension liabilities could adversely impact our liquidity and financial condition. • We may be required to write down the value of certain significant assets, adversely impacting our operating results. 12 Table of Contents Risks Associated with Law & Compliance • Failure to protect intellectual property may have an adverse effect on our business. • Changes to our tax rates and additional income tax liabilities could impact profitability. • We face uncertainties with regard to regulations, lawsuits and other related matters. • Changes to cryptocurrency regulations could impact profitability.
These include: • Maryland Business Combination Act : The Maryland Business Combination Act provides that, subject to certain exceptions and limitations, certain business combinations between a Maryland corporation and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding shares of stock) or an affiliate of any interested stockholder are prohibited for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations, unless, among other conditions, our common stockholders receive a minimum price, as defined in the MGCL, for their shares of stock and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares of stock. • Maryland Control Share Acquisition Act : The Maryland Control Share Acquisition Act provides that, subject to certain exceptions, holders of “control shares” (defined as voting shares that, when aggregated with all other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding shares owned by the acquirer, by our officers, or by our employees who are also directors of Atleos.
These include: • Maryland Business Combination Act : The Maryland Business Combination Act provides that, subject to certain exceptions and limitations, certain business combinations between a Maryland corporation and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding shares of stock) or an affiliate of any interested stockholder are prohibited for five years after the most recent date on which the stockholder became an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations, unless, among other conditions, our common stockholders receive a minimum price, as defined in the MGCL, for their shares of stock and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares of stock. • Maryland Control Share Acquisition Act : The Maryland Control Share Acquisition Act provides that, subject to certain exceptions, holders of “control shares” (defined as voting shares that, when aggregated with all other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding shares owned by the acquirer, by our officers, or by our employees who are also directors of Atleos.
This significant amount of debt 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 any obligations to repurchase such debt under any 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 or favorable 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 the credit and financial markets, general economic, business and other conditions; and • make us more susceptible to adverse changes in our credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing. 22 Table of Contents 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 adversely impacted.
This significant amount of debt 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 any obligations to repurchase such debt under any 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 or favorable 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 the credit and financial markets, general economic, business and other conditions; and • make us more susceptible to adverse changes in our credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing. 21 Table of Contents 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 adversely impacted.
There can be no assurance that this provision will not be amended or eliminated at any time in the future. • Title 3, Subtitle 8 of the MGCL : These provisions of the MGCL will permit the Atleos Board of Directors, without stockholder approval and regardless of what is provided in our charter or bylaws, to implement certain takeover defenses, including adopting a classified board or increasing the vote required to remove a director.
There can be no assurance that this provision will not be amended or eliminated at any time in the future. • Title 3, Subtitle 8 of the MGCL : These provisions of the MGCL will permit the Atleos Board, without stockholder approval and regardless of what is provided in our charter or bylaws, to implement certain takeover defenses, including adopting a classified board or increasing the vote required to remove a director.
In addition, Atleos’ charter authorizes Atleos to issue, without the approval of Atleos’ stockholders, one or more classes or series of preferred stock having such designation, powers, preferences, and relative, participating, optional and other special rights, including preferences over Atleos common stock respecting dividends and distributions, as the Atleos Board of Directors generally may determine.
In addition, Atleos’ charter authorizes Atleos to issue, without the approval of Atleos’ stockholders, one or more classes or series of preferred stock having such designation, powers, preferences, and relative, participating, optional and other special rights, including preferences over Atleos common stock respecting dividends and distributions, as the Atleos Board generally may determine.
Additionally, the MGCL provides, among other things, that the Atleos Board of Directors has broad discretion in adopting stockholders’ rights plans and has the sole power to fix the record date, time, and place for special meetings of the stockholders. To date, Atleos does not intend to adopt a stockholders’ rights plan.
Additionally, the MGCL provides, among other things, that the Atleos Board has broad discretion in adopting stockholders’ rights plans and has the sole power to fix the record date, time, and place for special meetings of the stockholders. To date, Atleos does not intend to adopt a stockholders’ rights plan.
Voyix has also been identified as a potentially responsible party in connection with certain environmental matters, including the Kalamazoo River matter, as discussed further in Note 10, “Commitments and Contingencies”, of Part II, Item 8 of this Form 10-K.
Voyix has also been identified as a potentially responsible party in connection with certain environmental matters, including the Kalamazoo River matter, as discussed further in Note 9, “Commitments and Contingencies”, of Part II, Item 8 of this Form 10-K.
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, disrupt our business and operations, and divert the attention of our Board of Directors and senior management.
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, disrupt our business and operations, and divert the attention of our Board and senior management.
For a discussion of the tax matters agreement, see the section of the Company’s information statement, which is included as Exhibit 99.1 to Atleos’ Current Report on Form 8-K that was furnished with the SEC on August 15, 2023 (the “Information Statement”), entitled “Certain Relationships and Related Transactions—Agreements with NCR—Tax Matters Agreement”; other provisions of federal law establish similar liability for other matters. 29 Table of Contents In connection with Atleos’ spin-off from NCR, Voyix has and will indemnify Atleos for certain liabilities.
For a discussion of the tax matters agreement, see the section of the Company’s information statement, which is included as Exhibit 99.1 to Atleos’ Current Report on Form 8-K that was furnished with the SEC on August 15, 2023 (the “Information Statement”), entitled “Certain Relationships and Related Transactions—Agreements with NCR—Tax Matters Agreement”; other provisions of federal law establish similar liability for other matters. 28 Table of Contents In connection with Atleos’ spin-off from NCR, Voyix has and will indemnify Atleos for certain liabilities.
However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that the Atleos Board of Directors determines is not in the best interests of Atleos and its stockholders.
However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that the Atleos Board determines is not in the best interests of Atleos and its stockholders.
If we are unable to generate sufficient future taxable income of the proper source in the time period within which the temporary differences underlying our deferred tax assets become deductible, or before the expiration of our loss additional valuation allowances could be required in the future. 25 Table of Contents LAW & COMPLIANCE A failure or inability to protect our intellectual property, and other issues related to our and third-party intellectual property, especially third-party intellectual property infringement claims, could have a material and adverse effect on our business, results of operations and financial condition.
If we are unable to generate sufficient future taxable income of the proper source in the time period within which the temporary differences underlying our deferred tax assets become deductible, or before the expiration of our loss additional valuation allowances could be required in the future. 24 Table of Contents LAW & COMPLIANCE A failure or inability to protect our intellectual property, and other issues related to our and third-party intellectual property, especially third-party intellectual property infringement claims, could have a material and adverse effect on our business, results of operations and financial condition.
During the course of its testing, Atleos’ management may identify material weaknesses or deficiencies which may not be remedied in time to meet the deadline imposed by the Sarbanes-Oxley Act.
During the course of its testing, Atleos’ management may identify additional material weaknesses or deficiencies which may not be remedied in time to meet the deadline imposed by the Sarbanes-Oxley Act.
With respect to the charter and bylaws, these provisions include, among others: • Authority of the Atleos Board of Directors to issue capital stock, including to issue a class or series of preferred stock with such preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of such class or series as the Atleos Board of Directors so determines; • Members of the Atleos Board of Directors may be removed at any time, but only for cause, and then only by the affirmative vote of the holders of a majority of the voting power of all outstanding shares then entitled to vote at an election of directors, voting together as a single class; and • Advance notice required for stockholder nominations of individuals for election to the Atleos Board of Directors and stockholder proposals of other business to be considered by the stockholders at an annual meeting of stockholders of not earlier than the 120th day, and not later than 5:00 p.m., eastern time, on the 90th day prior to the first anniversary of the proxy statement for the preceding year’s annual meeting, which shall set forth the information required by the bylaws.
With respect to the charter and bylaws, these provisions include, among others: • Authority of the Atleos Board to issue capital stock, including to issue a class or series of preferred stock with such preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of such class or series as the Atleos Board so determines; • Members of the Atleos Board may be removed at any time, but only for cause, and then only by the affirmative vote of the holders of a majority of the voting power of all outstanding shares then entitled to vote at an election of directors, voting together as a single class; and • Advance notice required for stockholder nominations of individuals for election to the Atleos Board and stockholder proposals of other business to be considered by the stockholders at an annual meeting of stockholders must be delivered to Atleos’ secretary not earlier than the 120th day, and not later than 5:00 p.m., eastern time, on the 90th day prior to the first anniversary of the proxy statement for the preceding year’s annual meeting, which notice shall set forth the information required by the bylaws.
Atleos is responsible for maintaining accurate bank account information for certain merchant customers, financial institution customers and vault cash providers and accurate settlements of funds into these accounts based on the underlying transaction activity. 18 Table of Contents We maintain a significant amount of vault cash, which is necessary to operate our business, involves risk of loss and is subject to cost fluctuations based on interest rate movements.
Atleos is responsible for maintaining accurate bank account information for certain merchant customers, financial institution customers and vault cash providers and accurate settlements of funds into these accounts based on the underlying transaction activity. 17 Table of Contents We maintain a significant amount of vault cash, which is necessary to operate our business, involves risk of loss and is subject to cost fluctuations based on interest rate movements.
We are a party to a trade receivables facility to allow, among other things, one of our wholly-owned, bankruptcy remote special purposes entities (an “SPE”) to sell to PNC Bank, National Association and other participating financial institutions an undivided ownership interest in a portion of the trade receivables owned by such SPE, in an amount not to exceed approximately $166 million at any point in time.
We are a party to a trade receivables facility to allow, among other things, one of our wholly-owned, bankruptcy remote special purposes entities (an “SPE”) to sell to PNC Bank, National Association and other participating financial institutions an undivided ownership interest in a portion of the trade receivables owned by such SPE, in an amount not to exceed approximately $200 million at any point in time.
Atleos cannot guarantee the timing, amount or payment of dividends on its common stock. The timing, declaration, amount and payment of future dividends to Atleos’ stockholders will fall within the discretion of the Atleos Board of Directors.
Atleos cannot guarantee the timing, amount or payment of dividends on its common stock. The timing, declaration, amount and payment of future dividends to Atleos’ stockholders will fall within the discretion of the Atleos Board.
These provisions may also prevent or discourage attempts to remove and replace incumbent directors. 33 Table of Contents Atleos’ bylaws contain an exclusive forum provision that could limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for such disputes and may discourage lawsuits against Atleos and any of our directors, officers or other employees.
These provisions may also prevent or discourage attempts to remove and replace incumbent directors. 32 Table of Contents Atleos’ bylaws contain an exclusive forum provision that could limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for such disputes and may discourage lawsuits against Atleos and any of our directors, officers or other employees.
If in the future 24 Table of Contents we fail to renew our trade receivable facility or if a termination event occurs and we are unable to obtain a waiver or amendment from the applicable purchasers, we would be required to continue remitting collections to the purchasers until the facility was terminated, and we would no longer benefit from the liquidity provided to us by the ability to sell our receivables.
If in the future 23 Table of Contents we fail to renew our trade receivable facility or if a termination event occurs and we are unable to obtain a waiver or amendment from the applicable purchasers, we would be required to continue remitting collections to the purchasers until the facility was terminated, and we would no longer benefit from the liquidity provided to us by the ability to sell our receivables.
For example, in light of continuing global fiscal challenges, 27 Table of Contents various levels of government and international organizations such as the Organization for Economic Co-operation and Development (“OECD”) and EU are increasingly focused on tax reform and other legislative or regulatory action to increase tax revenue and establish minimum levels of corporate income tax.
For example, in light of continuing global fiscal challenges, various levels of government and international organizations such as the Organization for Economic Co-operation and Development 26 Table of Contents (“OECD”) and EU are increasingly focused on tax reform and other legislative or regulatory action to increase tax revenue and establish minimum levels of corporate income tax.
A potential increase in the liabilities of Voyix with respect to such matters, or any separate finding of liability of Atleos with respect to environmental protection laws, could adversely impact our cash flows and results of operations, and such impacts may be material. 20 Table of Contents Climate change could adversely impact our business long-term.
A potential increase in the liabilities of Voyix with respect to such matters, or any separate finding of liability of Atleos with respect to environmental protection laws, could adversely impact our cash flows and results of operations, and such impacts may be material. 19 Table of Contents Climate change could adversely impact our business long-term.
In addition, certain types of liabilities are not considered “Indebtedness” 23 Table of Contents under agreements governing our debt. Accordingly, to the extent permitted under our agreements governing our debt, we could incur significant additional debt, liabilities or similar obligations in the future, some of which could constitute secured debt (such as additional debt under any credit agreement).
In addition, certain types of liabilities are not considered “Indebtedness” 22 Table of Contents under agreements governing our debt. Accordingly, to the extent permitted under our agreements governing our debt, we could incur significant additional debt, liabilities or similar obligations in the future, some of which could constitute secured debt (such as additional debt under any credit agreement).
Atleos’ charter and bylaws contain, and Maryland law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with the Atleos Board of Directors rather than to attempt a hostile takeover.
Atleos’ charter and bylaws contain, and Maryland law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with the Atleos Board rather than to attempt a hostile takeover.
Climate change is also driving new regulations and customer requirements. Our vehicle fleet is a significant contributor to our overall carbon footprint. Several jurisdictions have set sunset dates for combustion engine vehicles and some customers are asking us to transition our fleet to Electric Vehicles (EVs).
Climate change is also driving new regulations and customer requirements. Our vehicle fleet is a significant contributor to our overall carbon footprint. Several jurisdictions have set sunset dates for combustion engine vehicles and some customers are asking us to transition our fleet to Electric Vehicles (“EVs”).
Atleos believes these provisions protect its stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with the Atleos Board of Directors and by providing the Atleos Board of Directors with more time to assess any acquisition proposal. These provisions are not intended to make Atleos immune from takeovers.
Atleos believes these provisions protect its stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with the Atleos Board and by providing the Atleos Board with more time to assess any acquisition proposal. These provisions are not intended to make Atleos immune from takeovers.
The Company also regularly undergoes evaluation of its protections against incidents, including both self-assessments and expert third-party assessments, and it regularly enhances those protections, both in response to specific threats and as part of the Company’s efforts to stay current with advances in cybersecurity defense.
The Company also periodically undergoes evaluation of its protections against incidents, including both self-assessments and expert third-party assessments, and it periodically enhances those protections, both in response to specific threats and as part of the Company’s efforts to stay current with advances in cybersecurity defense.
Atleos and NCR entered into certain agreements, such as the separation and distribution agreement, a transition services agreement, a tax matters agreement, certain intellectual property agreements, an employee matters agreement, the commercial agreements and other agreements, which provide for the performance by each company for the benefit of the other for a period of time after the spin-off.
Atleos and NCR entered into certain agreements, such as the separation and distribution agreement, a tax matters agreement, certain intellectual property agreements, an employee matters agreement, the commercial agreements and other agreements, which provide for the performance by each company for the benefit of the other for a period of time after the spin-off.
To comply with this statute, Atleos is required, as of December 31, 2024, to document and test its internal control procedures, its management is required to assess and issue a report concerning its internal control over financial reporting and its independent auditors are required to issue an opinion on Atleos’ internal control over financial reporting.
To comply with this statute, Atleos is required, as of December 31, 2025, to document and test its internal control procedures, its management is required to assess and issue a report concerning its internal control over financial reporting and its independent auditors are required to issue an opinion on Atleos’ internal control over financial reporting.
In 19 Table of Contents addition, our customers who license and deploy our software may do so in both standard and non-standard configurations in different environments with different computer platforms, system management software and equipment and networking configurations, which may increase the likelihood of technical difficulties.
In addition, our customers who license and deploy our software may do so in both standard and non-standard configurations in 18 Table of Contents different environments with different computer platforms, system management software and equipment and networking configurations, which may increase the likelihood of technical difficulties.
Atleos’ bylaws contain a provision exempting acquisitions of shares of Atleos’ stock from the Maryland Control Share Acquisition Act.
Atleos’ bylaws contain a provision exempting all acquisitions of shares of Atleos’ stock from the Maryland Control Share Acquisition Act.
We also enter into intellectual property assignment agreements with our employees, contractors and 26 Table of Contents consultants. We cannot guarantee that we have entered into such agreements with all parties necessary to protect our intellectual property or that they will adhere to our confidentiality agreements.
We also enter into intellectual property assignment agreements with our employees, contractors and consultants. We cannot guarantee that we have entered into such agreements with all parties necessary to protect our intellectual 25 Table of Contents property or that they will adhere to our confidentiality agreements.
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.
The west coast of the United States, and Los Angeles in particular, recently experienced historic wildfires; hurricanes in Texas and Florida led to massive power outages; multiple hurricanes formed over the gulf coast as well as a typhoon in the Philippines; and the Appalachian region suffered historic floods—all of which caused significant destruction to the affected regions.
In recent years, west coast of the United States, and Los Angeles in particular, experienced historic wildfires; hurricanes in Texas and Florida led to massive power outages; multiple hurricanes formed over the gulf coast as well as a typhoon in the Philippines; and the Appalachian region suffered historic floods—all of which caused significant destruction to the affected regions.
We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. See Note 7, “Income Taxes”, to the Consolidated Financial Statements set forth herein.
We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. See Note 6, “Income Taxes”, to the Consolidated Financial Statements set forth herein.
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. Changes to cryptocurrency regulations could impact profitability.
If we are not in compliance with such laws and regulations, we may be subject to 27 Table of Contents 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. Changes to cryptocurrency regulations could impact profitability.
For the years ended December 31, 2024, 2023, and 2022, the percentage of our revenue from outside of the United States was 55%, and we expect our percentage of revenue generated outside the United States to continue to be significant.
For the years ended December 31, 2025, 2024, and 2023, the percentage of our revenue from outside of the United States was 55%, and we expect our percentage of revenue generated outside the United States to continue to be significant.
Such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources. In addition, investors may have difficulty accurately valuing Atleos common stock. Investors often value companies based on the stock prices and results of operations of other comparable companies.
Such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources. 30 Table of Contents In addition, investors may have difficulty accurately valuing Atleos common stock. Investors often value companies based on the stock prices and results of operations of other comparable companies.
For instance, the Corporate Sustainability Reporting Directive (“CSRD”) in Europe, the SEC’s recently adopted, but currently stayed, climate disclosure rules, and the California Climate Corporate Data Accountability Act and Climate-Related Financial Risk Act, among other similar laws, have resulted, and will continue to result, in increased compliance costs, and the failure to comply with these laws can result in significant monetary penalties.
For instance, the Corporate Sustainability Reporting Directive (“CSRD”) in Europe, the SEC’s recently adopted, but then abandoned, climate disclosure rules, and the California Climate Corporate Data Accountability Act and Climate-Related Financial Risk Act, among other similar laws, have resulted, and will continue to result, in increased compliance costs, and the failure to comply with these laws can result in significant monetary penalties.
Atleos’ bylaws provide that, unless Atleos’ Board of Directors otherwise determines, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the U.S.
Atleos’ bylaws provide that, unless Atleos’ Board otherwise determines, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the U.S.
The Atleos Board of Directors’ decisions regarding the authorization of dividends will depend on many factors, such as Atleos’ financial condition, earnings, capital requirements, debt service obligations, industry practice, legal requirements, regulatory constraints and other factors that the Atleos Board of Directors deems relevant.
The Atleos Board’s decisions regarding the authorization of dividends will depend on many factors, such as Atleos’ financial condition, earnings, capital requirements, debt service obligations, industry practice, legal requirements, regulatory constraints and other factors that the Atleos Board deems relevant.
FINANCE & ACCOUNTING The degree to which we are leveraged may materially and adversely impact our business, financial condition and results of operations. Atleos has approximately $2,994 million of indebtedness outstanding with an additional $350 million of borrowings available under a senior secured revolving credit facility. Atleos may also incur additional indebtedness in the future.
FINANCE & ACCOUNTING The degree to which we are leveraged may materially and adversely impact our business, financial condition and results of operations. Atleos has approximately $2,798 million of indebtedness outstanding with an additional $447 million of borrowings available under a senior secured revolving credit facility. Atleos may also incur additional indebtedness in the future.
Protecting our intellectual property through patents and other intellectual property rights is expensive and time-consuming, which can impact our ability to obtain such protection by certain of those rights, for example, through patents. As such, we may not be able to obtain protection, including through certain such rights, for some of our intellectual property.
Protecting our intellectual property through patents and other intellectual property rights is expensive and time-consuming, which can impact our ability to obtain such protection. As such, we may not be able to obtain protection, including through certain such rights, for some of our intellectual property.
In addition, under the tax matters agreement, Atleos is required to 30 Table of Contents indemnify Voyix against certain tax liabilities as a result of the acquisition of Atleos’ stock or assets, even if Atleos did not participate in or otherwise facilitate the acquisition.
In addition, under the tax matters agreement, Atleos is required to indemnify Voyix against certain tax liabilities as a result of the acquisition of Atleos’ stock or assets, even if Atleos did not participate in or otherwise facilitate the acquisition.
Further trade restrictions, 17 Table of Contents retaliatory trade measures and additional tariffs could result in higher input costs for our products, disrupt our supply chain and logistics, cause adverse financial impacts due to volatility in foreign exchange rates and interest rates, inflationary pressures on raw materials and energy, and heighten cybersecurity threats and other restrictions.
Further trade restrictions, retaliatory trade measures and additional tariffs could result in higher input costs for our products, disrupt our supply chain and logistics, cause adverse financial impacts due to volatility in foreign exchange rates and interest rates, inflationary pressures on raw materials and energy, and heighten cybersecurity threats and other restrictions.
Our deferred tax assets, net of valuation allowances, totaled approximately $424 million and $431 million as of December 31, 2024 and 2023, respectively. 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.
Our deferred tax assets, net of valuation allowances, totaled approximately $429 million and $424 million as of December 31, 2025 and 2024, respectively. 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.
If we are required to make payments pursuant to these indemnities to Voyix, we would need to meet those obligations and our financial results could be adversely impacted. • If the distribution of shares of Atleos, together with certain related transactions, does not qualify as a reorganization within the meaning of sections 368(a)(1)(D) and 355 of the IRS Code that is generally tax-free for U.S. federal income tax purposes, you and Voyix could be subject to significant U.S. federal income tax liability and, in certain circumstances, Atleos could be required to indemnify Voyix for material taxes pursuant to indemnification obligations under the tax matters agreement. • To preserve the tax-free treatment to Voyix and its stockholders of the distribution and certain related transactions, under the tax matters agreement, Atleos is restricted from taking certain actions after the distribution that could adversely impact the intended U.S. federal income tax treatment of the distribution and such related transactions. • The spin-off and related internal restructuring transactions may expose Atleos to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements. • Certain of Atleos’ executive officers and directors may have actual or potential conflicts of interest because of their previous positions at NCR. • Some contracts and other assets transferred or assigned from NCR or its affiliates to Atleos in connection with Atleos’ spin-off from NCR may require the consent of a third party.
If we are required to make payments pursuant to these indemnities to Voyix, we would need to meet those obligations and our financial results could be adversely impacted. • If the distribution of shares of Atleos, together with certain related transactions, does not qualify as a reorganization within the meaning of sections 368(a)(1)(D) and 355 of the IRS Code that is generally tax-free for U.S. federal income tax purposes, you and Voyix could be subject to significant U.S. federal income tax liability and, in certain circumstances, Atleos could be required to indemnify Voyix for material taxes pursuant to indemnification obligations under the tax matters agreement. • To preserve the tax-free treatment to Voyix and its stockholders of the distribution and certain related transactions, under the tax matters agreement, Atleos is restricted from taking certain actions after the distribution that could adversely impact the intended U.S. federal income tax treatment of the distribution and such related transactions. • The spin-off and related internal restructuring transactions may expose Atleos to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements. • Certain of Atleos’ executive officers and directors may have actual or potential conflicts of interest because of their previous positions at NCR.
We expect to continue to spend and may increase our capital expenditures to support our shift to ATM as a 14 Table of Contents Service with the focus on our strategic growth platforms, which are the offerings with the highest growth potential to accelerate the shift.
We expect to continue to spend and may increase our capital expenditures to support our shift to ATM as a Service with the focus on our strategic growth platforms, which are the offerings with the highest growth potential to accelerate the shift.
Our international operations are also subject to economic sanction programs administered by the U.S. Treasury 28 Table of Contents Department’s Office of Foreign Assets Control.
Our international operations are also subject to economic sanction programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control.
We primarily rely on our copyrights and trade secret rights, provided under the laws of the U.S. and internationally, to protect our innovations and technologies.
We therefore also rely on our copyrights and trade secret rights, provided under the laws of the U.S. and internationally, to protect our innovations and technologies.
Risks Associated with Atleos Common Stock • Atleos’ stock price may fluctuate significantly. • Any sales of substantial amounts of shares of Atleos common stock in the public market or the perception that such sales might occur, may cause the market price of Atleos common stock to decline. • Atleos cannot guarantee the timing, amount or payment of dividends on its common stock. • Your percentage of ownership in Atleos may be diluted in the future. • Certain provisions in Atleos’ charter and bylaws, and of Maryland law, may prevent or delay an acquisition of Atleos, which could decrease the trading price of the common stock. • Atleos’ bylaws contains an exclusive forum provision that could limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for such disputes and may discourage lawsuits against Atleos and any of our directors, officers or other employees. • We may be subject to actions or proposals from stockholders that do not align with our business strategies or the interests of our other stockholders.
Risks Associated with Atleos Common Stock • Atleos’ stock price may fluctuate significantly. • Any sales of substantial amounts of shares of Atleos common stock in the public market or the perception that such sales might occur, may cause the market price of Atleos common stock to decline. • Atleos cannot guarantee the timing, amount or payment of dividends on its common stock. • Your percentage of ownership in Atleos may be diluted in the future. • While we have instituted a share repurchase program, Atleos may not continue to repurchase our common stock pursuant to our share repurchase program, and any such repurchases could diminish our cash reserves and may not enhance long-term stockholder value. • Certain provisions in Atleos’ charter and bylaws, and of Maryland law, may prevent or delay an acquisition of Atleos, which could decrease the trading price of the common stock. • Atleos’ bylaws contains an exclusive forum provision that could limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for such disputes and may discourage lawsuits against Atleos and any of our directors, officers or other employees. • We may be subject to actions or proposals from stockholders that do not align with our business strategies or the interests of our other stockholders.
Our success depends on the return on investment generated from the capital expenditures and our ability to continue to execute these strategies, while improving the Company’s cost structure.
Our success depends on the return on investment generated from the capital expenditures and our ability to continue to execute 13 Table of Contents these strategies, while improving the Company’s cost structure.
Continuing ownership of shares of Voyix common stock and equity awards could create, or appear to create, potential conflicts of interest if Atleos and Voyix pursue the same corporate opportunities or face decisions that could have different implications for Atleos and Voyix.
Continuing ownership of shares of Voyix common stock and equity awards could create, or appear to create, potential conflicts of interest if Atleos and Voyix pursue the same corporate opportunities or face decisions that could have different implications for Atleos and Voyix. RISKS RELATED TO ATLEOS COMMON STOCK Atleos’ stock price may fluctuate significantly.
In addition, as a result of our revenue generated outside of the United States, the amount of cash and cash equivalents that is held by our foreign subsidiaries continues to be significant.
In addition, as a result of our revenue generated outside of the United States, the amount of cash and cash equivalents that is held by our foreign subsidiaries continues to be significant and we may also be subject to foreign withholding taxes, which could be significant.
As of December 31, 2024, the funded status of the U.S. pension plan was an underfunded position of $279 million, and the funded status of the non-U.S. pension plans was a funded position of $162 million.
As of December 31, 2025, the funded status of the U.S. pension plan was an underfunded position of $248 million, and the funded status of the non-U.S. pension plans was a funded position of $211 million.
Tariffs and other trade measures could adversely affect our results of operations, financial position and cash flows. Our material input costs are adversely affected by tariffs imposed by the U.S. government on products imported into the United States and by trade restrictions imposed on business dealings with particular entities and/or individuals.
Our material input costs are adversely affected by tariffs imposed by the U.S. government on products imported into the United States and by trade restrictions imposed on business dealings with particular entities and/or individuals.
While we have programs and measures in place designed to protect and safeguard this data, 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 this data are complex and changing, as are the underlying objectives of the attacker, like targeted business disruption, financial impact, intellectual property theft and unauthorized use, political motives, or sophisticated nation-state sponsored and organized cyber-criminal activity, and may be difficult to detect for long periods of time.
The techniques used to obtain unauthorized access to this data are complex and changing, as are the underlying objectives of the attacker, like targeted business disruption, financial impact, intellectual property theft and unauthorized use, political motives, or sophisticated nation-state sponsored and organized cyber-criminal activity, and may be difficult to detect for long periods of time.
If Atleos’ management concludes that Atleos’ internal control over financial reporting is not effective, or its auditors identify material weaknesses in Atleos’ internal controls, investor confidence in Atleos’ financial results may weaken, and Atleos’ stock price may suffer.
Atleos’ management has at times concluded, and may conclude in the future, that Atleos’ internal control over financial reporting is not effective, and its auditors may identify material weaknesses in Atleos’ internal controls. As a result, investor confidence in Atleos’ financial results may weaken, and Atleos’ stock price may suffer.
We may not be able to fully mitigate the impact of these increased costs or pass price increases on to our customers. We cannot predict future developments, and such existing or future tariffs could have a material adverse effect on our results of operations, financial position and cash flows.
We cannot predict future developments, and such existing or future tariffs could have a material adverse effect on our results of operations, financial position and cash flows.
Also, any indemnity obligation to Voyix might discourage, delay or prevent a change of control that we or our stockholders may consider favorable. These restrictions may limit Atleos’ ability to pursue certain strategic transactions or other transactions that it may believe to be in the best interests of its stockholders or that might increase the value of its business.
These restrictions may limit Atleos’ ability to pursue certain strategic transactions or other transactions that it may believe to be in the best interests of 29 Table of Contents its stockholders or that might increase the value of its business.
If Voyix is unable to satisfy its obligations under these agreements, including its indemnification obligations in favor of Atleos, we could incur operational difficulties or losses.
If Voyix is unable to satisfy its obligations under these agreements, including its indemnification obligations in favor of Atleos, we could incur operational difficulties or losses. Under applicable tax law, Atleos may be liable for certain tax liabilities of Voyix following the spin-off if Voyix were to fail to pay such taxes.
The Company does not believe that the circumstances of these bank failures are indicators of broader issues within the banking system. However, if there is a severe or prolonged economic downturn, it could result in a variety of risks to our business, including driving banking customers to tighten budgets and curtail spending, which would negatively impact our sales and business.
If there is a severe or prolonged economic downturn, it could result in a variety of risks to our business, including driving banking customers to tighten budgets and curtail spending, which would negatively impact our sales and business. Tariffs and other trade measures could adversely affect our results of operations, financial position and cash flows.
To the extent such vulnerabilities require remediation, such remedial measures could require significant resources and may not be implemented before such vulnerabilities are 21 Table of Contents exploited. As the landscape evolves, we may also find it necessary to make significant further investments to protect information and infrastructure.
To the extent such vulnerabilities require remediation, such remedial measures could require significant resources and may not be implemented before such vulnerabilities are exploited.
Similarly, the repurchase or redemption rights or liquidation preferences Atleos could assign to holders of preferred stock could affect the residual value of Atleos common stock. 32 Table of Contents Certain provisions in Atleos’ charter and bylaws, and of Maryland law, may prevent or delay an acquisition of Atleos, which could decrease the trading price of the common stock.
Similarly, the repurchase or redemption rights or liquidation preferences Atleos could assign to holders of preferred stock could affect the residual value of Atleos common stock.
Like most companies, Atleos is regularly the subject of attempted cyberattacks, which may involve personal data.
As the landscape evolves, we may also find it necessary to make significant further investments to protect information and infrastructure. 20 Table of Contents Like most companies, Atleos is regularly the subject of attempted cyberattacks, which may involve personal data.
Removed
If such consent is not given, Atleos may not be entitled to the benefit of such contracts and other assets in the future, which could adversely impact Atleos’ financial condition and future results of operations.
Added
We may not be able to fully mitigate the impact of these increased costs or pass price increases on to our customers. In addition, in response to tariffs, other countries have 16 Table of Contents implemented retaliatory tariffs on U.S. goods.
Removed
As a result, the failure to effectively adapt our organization, products, and services to the market, the entrance of new competitors into the market, or the innovation or growth of existing competitors could significantly reduce market share of our 15 Table of Contents offerings, decrease demand for our solutions, significantly reduce our revenue, increase our operating costs, or otherwise adversely impact our business, operations, cash flows, operating profits and financial conditions.
Added
Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets.
Removed
After the Tax Cuts and Jobs Act of 2017, in general we will not be subject to additional United States taxes if cash and cash equivalents and short-term investments held outside the United States are distributed to the United States in the form of dividends or otherwise. However, we may be subject to foreign withholding taxes, which could be significant.
Added
While we have programs and measures in place designed to protect and safeguard this data, and while we have implemented access controls designed to limit the risk of unauthorized use or disclosure by employees and contractors, we cannot provide assurances that those programs and measures will prevent cyber attacks and/or unauthorized access.
Removed
If Atleos does not have in place its own systems and services, and does not have agreements with other providers of these services when the transitional or other agreements terminate, or if Atleos does not implement the new systems or replace Voyix’s services successfully, Atleos may not be able to operate its business effectively, which could disrupt its business and have a material adverse effect on its business, financial condition and results of operations.
Added
As part of our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, management has concluded that the material weakness in the design and implementation of controls related to contract cancellations and customer credits impacting revenue, unbilled accounts receivable, and contract liabilities reconciliations previously disclosed in Part II, Item 9A.
Removed
These systems and services may also be more expensive to install, implement and operate, or less efficient than the systems and services Voyix is expected to provide during the transition period. Under applicable tax law, Atleos may be liable for certain tax liabilities of Voyix following the spin-off if Voyix were to fail to pay such taxes.
Added
“Controls and Procedures”, in our Annual Report on Form 10-K/A for the year ended December 31, 2024 has been remediated as of December 31, 2025.
Removed
Some contracts and other assets transferred or assigned from NCR or its affiliates to Atleos in connection with Atleos’ spin-off from NCR may require the consent of a third party.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

13 edited+5 added−5 removed10 unchanged
Biggest changeWhen, in management’s or the Board’s judgment, a threatened cybersecurity incident has the potential for material impacts, management, the Board and applicable committees of the Board will engage to assess and manage the incident. 35 Table of Contents As discussed below, members of management report to the Audit Committee, which reports to the entire Board about cybersecurity threat risks, among other cybersecurity related matters, at least annually.
Biggest changeWhen, in management’s or the Board’s judgment, a threatened cybersecurity incident has the potential for material impacts, management, the Board and applicable committees of the Board will engage to assess and manage the incident.
The ERM programs include the following primary objectives: • Establish a standard risk framework and supporting policies and processes to identify, assess, respond to, and report on business risks and opportunities, including cybersecurity threats; • Establish clear roles and responsibilities in support of the Company’s risk management activities, including cybersecurity; • Ensure appropriate independent oversight of business risks and opportunities and the impacts of related business decisions on the Company’s risk profiles and tolerances; • Ensure appropriate communication and reporting of business risks and opportunities including related response strategies and controls to Atleos’ executive leadership and Board of Directors; and • Provide relevant training to executives, managers and employees.
The ERM programs include the following primary objectives: • Establish a standard enterprise risk framework and supporting policies and processes to identify, assess, respond to, and report on business risks and opportunities, including cybersecurity risks; • Establish clear roles and responsibilities in support of the Company’s risk management activities; • Ensure appropriate independent oversight of business risks and opportunities and the impacts of related business decisions on the Company’s risk profiles and tolerances; • Ensure appropriate communication and reporting of business risks and opportunities including related response strategies and controls to Atleos’ executive leadership and Board; and • Provide relevant training to executives, managers and employees.
We utilize various information technology and data protection services to help detect and prevent cyberattacks, including but not limited to 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, multiple threat intelligence services, threat hunting managed security service provider (MSSP), identity management technology, security analytics, 34 Table of Contents multi-factor authentication and encryption.
We utilize various information technology and data protection services to help detect and prevent cyberattacks, including but not limited to 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, multiple threat intelligence services, threat hunting managed security service provider (MSSP), identity management technology, security analytics, multi-factor authentication and encryption.
As part of our overall ERM approach, our third-party risk management program is designed to ensure proper risk identification and oversight of Atleos’ vendors and includes the following objectives: • Perform risk-based segmentation and prioritization of all existing and new Atleos vendors; • Perform sanctions screenings on all vendors and anti-bribery, anti-corruption screenings on applicable vendors; • Perform extended due diligence on identified high risk vendors to include responsible sourcing, business continuity, information security, data privacy, and other reviews as applicable; and • Perform a financial risk assessment on identified high risk vendors.
As part of our overall ERM approach, our third-party risk management program is designed to ensure proper risk identification and oversight of Atleos’ vendors and includes the following objectives: 33 Table of Contents • Perform risk-based segmentation and prioritization of all existing and new Atleos vendors; • Perform sanctions screenings on all vendors and anti-bribery, anti-corruption screenings on applicable vendors; • Perform extended due diligence on identified high risk vendors to include responsible sourcing, business continuity, cybersecurity, data privacy, and other reviews as applicable; and • Perform a financial risk assessment on identified high risk vendors.
The Company has also established relationships with cybersecurity firms and internal cybersecurity experts, which it engages in connection with certain suspected incidents.
The Company also maintains relationships with cybersecurity firms and internal cybersecurity experts, which it engages in connection with certain suspected incidents.
Cybersecurity risks are evaluated alongside other critical business risks under the ERM program. The Company believes that integrating cybersecurity risks into its ERM program fosters a proactive and holistic approach to cybersecurity, which helps safeguard the Company’s operations, financial condition, and reputation in an ever-evolving threat landscape. Atleos’ ERM programs support the Company’s strategic objectives and corporate governance responsibilities.
The Company believes that integrating cybersecurity risks into its ERM program fosters a proactive and holistic approach to cybersecurity, which helps safeguard the Company’s operations, financial condition, and reputation in an ever-evolving threat landscape. Atleos’ ERM programs support the Company’s strategic objectives and corporate governance responsibilities.
Item 1C. CYBERSECURITY Risk Management and Strategy We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. The Company has an ERM program to identify, evaluate, and manage risks, including cybersecurity risks.
Item 1C. CYBERSECURITY Risk Management and Strategy We recognize the importance of assessing, identifying, and managing material cybersecurity risks, as such term is defined in Item 106(a) of Regulation S-K. The Company has an established ERM program to identify, evaluate, and manage risks, including cybersecurity risks. Cybersecurity risks are evaluated alongside other critical business risks under the ERM program.
The Company’s Chief Risk Officer is responsible for developing and managing formal programs designed to identify, assess and respond to material and emerging risks and opportunities that may impact the achievement of the Company’s strategic objectives.
The Company’s Chief Risk Officer is responsible for developing and managing formal programs designed to identify, assess and respond to material and emerging risks and opportunities that may impact the achievement of the Company’s strategic objectives. The Company also established the Global Information Security organization and appointed a Chief Information Security Officer (“CISO”).
As of the date of this report, the Company has not identified any cybersecurity threats that have materially affected or are reasonably anticipated to have a material effect on the organization.
However, coverage is subject to exclusions, sublimits, and insurer determinations, and may not cover all costs or losses. As of the date of this report, the Company has not identified any cybersecurity threats that have materially affected or are reasonably anticipated to have a material effect on the organization.
Risk Factors—Data protection, cybersecurity and data privacy issues could adversely impact our business.” Governance The Board Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management. The Audit Committee has oversight responsibility for the Company’s ERM framework, including managing cybersecurity threat risks and cybersecurity incidents.
For a detailed discussion of the Company’s cybersecurity related risks, see “Item 1A. Risk Factors—Data protection, cybersecurity and data privacy issues could adversely impact our business.” Governance The Board Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management.
Although the Company has not experienced cybersecurity incidents that are individually, or in the aggregate, material, the Company has experienced cyberattacks in the past, which the Company believes have thus far been mitigated by preventative, detective, and responsive measures put in place by the Company. For a detailed discussion of the Company’s cybersecurity related risks, see “Item 1A.
Although the Company has not experienced cybersecurity incidents that are individually, or in the aggregate, material, the Company has experienced cyberattacks in the past, which the Company believes have thus far been mitigated by preventative, detective, and responsive measures put in place by the Company. However, the frequency, sophistication, and potential business impacts of cyber threats continue to evolve.
Included among the members of both the Board and the Audit Committee are directors with substantial expertise in cybersecurity matters, and Board members actively engage in dialogue on the Company’s information security plans, and in discussions of improvements to the Company’s cybersecurity defenses.
The Audit Committee also regularly receives management reports on cybersecurity strategy, threats, capabilities, roadmaps and risks, which it then shares with the Board. 34 Table of Contents Included among the members of both the Board and the Audit Committee are directors with substantial expertise in cybersecurity matters, and Board members actively engage in dialogue on the Company’s cybersecurity plans, and in discussions of improvements to the Company’s cybersecurity defenses.
Specifically, the Audit Committee oversees the design, implementation and maintenance of an effective ERM framework for the Company’s overall operational, information security, strategic, reputational, technology, and other risks. To fulfill its oversight responsibility, the Audit Committee also regularly reviews, consults, and discusses with management on strategic direction, challenges, and risks faced by the Company.
To fulfill its oversight responsibility, the Audit Committee also regularly reviews, consults, and discusses with management on strategic direction, challenges, and risks faced by the Company.
Removed
The Audit Committee also regularly receives management reports on information security and enhancements to cybersecurity protections, including benchmarking assessments, which it then shares with the Board.
Added
In order to identify cybersecurity threats, design and monitor appropriate protections, as well as detect and respond to suspicious or malicious activity, the Company has established a Cybersecurity program.
Removed
For example, a member of our audit committee has recently completed executive training at MIT in artificial intelligence and was a former chief executive officer and director of a publicly listed global software company that has an array of products including compliance and cybersecurity related software.
Added
We rely on banks, payment networks, processors, cloud and telecom providers, and other third parties that could be targets of cyberattacks. A significant incident at a critical provider, or a prolonged outage or data compromise involving such a provider, could disrupt our services, expose data, trigger contractual or regulatory liabilities, or result in lost revenue.
Removed
He also served as the chair of the compliance and risk committee (including cyber security) at another public company. Additionally, another member of our audit committee recently completed an online course on boardroom governance in cybersecurity.
Added
The Audit Committee has oversight responsibility for the Company’s ERM framework, including managing cybersecurity threat risks and cybersecurity incidents. Specifically, the Audit Committee oversees the design, implementation and maintenance of an effective ERM framework for the Company’s overall risks.
Removed
Under the direction of Atleos’ CISO, the Global Information Security organization is responsible for implementing and maintaining an information security program with the goal to protect information technology resources and protect the confidentiality and integrity of data gathered on our people, partners, customers, and business assets.
Added
As discussed below, members of management report to the Audit Committee, which reports to the entire Board about cybersecurity threat risks, among other cybersecurity related matters, at least annually.
Removed
Also, we employ 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, multi-factor authentication and encryption.
Added
The CISO is responsible for the strategy, design and monitoring of the cybersecurity program and works to ensure that the program is appropriate to meet enterprise risk tolerances and appetites as well as communicate and integrate cybersecurity related risks to Management, ERM and the Audit Committee of the Board.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. PROPERTIES As of December 31, 2024, Atleos operated 306 facilities consisting of approximately 3.2 million square feet in 56 countries throughout the world, which are generally used by all of Atleos’ operating segments. On a square footage basis, 8% of these facilities are owned and 92% are leased.
Biggest changeItem 2. PROPERTIES As of December 31, 2025, Atleos operated 316 facilities consisting of approximately 3.1 million square feet in 56 countries throughout the world, which are generally used by all of Atleos’ operating segments. On a square footage basis, 7% of these facilities are owned and 93% are leased.
Within the total facility portfolio, Atleos operates three research and development and manufacturing facilities totaling 0.4 million square feet, 69% 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 95% leased. Atleos is headquartered in Atlanta, Georgia, USA.
Within the total facility portfolio, Atleos operates three research and development and manufacturing facilities totaling 0.4 million square feet, 69% of which is leased. The remaining 2.7 million square feet of space includes office, repair, and warehousing space and other miscellaneous sites, and is 96% leased. Atleos is headquartered in Atlanta, Georgia, USA.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. LEGAL PROCEEDINGS Information regarding legal proceedings is included in Item 8 of Part II of this Report as part of Note 10, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements and is incorporated herein by reference.
Biggest changeItem 3. LEGAL PROCEEDINGS Information regarding legal proceedings is included in Item 8 of Part II of this Report as part of Note 9, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements and is incorporated herein by reference.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCompany / Index 10/23 12/23 12/24 NCR Atleos Corporation $ 100 $ 114 $ 159 S&P 500 Stock Index $ 100 $ 109 $ 137 Russell 2000 Index $ 100 $ 115 $ 129 S&P Composite 1500 Transaction & Payment Processing Services Index $ 100 $ 108 $ 136 37 Table of Contents Purchase of Company Common Stock The Company’s repurchase of its common stock has certain restrictions under our senior secured credit facility and the terms of the indentures for our senior secured notes and is further subject to the discretion of Atleos’ Board of Directors.
Biggest changeCompany / Index 10/23 12/23 12/24 12/25 NCR Atleos Corporation $ 100 $ 114 $ 159 $ 179 S&P SmallCap 600 $ 100 $ 116 $ 126 $ 133 Russell 2000 Index $ 100 $ 115 $ 129 $ 145 S&P Composite 1500 Transaction & Payment Processing Services Index $ 100 $ 108 $ 136 $ 132 S&P 500 Index $ 100 $ 109 $ 137 $ 161 36 Table of Contents Purchase of Company Common Stock The following table presents information with respect to purchases of the Company’s common stock during the three months ended December 31, 2025.
The declaration of dividends has certain restrictions under our senior secured credit facility and the terms of the indentures for our senior secured notes and is further subject to the discretion of Atleos’ Board of Directors.
The declaration of dividends has certain restrictions under our senior secured credit facility and the terms of the indentures for our senior secured notes and is further subject to the discretion of Atleos’ Board.
This graph covers the period from October 17, 2023, the first trading day of Atleos common stock following the separation from NCR Corporation, through December 31, 2024. In each case, the graph assumes a $100 investment on October 17, 2023, and reinvestment of all dividends, if any.
This graph covers the period from October 17, 2023, the first trading day of Atleos common stock following the separation from NCR Corporation, through December 31, 2025. In each case, the graph assumes a $100 investment on October 17, 2023, and reinvestment of all dividends, if any.
Stock Performance Graph The following graph compares the relative investment performance of Atleos stock, the Russell 2000 Stock Index, Standard & Poor’s Composite 1500 Transaction & Payment Processing Services Index and the Standard & Poor’s 500 Stock Index.
Stock Performance Graph The following graph compares the relative investment performance of Atleos stock, the Russell 2000 Stock Index, Standard & Poor’s Composite 1500 Transaction & Payment Processing Services Index, the Standard & Poor’s 500 Stock Index and the Standard & Poor’s SmallCap 600 Index.
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Atleos’ common stock is listed on the NYSE and trades under the symbol “NATL.” There were approximately 61,619 holders of Atleos common stock as of February 21, 2025. Dividends Atleos did not pay cash dividends in 2024.
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Atleos’ common stock is listed on the NYSE and trades under the symbol “NATL.” There were approximately 56,782 holders of Atleos common stock as of February 20, 2026. Dividends Atleos did not pay cash dividends in 2025.
Added
The Standard & Poor’s SmallCap 600 Index replaced the Standard & Poor’s 500 Stock Index as it is a more relevant benchmark to measure our performance. The table and the graph below include the Standard & Poor’s 500 Stock Index as a transitional measure.
Added
Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan October 1 - October 31, 2025 — $ — — $ 200,000,000 November 1 - November 30, 2025 400,950 35.85 400,950 185,627,673 December 1 - December 31, 2025 364,351 37.96 364,351 171,797,707 Total 765,301 $ 36.85 765,301 $ 171,797,707 On July 25, 2025, our Board approved a Share Repurchase Program, authorizing the repurchase of shares of the Company’s common stock in an aggregate amount up to $200 million.
Added
The repurchase program is for 24 months but does not obligate us to acquire a specific number or dollar amount of shares.
Added
We may repurchase shares of common stock from time to time using a variety of methods, including through open market purchases, privately negotiated transactions, and other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act.
Added
The timing, manner, price and amount of any repurchases will be determined by the Company, in its discretion, and will depend on a variety of factors, including legal requirements, price, and economic and market conditions and may be limited, suspended or discontinued at any time without prior notice.
Added
During the year ended December 31, 2025, we repurchased approximately 0.8 million shares of our common stock for an aggregate purchase price of $28 million, including commissions and fees. All shares repurchased during the period were immediately retired, and the cost of the repurchased shares was recorded as a reduction to retained earnings within stockholders’ equity.
Added
As of December 31, 2025, approximately $172 million remained available for repurchases under the Share Repurchase Program. The repurchase of our common stock has certain restrictions under our senior secured credit facility and the terms of the indentures for our senior secured notes and is further subject to the discretion of Atleos’ Board.

Item 6. [Reserved]

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

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Biggest changeItem 6. [Reserved] 38 Table of Contents Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) Page Overview 40 Business Overview 40 Strategic Initiatives and Trends 42 Impacts from Geopolitical and Macroeconomic Challenges 42 Results of Operations 44 Financial Condition, Liquidity and Capital Resources 52 Critical Accounting Estimates 55 Recently Issued Accounting Pronouncements 59 39 Table of Contents
Biggest changeItem 6. [Reserved] 37 Table of Contents Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) Page Overview 39 Business Overview 39 Strategic Initiatives and Trends 41 Impacts from Geopolitical and Macroeconomic Challenges 41 Results of Operations 42 Financial Condition, Liquidity and Capital Resources 49 Critical Accounting Estimates 52 Recently Issued Accounting Pronouncements 55 38 Table of Contents

Item 7. Management's Discussion & Analysis

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

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Biggest changePercentage of Revenue (1) Increase (Decrease) In millions 2024 2023 2022 2024 2023 2022 2024 v 2023 2023 v 2022 Product revenue $ 995 $ 1,030 $ 1,098 23.0 % 24.6 % 26.6 % (3) % (6) % Service revenue 3,322 3,161 3,033 77.0 % 75.4 % 73.4 % 5 % 4 % Total revenue 4,317 4,191 4,131 100.0 % 100.0 % 100.0 % 3 % 1 % Product gross margin 156 184 126 15.7 % 17.9 % 11.5 % (15) % 46 % Service gross margin 877 749 793 26.4 % 23.7 % 26.1 % 17 % (6) % Total gross margin 1,033 933 919 23.9 % 22.3 % 22.2 % 11 % 2 % Selling, general and administrative expenses 518 585 586 12.0 % 14.0 % 14.2 % (11) % — % Research and development expenses 66 77 64 1.5 % 1.8 % 1.5 % (14) % 20 % Income from operations 449 271 269 10.4 % 6.5 % 6.5 % 66 % 1 % Loss on extinguishment of debt (20) — — (0.5) % — % — % n/m n/m Interest expense (309) (77) — (7.2) % (1.8) % — % 301 % n/m Related party interest expense, net — (13) (31) — % (0.3) % (0.8) % (100) % (58) % Other (expense) income, net 19 (74) (81) 0.4 % (1.8) % (2.0) % (126) % (9) % Income before income taxes 139 107 157 3.2 % 2.6 % 3.8 % 30 % (32) % Income tax expense 47 239 50 1.1 % 5.7 % 1.2 % (80) % 378 % Net income (loss) $ 92 $ (132) $ 107 2.1 % (3.1) % 2.6 % 170 % (223) % (1) The percentage of revenue is calculated for each line item divided by total revenue, except for product gross margin and service gross margin, which are divided by the related component of revenue.
Biggest changePercentage of Revenue (1) Increase (Decrease) In millions 2025 2024 2023 2025 2024 2023 2025 v 2024 2024 v 2023 Product revenue $ 1,030 $ 993 $ 1,030 23.7 % 23.1 % 24.6 % 4 % (4) % Service revenue 3,324 3,312 3,156 76.3 % 76.9 % 75.4 % — % 5 % Total revenue 4,354 4,305 4,186 100.0 % 100.0 % 100.0 % 1 % 3 % Product gross margin 204 153 185 19.8 % 15.4 % 18.0 % 33 % (17) % Service gross margin 857 867 743 25.8 % 26.2 % 23.5 % (1) % 17 % Total gross margin 1,061 1,020 928 24.4 % 23.7 % 22.2 % 4 % 10 % Selling, general and administrative expenses 513 521 585 11.8 % 12.1 % 14.0 % (2) % (11) % Research and development expenses 70 62 80 1.6 % 1.4 % 1.9 % 13 % (23) % Income from operations 478 437 263 11.0 % 10.2 % 6.3 % 9 % 66 % Loss on extinguishment of debt — (24) — — % (0.6) % — % n/m n/m Interest expense (270) (309) (77) (6.2) % (7.2) % (1.8) % (13) % 301 % Related party interest expense, net — — (13) — % — % (0.3) % — % (100) % Other (expense) income, net (19) 21 (84) (0.4) % 0.5 % (2.0) % (190) % 125 % Income before income taxes 189 125 89 4.3 % 2.9 % 2.1 % 51 % 40 % Income tax expense 27 44 237 0.6 % 1.0 % 5.7 % (39) % (81) % Net income (loss) $ 162 $ 81 $ (148) 3.7 % 1.9 % (3.5) % 100 % 155 % (1) Percentage of revenue is expressed relative to total revenue except for product gross margin and service gross margin, which are expressed relative to the applicable component of revenue. 45 Table of Contents Revenue Percentage of Revenue (1) Increase (Decrease) In millions 2025 2024 2023 2025 2024 2023 2025 v 2024 2024 v 2023 Revenue Self-Service Banking $ 2,881 $ 2,685 $ 2,577 66.2 % 62.4 % 61.6 % 7 % 4 % Network 1,265 1,284 1,266 29.1 % 29.8 % 30.2 % (1) % 1 % T&T $ 168 $ 194 $ 196 3.8 % 4.5 % 4.7 % (13) % (1) % Total segment revenue $ 4,314 $ 4,163 $ 4,039 99.1 % 96.7 % 96.5 % 4 % 3 % Other (2) $ 40 $ 142 $ 147 0.9 % 3.3 % 3.5 % (72) % (3) % Consolidated revenue $ 4,354 $ 4,305 $ 4,186 100.0 % 100.0 % 100.0 % 1 % 3 % (1) Percentage of revenue is expressed relative to consolidated revenue.
Prior to the Separation, the Consolidated Statements of Operations include all revenues and costs directly attributable to Atleos, including costs for facilities, functions and services used by Atleos. Atleos’ businesses have historically functioned together with the other businesses controlled by NCR. Accordingly, Atleos relied on NCR’s corporate overhead and other support functions for its business.
Prior to the Separation, the Consolidated Statements of Operations include all revenues and costs directly attributable to Atleos, including costs for facilities, functions and services used by Atleos. Atleos’ businesses historically functioned together with the other businesses controlled by NCR. Accordingly, Atleos relied on NCR’s corporate overhead and other support functions for its business.
Impacts from Geopolitical and Macroeconomic Challenges We continue to be exposed to macroeconomic pressures such as higher interest rates, increased logistics costs, and foreign currency fluctuations as a result of geopolitical challenges, including those due to various conflicts in and around the Red Sea region.
Impacts from Geopolitical and Macroeconomic Challenges We continue to be exposed to macroeconomic pressures such as higher interest rates, increased logistics costs, tariffs, and foreign currency fluctuations as a result of geopolitical challenges, including those due to various conflicts in and around the Red Sea region.
Network Managed Units: All transacting ATMs as of period end, whether Company-owned or Merchant-owned, other than those for which we only provide third party processing services and those under legacy managed services arrangements.
Network Managed Units are all transacting ATMs as of period end, whether Company-owned or Merchant-owned, other than those for which we only provide third-party processing services and those under legacy managed services arrangements.
Management believes that our cash balances and funds provided by operating activities, along with our borrowing capacity under the senior secured credit facility and access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of our current and long-term (i.e., beyond December 31, 2025) material cash requirements when due, including third-party debt, (ii) adequate liquidity to fund capital expenditures and (iii) flexibility to meet investment opportunities that may arise.
Management believes that our cash balances and funds provided by operating activities, along with our borrowing capacity under the senior secured credit facility and access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of our current and long-term (i.e., beyond December 31, 2026) material cash requirements when due, including third-party debt, (ii) adequate liquidity to fund capital expenditures and (iii) flexibility to meet investment opportunities that may arise.
See Note 9, “Employee Benefit Plans”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for additional discussion on our pension, postemployment and postretirement plans.
See Note 8, “Employee Benefit Plans”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for additional discussion on our pension, postemployment and postretirement plans.
These amounts can fluctuate significantly period to period based on the number of days for which settlement to the merchant has not yet occurred or day of the week on which a reporting period ends.
These amounts can fluctuate significantly period to period based on the number of days for which settlement has not yet occurred or day of the week on which a reporting period ends.
As a result, interpretation and judgment are sometimes required to determine the appropriate accounting for these transactions, including: (i) whether performance obligations are considered distinct that should be accounted for separately versus together, how the price should be allocated among the performance obligations, and when to recognize revenue for each performance obligation; (ii) developing an estimate of the stand-alone selling price, or SSP, of each distinct performance obligation; (iii) combining contracts that may impact the allocation of the transaction price between product and services; and (iv) estimating 55 Table of Contents and accounting for variable consideration, including rights of return, rebates, expected penalties or other price concessions as a reduction of the transaction price.
As a result, interpretation and judgment are sometimes required to determine the appropriate accounting for these transactions, including: (i) whether performance obligations are considered distinct that should be accounted for separately versus together, how the price should be allocated among the performance obligations, and when to recognize revenue for each performance obligation; (ii) developing an estimate of the stand-alone selling price, or SSP, of each distinct performance obligation; (iii) combining contracts that may impact the allocation of the transaction price between product and services; and (iv) estimating and accounting for variable consideration, including rights of return, rebates, expected penalties or other price concessions as a reduction of the transaction price.
We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to our ATM network, including our proprietary Allpoint network, providing convenient and fee-free cash withdrawal and deposit access to their customers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via ReadyCode (formerly Pay360).
We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to our ATM network, including our proprietary Allpoint network, providing convenient and fee-free cash withdrawal and deposit access to their customers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via ReadyCode.
Refer to the section below entitled “Spin-off from NCR” for additional information regarding the basis of presentation for the year ended December 31, 2023. • Liquidity and capital resources. This section provides an analysis of our cash flows and a discussion of our contractual obligations at December 31, 2024. • Critical accounting estimates.
Refer to the section below entitled “Spin-off from NCR” for additional information regarding the basis of presentation for the year ended December 31, 2023. • Liquidity and capital resources. This section provides an analysis of our cash flows and a discussion of our contractual obligations at December 31, 2025. • Critical accounting estimates.
These non-recurring costs primarily relate to system implementation costs, business and facilities separation, applicable employee related costs, development of our brand and other matters. We expect the separation-related costs will continue through at least fiscal year 2025 but will be lower as compared to 2023 and 2024.
These non-recurring costs primarily relate to system implementation costs, business and facilities separation, applicable employee related costs, development of our brand and other matters. We expect the separation-related costs will continue through at least fiscal year 2026 but will be lower as compared to 2024 and 2025.
As such, we are not able to estimate our future contractual obligation with respect to these obligations. For additional information, refer to Note 10, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report.
As such, we are not able to estimate our future contractual obligation with respect to these obligations. For additional information, refer to Note 9, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report.
Restricted cash settlement activity represents the net change in amounts collected on behalf of, but not yet remitted to, certain of the Company’s merchant customers or third-party service providers that are pledged for a particular use or restricted to support these obligations.
Restricted cash settlement activity represents the net change in amounts collected on behalf of, but not yet remitted to, certain of our merchant customers or third-party service providers that are pledged for a particular use or restricted to support these obligations.
Adjusted free cash flow-unrestricted does not represent the residual cash flow available, 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 Atleos’ definition may differ from other companies’ definitions of this measure.
Adjusted free cash flow-unrestricted does not represent the residual cash flow available, 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 our definition may differ from other companies’ definitions of this measure.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Our primary liquidity needs in the ordinary course of business are to: (i) fund normal operating expenses; (ii) meet the interest and principal requirements of our outstanding indebtedness, including finance leases; (iii) fund capital expenditures and operating lease payments; (iv) fund indemnification payments related to legal and environmental matters; (v) meet our expected pension, postretirement and postemployment plan contributions; and (vi) fund payments related to transformation and restructuring initiatives.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Our primary liquidity needs in the ordinary course of business are to: (i) fund normal operating expenses; (ii) meet the interest and principal requirements of our outstanding indebtedness, including finance leases; (iii) fund capital expenditures and operating lease payments; (iv) fund indemnification payments related to legal and environmental matters; (v) meet our expected pension, postretirement and post-employment plan contributions; and (vi) fund payments related to transformation and restructuring initiatives.
See Note 4, “Segment Information and Concentrations”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for a reconciliation of our segment results to Net income (loss) attributable to Atleos.
See Note 3, “Segment Information and Concentrations”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for a reconciliation of our segment results to Net income (loss) attributable to Atleos.
See Note 5, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for additional disclosure related to our debt obligations and the related interest rate terms.
See Note 4, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for additional disclosure related to our debt obligations and the related interest rate terms.
Holding all other assumptions constant, a 0.25% change in the discount rate used for the U.S. pension plan would have increased or decreased 2024 ongoing pension expense by approximately $2 million.
Holding all other assumptions constant, a 0.25% change in the discount rate used for the U.S. pension plan would have increased or decreased 2025 ongoing pension expense by approximately $2 million.
The aggregate net effect of transactions between the Company and NCR that were not historically settled in cash had been reflected in the Consolidated Statements of Cash Flows as Net transfers from (to) NCR Corporation within financing activities. Prior to the Separation, income tax expense and tax balances were calculated on a separate tax return basis.
The 40 Table of Contents aggregate net effect of transactions between the Company and NCR that were not historically settled in cash had been reflected in the Consolidated Statements of Cash Flows as Net transfers from (to) NCR Corporation within financing activities. Prior to the Separation, income tax expense and tax balances were calculated on a separate tax return basis.
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 an immaterial amount.
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 an immaterial amount.
See Note 5, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for further information on our debt transactions.
See Note 4, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for further information on our debt transactions.
We also offer an ATM as a service (“ATMaaS”) solution to manage and run the ATM channel end-to-end for financial institutions that include back office, cash management, software management and ATM deployment, among others. 40 Table of Contents • Network - Provides a cost-effective way for financial institutions, fintechs, neobanks, and retailers to reach and serve their customers through our network of ATMs and multi-functioning financial services kiosks.
We also offer an ATM as a service (“ATMaaS”) solution to manage and run the ATM channel end-to-end for financial institutions that include back office, cash management, software management and ATM deployment, among other services. 39 Table of Contents • Network - Provides a cost-effective way for financial institutions, fintechs, neobanks, and retailers to reach and serve their customers through our network of ATMs and multi-functioning financial services kiosks.
Accordingly, the Company’s income tax provision for periods prior to the Separation was prepared following the separate return method. The separate return method applies ASC 740 to the stand-alone financial statements of each member of the consolidated group as if the group members were a separate taxpayer and a stand-alone enterprise.
Accordingly, the Company’s income tax provision for periods prior to the 54 Table of Contents Separation was prepared following the separate return method. The separate return method applies ASC 740 to the stand-alone financial statements of each member of the consolidated group as if the group members were a separate taxpayer and a stand-alone enterprise.
See sections entitled “Forward-Looking Statements” and “Risk Factors” in Item 1A of this Annual Report for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause future results to differ materially from those reflected in this section. Our discussion within MD&A is organized as follows: • Overview.
See sections entitled “Forward-Looking Statements” and “Risk Factors” in Item 1A of this Annual Report on Form 10-K for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause future results to differ materially from those reflected in this section. Our discussion within MD&A is organized as follows: • Overview.
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.
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.
Our senior secured credit facility also includes financial covenants that require us to maintain a consolidated leverage ratio not to exceed 4.50 to 1.00 on the last day of any fiscal quarter ending on or prior to September 30, 2025. CRITICAL ACCOUNTING ESTIMATES Our Consolidated Financial Statements are prepared in accordance with GAAP.
Our senior secured credit facility also includes financial covenants that require us to maintain a consolidated leverage ratio not to exceed 4.25 to 1.00 on the last day of any fiscal quarter ending on or following September 30, 2025. CRITICAL ACCOUNTING ESTIMATES Our Consolidated Financial Statements are prepared in accordance with GAAP.
As of December 31, 2024, we did not provide for U.S. federal income taxes or foreign withholding taxes on approximately $3.7 billion 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 $130 million.
As of December 31, 2025, we did not provide for U.S. federal income taxes or foreign withholding taxes on approximately $3.7 billion 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 $144 million.
A 0.25% change in the expected rate of return on plan assets assumption for the U.S. pension plan would have increased or decreased 2024 ongoing pension expense by approximately $3 million. Our expected return on plan assets has historically been and will likely continue to be material to net income.
A 0.25% change in the expected rate of return on plan assets assumption for the U.S. pension plan would have increased or decreased 2025 ongoing pension expense by approximately $2 million. Our expected return on plan assets has historically been and will likely continue to be material to net income.
The estimates that we believe are the most critical to aid in fully understanding and evaluating our reported financial results are discussed in the paragraphs below. Revenue Recognition We enter into contracts to sell our products and services, which may be sold separately or bundled with other products and services.
The 52 Table of Contents estimates that we believe are the most critical to aid in fully understanding and evaluating our reported financial results are discussed in the paragraphs below. Revenue Recognition We enter into contracts to sell our products and services, which may be sold separately or bundled with other products and services.
Loss on Extinguishment of Debt Increase (Decrease) In millions 2024 2023 2022 2024 v 2023 2023 v 2022 Loss on extinguishment of debt $ 20 $ — $ — n/m n/m On October 17, 2024, Atleos entered into an Amended Credit Agreement and completed financing transactions that included the refinancing of the Term Loan B Facility.
Loss on Extinguishment of Debt Increase (Decrease) In millions 2025 2024 2023 2025 v 2024 2024 v 2023 Loss on extinguishment of debt $ — $ 24 $ — n/m n/m On October 17, 2024, Atleos entered into an Amended Credit Agreement and completed financing transactions that included the refinancing of the Term Loan B Facility.
In 2024, our tax rate benefited from $17 million Foreign Derived Intangible Income deduction and $17 million provision to return adjustments, of which $11 million is classified as U.S. tax impact on foreign income. Additionally, our tax rate was impacted by increasing the valuation allowance on U.S. interest expense disallowance carryforward by $31 million.
In 2024, our tax rate benefited from $17 million Foreign Derived Intangible Income deduction and $17 million provision to return adjustments, of which $11 million is classified as U.S. tax impact on foreign income. Additionally, in 2024, our tax rate was impacted by an increase in the valuation allowance on U.S. interest expense disallowance carryforward by $32 million.
Refer to Note 7, “Income Taxes”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for disclosures related to foreign and domestic pretax income, foreign and domestic income tax (benefit) expense and the effect foreign taxes have on our overall effective tax rate.
Refer to Note 6, “Income Taxes”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for disclosures related to foreign and domestic pretax income, foreign and domestic income tax (benefit) expense and the impact of foreign taxes on our overall effective tax rate.
Manufacturing services provided to Voyix were completed in the fourth quarter of 2024. STRATEGIC INITIATIVES AND TRENDS Atleos is expected to be a cash-generative business positioned to focus on delivering ATMaaS to a large, installed customer base across banks and retailers.
Manufacturing services provided to Voyix were completed in the fourth quarter of 2024. STRATEGIC INITIATIVES AND TRENDS We expect to be a cash-generative business positioned to focus on delivering ATMaaS to a large, installed customer base across banks and retailers.
Additionally, the Senior Secured Credit Facility provides for a five-year Revolving Credit Facility with an aggregate principal amount of $600 million, of which $225 million was outstanding as of December 31, 2024.
Additionally, the Senior Secured Credit Facility provides for a five-year Revolving Credit Facility with an aggregate principal amount of $600 million, of which $125 million was outstanding as of December 31, 2025.
As a result of this determination, we had valuation allowances of $264 million and $263 million as of December 31, 2024 and 2023, respectively, related to certain deferred income tax assets, primarily tax loss carryforwards, 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 $243 million and $265 million as of December 31, 2025 and 2024, respectively, related to certain deferred income tax assets, primarily tax loss carryforwards, in jurisdictions where there is uncertainty as to the ultimate realization of a benefit from those tax assets.
Annualized Recurring Revenue (“ARR”): 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”) is an operating metric defined as 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.
We continue to navigate through these challenges with a sharp focus on and goal of safeguarding our employees, helping our customers 42 Table of Contents and managing impacts to the business. Despite the rapidly changing environment, our teams are executing at a high level and we are advancing our strategy.
We are navigating through these challenges with a sharp focus on, and goal of, safeguarding our employees, helping our customers and managing impacts to the business. Despite the rapidly changing environment, our teams are executing at a high level and we are advancing our strategy.
The key assumptions used in developing our 2024 expense were discount rates of 5.0% and an expected return on assets assumption of 7.5% for our U.S. pension plan. The U.S. plan represented 70% of the pension obligation as of December 31, 2024 .
The key assumptions used in developing the 2025 expense for our U.S. pension plan were discount rates of 5.2% and an expected return on assets assumption of 7.0%. The U.S. plan represented 68% of our total pension obligation as of December 31, 2025 .
We do not expect further mandatory contributions un til 2026 based on current funding requirements and assuming the Company does not complete any further actions, including, but not limited to, a further pre-fund or de-risking action. The funded status of Atleos’ U.S. pension plan is an underfunded position of $279 million as of December 31, 2024.
We do not expect further mandatory contributions until 2027 based on current funding requirements and assuming the Company does not complete any further actions, including, but not limited to, a further pre-fund or de-risking action. The funded status of Atleos’ U.S. pension plan is an underfunded position of $248 million as of December 31, 2025.
The following table shows our segment revenue and Adjusted EBITDA for the years ended December 31, the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year.
Self-Service Banking Revenue and Adjusted EBITDA The following table shows our Self-Service Banking segment revenue by product and segment Adjusted EBITDA for the years ended December 31, the relative percentage that those amounts represent to Self-Service Banking segment revenue and the change in those amounts year-over-year.
We believe Adjusted free cash flow-unrestricted information is useful for investors because it indicates the amount of cash available after these adjustments for, among other things, investments in Atleos’ existing businesses, strategic acquisitions, and repayment of debt obligations.
We believe Adjusted free cash flow-unrestricted is useful for investors because it indicates the amount of cash available for, among other things, investments in our existing businesses, strategic acquisitions and repayment of our debt obligations.
Reconciliation of Gross Margin Rate (Gross Margin as a Percentage of Revenue) (GAAP) to Adjusted Gross Margin Rate (Adjusted Gross Margin as a Percentage of Revenue) (Non-GAAP) 2024 2023 2022 Gross Margin Rate (GAAP) 23.9 % 22.3 % 22.2 % Plus: Special Items Acquisition-related amortization of intangibles 1.9 % 1.5 % 1.5 % Stock-based compensation expense 0.1 % 0.5 % 0.7 % Separation costs — % 1.2 % — % Transformation and restructuring 0.2 % — % 0.4 % Russia operations — % — % 0.2 % Adjusted Gross Margin Rate (Non-GAAP) 26.1 % 25.5 % 25.0 % Reconciliation of Selling, General and Administrative Expenses (“SG&A”) as a Percentage of Revenue (GAAP) to Adjusted SG&A as a Percentage of Revenue (Non-GAAP) 2024 2023 2022 SG&A as a percentage of revenue (GAAP) 12.0 % 14.0 % 14.2 % Plus: Special Items Acquisition-related amortization of intangibles (0.4) % (0.8) % (1.0) % Stock-based compensation expense (0.7) % (1.1) % (0.8) % Separation costs (0.4) % (2.3) % — % Acquisition-related costs — % — % (0.2) % Transformation and restructuring (0.2) % (0.2) % (0.9) % Russia operations — % — % (0.1) % Adjusted SG&A as a percentage of revenue (Non-GAAP) 10.3 % 9.6 % 11.2 % 46 Table of Contents Reconciliation of Research and Development Expenses (“R&D”) as a Percentage of Revenue (GAAP) to Adjusted R&D as a Percentage of Revenue (Non-GAAP) 2024 2023 2022 R&D as a percentage of revenue (GAAP) 1.5 % 1.8 % 1.5 % Plus: Special Items Stock-based compensation expense — % (0.1) % (0.1) % Separation costs — % (0.1) % — % Transformation and restructuring (0.1) % — % (0.1) % Adjusted R&D as a percentage of revenue (Non-GAAP) 1.4 % 1.6 % 1.3 % 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.
Reconciliation of Gross Margin Rate (Gross Margin as a Percentage of Revenue) (GAAP) to Adjusted Gross Margin Rate (Adjusted Gross Margin as a Percentage of Revenue) (Non-GAAP) 2025 2024 2023 Gross Margin Rate (GAAP) 24.4 % 23.7 % 22.2 % Plus: Special Items Acquisition-related amortization of intangibles 1.8 % 1.8 % 1.5 % Stock-based compensation expense 0.1 % 0.1 % 0.5 % Separation costs — % — % 1.2 % Transformation and restructuring 0.2 % 0.2 % — % Adjusted Gross Margin Rate (Non-GAAP) 26.5 % 25.8 % 25.4 % 44 Table of Contents Reconciliation of Selling, General and Administrative Expenses (“SG&A”) as a Percentage of Revenue (GAAP) to Adjusted SG&A as a Percentage of Revenue (Non-GAAP) 2025 2024 2023 SG&A as a percentage of revenue (GAAP) 11.8 % 12.1 % 14.0 % Plus: Special Items Acquisition-related amortization of intangibles (0.3) % (0.4) % (0.8) % Stock-based compensation expense (0.6) % (0.7) % (1.0) % Separation costs (0.3) % (0.5) % (2.3) % Transformation and restructuring (0.3) % (0.2) % (0.2) % Voyix indemnification expense (0.5) % — % — % Adjusted SG&A as a percentage of revenue (Non-GAAP) 9.8 % 10.3 % 9.7 % 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.
The sensitivity of the assumptions described above is specific to each individual plan and not to our pension, postemployment and postretirement plans in the aggregate. We intend to use an involuntary turnover assumption of 5.0% in determining the 2025 postemployment expense.
The sensitivity of the assumptions described above is specific to each individual plan and not to our pension, postemployment and postretirement plans in the aggregate. We intend to use an involuntary turnover assumption of 4.7% in determining the 2026 postemployment expense.
In connection with the transactions, Atleos recorded a loss on extinguishment of debt of $20 million in 2024, including the write-off of discount and deferred financing fees of $13 million and a cash redemption premium of $7 million. Refer to Note 5, “Debt Obligations”, for further details on the financing transactions.
In connection with the transactions, Atleos recorded a loss on extinguishment of debt of $24 million, including the write-off of discount and deferred financing fees of $17 million and a cash redemption premium of $7 million. Refer to Note 4, “Debt Obligations”, for further details on the financing transactions.
The above table includes only amounts communicated to Atleos by Voyix pursuant to the protocols set forth in the Separation and Distribution Agreement for the year ended December 31, 2025. Atleos’ obligations regarding these environmental remediation matters are subject to significant uncertainties, which are out of Atleos’ control and will not be resolved for many years.
The above table includes only amounts communicated to us by Voyix pursuant to the protocols set forth in the Separation and Distribution Agreement for the year ended December 31, 2026. Our obligations regarding these environmental remediation and legal matters are subject to significant uncertainties, which are out of our control and may not be resolved for many years.
(2) Other immaterial business operations, including commerce-related operations in countries that Voyix exited that are aligned to Atleos, that do not represent a reportable segment. For periods after the Separation, Other also includes revenues from commercial agreements with Voyix.
(2) Contains certain immaterial business operations that do not represent a reportable segment, including commerce-related operations in countries that Voyix exited that are aligned to Atleos. Other also includes revenues from commercial agreements with Voyix.
For additional information, refer to Note 7, “Income Taxes”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report. Voyix environmental indemnification obligations represent Atleos’s obligations pursuant to the Separation and Distribution Agreement whereby Atleos will indemnify Voyix for retained environmental remediation obligations.
For additional information, refer to Note 6, “Income Taxes”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report. Voyix indemnification obligations represent our obligations pursuant to the Separation and Distribution Agreement whereby we will indemnify Voyix for retained environmental remediation obligations and shared legal matters.
Our principal sources of cash are generated from operations, borrowings under our revolving credit facility and issuances of debt. We continually evaluate our liquidity requirements in light of our operating needs, growth initiatives and capital resources. Atleos’ management uses a non-GAAP measure called “Adjusted free cash flow-unrestricted” to assess the financial performance and liquidity of Atleos.
Our principal sources of cash are generated from operations, borrowings under our revolving credit facility and issuances of debt. We continually evaluate our liquidity requirements based on our operating needs, growth initiatives and capital resources. We use a non-GAAP measure called “Adjusted free cash flow-unrestricted” to assess our financial performance and liquidity.
We believe it will build on our leadership in self-service banking and ATM networks to meet global demand for ATM access and leverage new ATM transaction types, including digital currency solutions, to drive market growth. Atleos is expected to also continue shifting to a highly recurring revenue model to drive stable cash flow and capital returns to stockholders.
We believe it will build on our leadership in self-service banking and ATM networks to meet global demand for ATM access and leverage new ATM transaction types, including digital currency solutions, to drive market growth. We also expect to continue shifting to a highly recurring revenue model to drive stable cash flow. We are continuing our transition to software-led solutions.
In addition to the global macroeconomic conditions, bank failures in 2023 have caused a degree of uncertainty in the investor community and among bank customers, and could significantly impact the national, regional and local banking industry and the global business environment in which Atleos operates.
Global macroeconomic conditions have caused a degree of uncertainty in the investor community and among bank customers, and could significantly impact the national, regional and local banking industry and the global business environment in which we operate.
For management’s discussion of our consolidated results for the year ended December 31, 2023 in comparison with the year ended December 31, 2022, and other financial information related to fiscal year 2022, refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our 2023 Annual Report on Form 10-K filed with the SEC on March 26, 2024 (“2023 Form 10-K”).
For management’s discussion of our consolidated results for the year ended December 31, 2024 in comparison with the year ended December 31, 2023, and other financial information related to fiscal year 2023, refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our 2024 amended and restated Annual Report on Form 10-K/A filed with the SEC on November 5, 2025 (the “2024 Form 10-K/A”).
The purchase obligation amounts were determined through information in our procurement systems and payment schedules for significant contracts, including the Commercial Agreements with Voyix. 54 Table of Contents We have a liability related to our uncertain tax positions.
The purchase obligation amounts were determined through information in our procurement systems and payment schedules for significant contracts. We have a liability related to our uncertain tax positions.
Refer to the section above entitled “Non-GAAP Financial Measures and Use of Certain Terms” for our definition of Adjusted EBITDA and the reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (non-GAAP).
Refer to the section entitled “Non-GAAP Financial Measures and Use of Certain Terms” for our definition of Adjusted EBITDA and the reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (non-GAAP). Services revenues include hardware maintenance revenue, transaction services revenue, managed services revenue and ATMaaS revenue.
Our U.S. and international employee benefit plans, which are described in Note 9, “Employee Benefit Plans”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report, could require significant future cash payments. In 2024, we did not contribute to our U.S. pension plan. We expect a mandatory contribution of $30 million in 2025.
Our U.S. and international employee benefit plans, which are described in Note 8, “Employee Benefit Plans”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report, could require significant future cash payments. We expect mandatory contributions of $48 million and $4 million for our U.S. and International employee benefit plans, respectively, in 2026.
Employee Benefit Plans The Company made no contributions to the U.S. pension plan in 2024 and contributed $3 million to its international pension plans, $21 million to the postemployment plan and none to the postretirement plan in 2024.
Employee Benefit Plans The Company made $23 million contributions to the U.S. pension plan and contributed $4 million to its international pension plans, $11 million to the postemployment plan and none to the postretirement plan in 2025. Additionally, the Company contributed $3 million to other, immaterial international pension plans in 2025.
Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by the Company’s foreign subsidiaries were $329 million and $285 million at December 31, 2024 and 2023, respectively.
Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by our foreign subsidiaries were $299 million and $329 million at December 31, 2025 and 2024, respectively.
We expect that these factors may continue to negatively impact our business at least in the short-term. The ultimate impact on our overall financial condition and operating results will depend on the duration and severity of these geopolitical and macroeconomic pressures and any governmental and public actions taken in response.
The ultimate impact on our overall financial condition and operating results will depend on the duration and severity of these geopolitical and macroeconomic pressures and any governmental and public actions taken in response.
We generally review and update these assumptions on an annual basis at the end of each fiscal year. We are required to consider current market conditions, including changes in interest rates, in making these assumptions.
In addition, our actuarial consultants advise us about subjective factors such as withdrawal rates and mortality rates to use in our valuations. We generally review and update these assumptions on an annual basis at the end of each fiscal year. We are required to consider current market conditions, including changes in interest rates, in making these assumptions.
In 2025, the Company expects to contribute $30 million to its U.S. pension plan, $1 million to the international pension plans, $23 million to the postemployment plan and $1 million to the postretirement plan.
In 2026, the Company expects to contribute $48 million to its U.S. pension plan, $4 million to the international pension plans, $8 million to the postemployment plan and none to the postretirement plan.
Pension, Postemployment and Postretirement Benefits We sponsor domestic and foreign defined benefit pension and postemployment plans as well as domestic postretirement plans. As a result, we have significant pension, postemployment and postretirement benefit costs, which are developed from actuarial valuations. Actuarial assumptions attempt to anticipate future events and are used in calculating the expense and liability relating to these plans.
Pension, Postemployment and Postretirement Benefits We sponsor domestic and foreign defined benefit pension and postemployment plans as well as domestic postretirement plans. As a result, we have significant pension, postemployment and postretirement benefit costs, which are developed from actuarial valuations.
Summary As of December 31, 2024, our cash and cash equivalents totaled $419 million and our total debt was $2,994 million. Our borrowing capacity under our senior secured credit facility was $350 million at December 31, 2024.
Summary As of December 31, 2025, our cash and cash equivalents totaled $456 million and our total debt, excluding discount and deferred financing fees, was $2,798 million. Our borrowing capacity under our senior secured credit facility was $447 million at December 31, 2025.
Atleos determines Adjusted EBITDA based on GAAP Net income (loss) attributable to Atleos plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus acquisition-related costs; plus pension mark-to-market adjustments, pension settlements, pension curtailments and pension special termination benefits; plus separation-related costs; plus transformation and restructuring charges (which includes integration, severance and other exit and disposal costs); plus stock-based compensation expense; plus Voyix legal and environmental indemnification expense; plus other special (expense) income items.
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) (non-GAAP) and Adjusted EBITDA margin (non-GAAP) are calculated as GAAP Net income (loss) attributable to Atleos plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus acquisition-related costs; plus pension mark-to-market adjustments and other one-time pension-related costs; plus separation-related costs; plus transformation and restructuring charges, which include integration, severance, divestiture and other exit and disposal costs; plus stock-based compensation expense; plus Voyix legal and environmental indemnification expense; plus other amounts included in Other income (expense), net.
Atleos’ Adjusted gross margin rate (non-GAAP), Adjusted selling, general and administrative expenses as a percentage of revenue (non-GAAP) and Adjusted research and development expenses as a percentage of revenue (non-GAAP) are determined by excluding, as applicable: acquisition-related costs; pension settlements, pension curtailments and pension special termination benefits; separation-related costs; amortization of acquisition-related intangibles; stock-based compensation expense; transformation and restructuring charges (which includes integration, severance and other exit and disposal costs); and other special (expense) income items from Atleos’ GAAP gross margin, selling, general and administrative expenses, and research and development expenses, respectively.
Adjusted gross margin as a percentage of revenue (non-GAAP) and Adjusted selling, general and administrative expenses as a percentage of revenue (non-GAAP) are calculated utilizing GAAP gross margin and selling, general and administrative expenses, respectively, and excluding, as applicable, acquisition-related costs; one-time pension-related costs; separation-related costs; amortization of acquisition-related intangibles; stock-based compensation expense; transformation and restructuring charges (which includes integration, severance, divestiture and other exit and disposal costs); Voyix legal indemnification expense; and other non-recurring or unusual items.
The deferred tax assets and liabilities are determined based on the enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are anticipated to be settled or realized. 57 Table of Contents 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.
The Company’s international pension plans were in a net funded position of $162 million as of December 31, 2024, and contributions to these international plans of $3 million were made in 2024.
The Company’s international pension plans were in a net funded position of $211 million as of December 31, 2025.
These expenses have been allocated to Atleos based on a specific identification basis or, when specific identification is not practicable, a proportional cost allocation method primarily based on sales, directly identifiable actual costs, headcount, usage or other allocation methods that are considered to be a reasonable reflection of the utilization of services provided or benefit received by Atleos during the periods presented, depending on the nature of the services received. 58 Table of Contents RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS A discussion of recently issued accounting pronouncements is described 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, and we incorporate by reference such discussion in this MD&A.
These expenses have been allocated to Atleos based on a specific identification basis or, when specific identification is not practicable, a proportional cost allocation method primarily based on sales, directly identifiable actual costs, headcount, usage or other allocation methods that are considered to be a reasonable reflection of the utilization of services provided or benefit received by Atleos during the periods presented, depending on the nature of the services received.
Interest Expense and Related Party Interest Expense, Net Increase (Decrease) In millions 2024 2023 2022 2024 v 2023 2023 v 2022 Interest expense $ 309 $ 77 $ — 301 % n/m Related party interest expense, net $ — $ 13 $ 31 (100) % (58) % Interest expense was $309 million in 2024, compared to $77 million in 2023.
Interest Expense and Related Party Interest Expense, Net Increase (Decrease) In millions 2025 2024 2023 2025 v 2024 2024 v 2023 Interest expense $ 270 $ 309 $ 77 (13) % 301 % Related party interest expense, net $ — $ — $ 13 — % (100) % Interest expense for the year ended December 31, 2025 decreased $39 million compared to the year ended December 31, 2024.
For further information on the seasonality of our business, refer to Part I, Item 1 “Business - Seasonality” of this Form 10-K. 43 Table of Contents RESULTS OF OPERATIONS 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.
RESULTS OF OPERATIONS Key Strategic Financial Metrics The following two 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.
For 2025, we intend to use a discount rate of 5.5% in determining the U.S. pension expense. We intend to use an expected rate of return on assets assumption of 7.0% for the U.S. pension plan.
To determine 2026 ongoing pension expense for the U.S. plan, we intend to use a discount rate of 4.6% and an expected rate of return on plan assets of 7.5%. The most significant assumption used in developing our 2025 postemployment plan expense was the assumed rate of involuntary turnover of 5.0%.
These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP. Use of Certain Terms Recurring revenue: 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.
Use of Certain Terms Recurring revenue is 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.
Spin-off from NCR On September 15, 2022, NCR Corporation (now known as NCR Voyix Corporation or “Voyix,” and referred to as “NCR” prior to the Separation), announced its plan to separate its businesses into two distinct, publicly traded companies, whereby NCR would execute a Spin-off to NCR stockholders of its self-service banking, network, and telecommunications and technology businesses (the “Spin-off” or “Separation”).
Spin-off from NCR On October 16, 2023, NCR Corporation (now known as NCR Voyix Corporation or “Voyix,” and referred to as “NCR” when discussing periods prior to the Separation), completed a spin-off to NCR shareholders of its self-service banking, network, and telecommunications and technology businesses (the “Spin-off” or “Separation”).
Due to the nature of these special items, Atleos’ management uses these non-GAAP measures to evaluate year-over-year operating performance. Atleos believes these measures are useful for investors because they may provide a more complete understanding of Atleos’ underlying operational performance, as well as consistency and comparability with Atleos’ past reports of financial results.
We believe these measures are useful for investors because they provide a more complete understanding of our underlying operational performance, as well as consistency and comparability with past reports of financial results.
All charges and allocations for facilities, functions and services performed by NCR have been deemed settled in cash by Atleos to NCR in the period in which the cost was recorded in the Consolidated Statements of Operations. 41 Table of Contents Prior to the Separation, NCR’s external debt and related interest expense had not been attributed to the Company for the periods presented because NCR’s borrowings were neither directly attributable to the Company nor was the Company the legal obligor of such borrowings.
Prior to the Separation, NCR’s external debt and related interest expense had not been attributed to the Company for the periods presented because NCR’s borrowings were neither directly attributable to the Company nor was the Company the legal obligor of such borrowings.
We define Adjusted free cash flow-unrestricted as net cash provided by operating activities less capital expenditures for property, plant and equipment, less additions to capitalized software, plus/minus the change in restricted cash settlement activity, plus/minus net reductions or reinvestment in the trade receivables facility established in the fourth quarter of 2023 due to fluctuations in the outstanding balance of receivables sold, plus/minus financing payments/receipts of owned ATM capital expenditures, plus pension contributions and settlements, and plus legal and environmental indemnification payments made to Voyix.
We define Adjusted free cash flow-unrestricted as net cash provided by operating activities less capital expenditures, less additions to capitalized software, plus/minus the change in restricted cash settlement activity, plus proceeds from certain sale-leaseback transactions, plus pension contributions and settlements, and plus legal and environmental indemnification payments made to 49 Table of Contents Voyix.
This metric is used in the calculation of Network segment LTM ARPU. 45 Table of Contents Reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (Non-GAAP) In millions 2024 2023 2022 Net income (loss) attributable to Atleos (GAAP) $ 91 $ (134) $ 108 Interest expense, net (1) 309 90 31 Interest income (7) (5) — Income tax expense 47 239 50 Depreciation and amortization expense 176 151 159 Acquisition-related amortization of intangibles 95 98 100 Stock-based compensation expense 38 68 66 Separation costs 19 170 — Acquisition-related costs (5) — 8 Transformation and restructuring costs 22 28 63 Loss on debt extinguishment 20 — — Pension mark-to-market adjustments (38) 27 78 Voyix environmental indemnification expense 14 — — Russia operations — — 22 Adjusted EBITDA (Non-GAAP) $ 781 $ 732 $ 685 (1) Includes Related party interest expense, net, as presented in the Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 .
Reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (Non-GAAP) In millions 2025 % of Revenue 2024 % of Revenue 2023 % of Revenue Net income (loss) attributable to Atleos (GAAP) $ 162 3.7 % $ 80 1.9 % $ (150) (3.6) % Interest expense, net (1) 270 6.2 % 309 7.1 % 90 2.2 % Interest income (6) (0.1) % (7) (0.2) % (5) (0.1) % Income tax expense 27 0.6 % 44 1.0 % 237 5.7 % Depreciation and amortization expense 168 3.9 % 176 4.1 % 151 3.6 % Acquisition-related amortization of intangibles 95 2.2 % 95 2.2 % 98 2.3 % Stock-based compensation expense 34 0.8 % 38 0.9 % 68 1.6 % Separation costs 11 0.3 % 22 0.5 % 170 4.1 % Acquisition-related costs 2 — % (5) (0.1) % — — % Transformation and restructuring costs 10 0.2 % 22 0.5 % 28 0.7 % Loss on debt extinguishment — — % 24 0.6 % — — % Pension mark-to-market adjustments 2 — % (38) (0.9) % 27 0.6 % Voyix indemnification expense 51 1.2 % 14 0.3 % — — % Other (income) expense items (2) 4 0.1 % 11 0.3 % 24 0.5 % Adjusted EBITDA (Non-GAAP) $ 830 19.1 % $ 785 18.2 % $ 738 17.6 % (1) Includes Related party interest expense, net, as presented in the Consolidated Statements of Operations for the year ended December 31, 2023.
The following table and discussion outlines our material obligations as of December 31, 2024 on an undiscounted basis, with projected cash payments in the years shown: In millions Total Amounts 2025 2026-2027 2028-2029 2030 & Thereafter Debt obligations $ 2,994 $ 81 $ 174 $ 2,739 $ — Interest on debt obligations 1,016 240 464 312 — Lease obligations 180 41 58 34 47 Purchase obligations 917 892 6 6 13 Voyix environmental indemnification obligations 14 14 — — — Total obligations $ 5,121 $ 1,268 $ 702 $ 3,091 $ 60 For purposes of this table, we used interest rates as of December 31, 2024 to estimate the future interest on debt obligations outstanding as of December 31, 2024 and have assumed no voluntary prepayments of existing debt.
The following table and discussion outlines our material obligations as of December 31, 2025 on an undiscounted basis, with projected cash payments in the years shown: In millions Total Amounts 2026 2027-2028 2029-2030 2031 & Thereafter Debt obligations $ 2,792 $ 80 $ 1,042 $ 1,670 $ — Interest on debt obligations 824 215 406 203 — Lease obligations 232 56 87 55 34 Purchase obligations 913 818 59 23 13 Voyix indemnification obligations 48 48 — — — Total obligations $ 4,809 $ 1,217 $ 1,594 $ 1,951 $ 47 51 Table of Contents For purposes of this table, we used projected interest rates based on the reporting period to estimate the future interest on debt obligations outstanding as of December 31, 2025 and have assumed no voluntary prepayments of existing debt.
Atleos believes this metric may be useful to investors in evaluating the Company’s achievement of strategic goals related to the conversion of the self-service banking business to recurring revenue streams over time.
We believe this metric may be useful to investors in evaluating the Company’s achievement of strategic goals related to the conversion of the self-service banking business to recurring revenue streams over time. ARR does not 43 Table of Contents necessarily reflect the pattern of revenue recognition in accordance with GAAP and should not be considered a substitute for GAAP revenue.
Atleos believes this metric may be useful to investors in evaluating the Company’s achievement of strategic goals related to the improved monetization of our ATM fleet over a specified period, excluding the impact of seasonality.
We believe this metric may be useful to investors in evaluating our achievement of strategic goals related to the improved monetization of our ATM fleet over a specified period, excluding the impact of seasonality. LTM ARPU does not represent revenue generated solely by our Network Managed Units, as total Network segment revenue includes revenue generated from other sources.
The Company does not believe that the circumstances of these bank failures are indicators of broader issues within the banking system. However, if there is a severe or prolonged economic downturn, it could result in a variety of risks to our business, including driving banking customers to tighten budgets and curtail spending, which would negatively impact our sales and business.
If there is a severe or prolonged economic downturn, it could result in a variety of risks to our business, including driving banking customers to curtail spending, which would negatively impact our sales and business. We expect the factors discussed above may continue to negatively impact our business at least in the short-term.
The Revolving Credit Facility also contains a sub-facility to be used for letters of credit, and as of December 31, 2024, there were $25 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 $28 million letters of credit outstanding. 50 Table of Contents As of December 31, 2025, we had outstanding $1,350 million in aggregate principal balance of 9.500% senior secured notes due in 2029.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

17 edited+6 added−8 removed2 unchanged
Biggest changeConcentrations of Credit Risk We are potentially subject to concentrations of credit risk on accounts receivable and financial instruments, such as hedging instruments and cash and cash equivalents. Credit risk includes the risk of nonperformance by counterparties. The maximum potential loss may exceed the amount recognized on the balance sheet.
Biggest changeCredit risk includes the risk of nonperformance by counterparties and the maximum potential loss may exceed the amount recognized on our Consolidated Balance Sheets. Exposure to credit risk is managed through credit approvals, credit limits, the selection of major international financial institutions as counterparties to hedging transactions and monitoring procedures.
Although 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.
Although we use financial instruments to hedge certain foreign currency risks, we are not fully protected against foreign currency exchange rate fluctuations and our reported results of operations could be affected by changes in such 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 through the use of foreign exchange contracts. This is primarily done through the hedging of foreign currency denominated intercompany inventory purchases by the marketing units and the foreign currency denominated inputs to our manufacturing units.
To manage our exposures and mitigate the impact of currency fluctuations on the operations of our foreign subsidiaries, we hedge our main transactional exposures using foreign currency exchange contracts. This is primarily done by hedging foreign currency denominated intercompany inventory purchases by our marketing units and purchases of foreign currency denominated inputs to our manufacturing units.
We utilize interest rate swap contracts to add stability to interest cost and to manage exposure to interest rate movements as part of our interest rate risk management strategy. Payments and receipts related to interest rate swap contracts are included in cash flows 59 Table of Contents from operating activities in the Consolidated Statements of Cash Flows.
We utilize interest rate swap contracts to add stability to interest cost and to manage exposure to interest rate movements as part of our interest rate risk management strategy. Payments and receipts related to interest rate swap contracts are included in cash flows from operating activities in the Consolidated Statements of Cash Flows.
The increase in vault cash rental expense for the twelve months ended December 31, 2024 from a hypothetical 100 basis point increase in variable interest rates would be approximately $40 million, excluding the impact from outstanding interest rate swap agreements related to our vault cash.
The increase in vault cash rental expense for the twelve months ended December 31, 2025 from a hypothetical 100 basis point increase in variable interest rates would be approximately $39 million, excluding the impact from outstanding interest rate swap agreements related to our vault cash.
We have exposure to approximately 40 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.
We are exposed to foreign currency exchange risk with respect to our sales, profits, assets and liabilities denominated in currencies other than the U.S. Dollar.
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, 2024 . A 10% depreciation in the value of the U.S.
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 . • A 10% depreciation in the value of the U.S.
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 $7 million as of December 31, 2024 .
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 $8 million as of December 31, 2025 .
Approximately 45% of our borrowings were on a fixed rate basis as of December 31, 2024. The increase in pre-tax interest expense for the twelve months ended December 31, 2024 from a hypothetical 100 basis point increase in variable interest rates would be approximately $16 million, including the impact from outstanding interest rate swap agreements on our variable rate debt.
The increase in pre-tax interest expense for the twelve months ended December 31, 2025 from a hypothetical 100 basis point increase in variable interest rates would be approximately $17 million, including the impact from outstanding interest rate swap agreements on our variable rate debt for the period they were outstanding.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Foreign Exchange Risk Since a substantial portion of our operations and revenue occur outside the United States, and in currencies other than the U.S. Dollar, our results can be significantly impacted by changes in foreign currency exchange rates.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Foreign Exchange Risk As a substantial portion of our operations are located outside the United States, our results can be significantly impacted by changes in foreign currency exchange rates.
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. Interest Rate Risk We are subject to interest rate risk principally in relation to variable-rate debt.
We expect 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. Interest Rate Risk We are subject to interest rate risk principally in relation to variable-rate debt. Approximately 48% of our borrowings were on a fixed rate basis as of December 31, 2025.
Basis of Presentation and Significant Accounting Policies 69 Note 2. Business Combinations 83 Note 3. Goodwill and Purchased Intangible Assets 85 Note 4. Segment Information and Concentrations 86 Note 5. Debt Obligations 92 Note 6. Trade Receivable Facility 95 Note 7. Income Taxes 96 Note 8. Stock Compensation Plans 99 Note 9. Employee Benefit Plans 102 Note 10.
Basis of Presentation and Significant Accounting Policies 65 Note 2 . Goodwill and Purchased Intangible Assets 77 Note 3 . Segment Information and Concentrations 79 Note 4 . Debt Obligations 84 Note 5 . Trade Receivable Facility 87 Note 6 . Income Taxes 87 Note 7 . Stock Compensation Plans 92 Note 8 .
Refer to Note 14, “Derivatives and Hedging Instruments”, in Item 8 of Part II of this Report for further information on our interest rate derivative contracts in effect as of December 31, 2024.
Refer to Note 13, “Derivatives and Hedging Instruments”, in Item 8 of Part II of this Report for further information on our interest rate derivative contracts in effect as of December 31, 2025. Concentrations of Credit Risk We may be subject to concentrations of credit risk on accounts receivable, financial instruments, such as hedging instruments, and cash and cash equivalents.
Additionally, as our ATM vault cash rental expense is based on market rates of interest, it is sensitive to changes in applicable interest rates in the respective countries in which we operate. We pay a monthly fee on the average outstanding vault cash balances in our ATMs under floating rate formulas based on a spread above various interbank offered rates.
We pay a monthly fee on the average outstanding vault cash balances in our ATMs under floating rate formulas based on a spread above various interbank offered rates.
As of December 31, 2024, we did not have any significant concentration of credit risk related to financial instruments. 60 Table of Contents Index to Financial Statements and Supplemental Data Page Report of Independent Registered Public Accounting Firm [PCAOB ID 238 ] 62 Consolidated Statements of Operations 64 Consolidated Statements of Comprehensive Income (Loss) 65 Consolidated Balance Sheets 66 Consolidated Statements of Cash Flows 67 Consolidated Statements of Changes in Stockholders’ Equity 68 Notes to Consolidated Financial Statements 69 Note 1.
We believe that our reserves for potential losses are adequate. 56 Table of Contents Index to Financial Statements and Supplemental Data Page Report of Independent Registered Public Accounting Firm [PCAOB ID 238 ] 58 Consolidated Statements of Operations 60 Consolidated Statements of Comprehensive Income (Loss) 61 Consolidated Balance Sheets 62 Consolidated Statements of Cash Flows 63 Consolidated Statements of Changes in Stockholders’ Equity 64 Notes to Consolidated Financial Statements 65 Note 1.
We also use derivatives not designated as hedging instruments consisting primarily of forward contracts to hedge foreign currency denominated balance sheet exposures. For these derivatives we recognize gains and losses in the same period as the remeasurement losses and gains of the related foreign currency-denominated exposures.
We also use derivatives not designated as hedging instruments consisting primarily of forward contracts to hedge foreign currency denominated balance sheet exposures. A discussion of our accounting policies for derivative instruments and further disclosures are provided in Note 13, “Derivatives and Hedging Instruments”, in Item 8 of Part II of this Report.
If one or more of those customers were to default on its obligations under applicable contractual arrangements, we could be exposed to potentially significant losses. Moreover, a prolonged downturn in the global economy could have an adverse impact on the ability of our customers to pay their obligations on a timely basis.
Our business often involves large transactions with customers for which we do not require collateral, and if one or more of those customers were to default on its obligations under applicable contractual arrangements, we could be exposed to potentially significant losses.
Removed
If these contracts are designated as highly effective cash flow hedges, the gains or losses are deferred into Accumulated other comprehensive income (loss) ( “ AOCI ” ).
Added
For purposes of analyzing potential risk, we use sensitivity analysis to quantify potential impacts that market rate changes may have on the fair values of our hedge portfolio related to firmly committed or forecasted transactions involving the U.S. Dollar, which 55 Table of Contents represents our most significant exposure.
Removed
The gains or losses from derivative contracts that are designated as highly effective cash flow hedges related to inventory purchases are recorded in cost of products when the inventory is sold to an unrelated third party. Otherwise, the gains or losses from these contracts are recognized in earnings as exchange rates change.
Added
The sensitivity analysis represents a hypothetical change in value of the hedge positions and does not reflect the related gain or loss on the forecasted underlying transaction.
Removed
We utilize non-exchange traded financial instruments, such as foreign exchange forward and option contracts, that we purchase exclusively from highly rated financial institutions. We record these contracts on our balance sheet at fair market value based upon market price quotations from the financial institutions.
Added
We terminated the interest swap agreements associated with our Term Loan Facilities on February 18, 2025. As our ATM vault cash rental expense is based on market rates of interest, it is sensitive to changes in applicable interest rates in the countries in which we operate.
Removed
We do not enter into non-exchange traded contracts that require the use of fair value estimation techniques, but if we did, they could have a material impact on our financial results.
Added
As of December 31, 2025 and 2024, we did not have any major concentration of credit risk related to financial instruments.
Removed
ATM vault cash rental expense is reflected in Cost of Services in our Consolidated Statements of Operations.
Added
Employee Benefit Plans 95 Note 9 . Commitments and Contingencies 104 Note 1 0 . Leasing 107 Note 1 1 . Related Parties 108 Note 1 2 . Earnings Per Share 109 Note 1 3 . Derivatives and Hedging Instruments 110 Note 1 4 . Fair Value of Assets and Liabilities 113 Note 1 5 .
Removed
Exposure to credit risk is managed through credit approvals, credit limits, selecting major international financial institutions as counterparties to hedging transactions, and monitoring procedures. Our business often involves large transactions with customers for which we do not require collateral.
Added
Accumulated Other Comprehensive Income 114 Note 1 6 . Supplemental Financial Information 116 Note 1 7 . Revised Information for Prior Period Quarterly Financial Statements (Unaudited) 116 57 Table of Contents
Removed
We believe that the reserves for potential losses are adequate.
Removed
Commitments and Contingencies 112 Note 11. Leasing 115 Note 12. Related Parties 117 Note 13. Earnings Per Share 119 Note 14. Derivatives and Hedging Instruments 120 Note 15. Fair Value of Assets and Liabilities 123 Note 16. Accumulated Other Comprehensive Income 125 Note 17. Supplemental Financial Information 126 Note 18. Quarterly Information (Unaudited) 128 61 Table of Contents

Other NATL 10-K year-over-year comparisons