Every material Form 8-K NCR Atleos has filed with the SEC since November 12, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
NCR Atleos reported third quarter 2026 revenue of $1.10 billion, down 2% from a year earlier, while net income attributable to Atleos rose to $97 million from $26 million. The company will not hold an earnings call or provide a financial outlook because of its pending transaction with The Brink's Company, which it expects to close in early January 2027.
Q3 revenue was $1.10 billion, down $22 million or 2% year over year; 71% came from recurring revenue streams
Q3 diluted EPS was $1.27 versus $0.34 a year earlier; adjusted diluted EPS was $1.35, up 24%
Q3 Adjusted EBITDA was $241 million, up 10% year over year
No earnings call or financial outlook is being provided due to the pending Brink's transaction, expected to close in early January 2027
NCR Atleos reported second quarter 2026 results on August 5, 2026. Revenue was $1.10 billion, flat year over year, while net income attributable to Atleos rose 67% to $65 million and diluted EPS rose to $0.86 from $0.52. The company will not host an earnings call or provide a financial outlook because of its pending transaction with The Brink's Company, which it now expects to close early in the first quarter of 2027.
Q2 2026 consolidated revenue of $1,103 million vs. $1,102 million a year earlier
Q2 net income attributable to Atleos of $65 million vs. $39 million; diluted EPS $0.86 vs. $0.52
Q2 Adjusted EBITDA of $254 million, up 25% year over year; Network Adjusted EBITDA up 23%
No earnings call or financial outlook due to the pending Brink's transaction, which is expected to close early in Q1 2027
NCR Atleos reported first quarter 2026 results on May 6, 2026, with revenue up 7% to $1.04 billion and net income attributable to Atleos up 57% to $22 million. Adjusted EBITDA was flat at $172 million, and gross margin fell to 22.4% from 23.7%, which the company attributed mainly to higher tariffs. Because of the pending transaction with The Brink's Company, the company is not holding an earnings call or providing a financial outlook, and it still targets closing that deal by the end of the first quarter of 2027.
Total revenue was $1.04 billion, up 7% year over year, with 72% from recurring revenue streams
Diluted earnings per share were $0.29 versus $0.19 a year earlier; adjusted diluted EPS was $0.65, up 2%
Adjusted EBITDA was $172 million, flat year over year; net cash used in operating activities was $9 million
No earnings call or financial outlook, due to the pending Brink's transaction
NCR Atleos said holders of a majority in principal amount of its 9.500% Senior Secured Notes due 2029 consented to amendments in its consent solicitation, which expired March 11, 2026. The amendments, which would state that the planned merger with The Brink's Company is not a Change of Control, take effect only immediately before the merger's First Effective Time and end if the merger is not completed or the consent fee is not paid.
Consent solicitation expired at 5:00 p.m. New York City time on March 11, 2026, and the company obtained the required consents.
Supplemental Indenture with Citibank, N.A., as trustee, was executed March 11, 2026, and is binding on all noteholders.
Amendments would clarify that the Brink's merger, under a merger agreement dated February 26, 2026, is not a Change of Control under the indenture.
Amendments cease to be operative if the merger is not consummated or the consent fee is not paid to the paying agent.
NCR Atleos entered into a merger agreement under which Brink's will acquire it in a cash and stock transaction valued at about $6.6 billion, including the assumption of about $2.6 billion of NCR Atleos debt. NCR Atleos shareholders would receive $30.00 in cash and 0.1574 Brink's shares per share, an implied $50.40 per share based on Brink's February 25, 2026 closing price, and the deal is expected to close in the first quarter of 2027 subject to approvals, including shareholder votes at both companies.
Consideration per NCR Atleos share: $30.00 in cash plus 0.1574 Brink's common shares, an implied $50.40 based on Brink's $129.58 close on February 25, 2026
Implied price represents a premium of about 24% over NCR Atleos' February 25, 2026 closing price and 26% over its 30-day volume weighted average price
After closing, Brink's shareholders would own about 78% and NCR Atleos shareholders about 22% of the combined company
Closing is expected in the first quarter of 2027, subject to stockholder and shareholder approvals, regulatory approvals and other conditions
NCR Atleos reported fourth quarter and full year 2025 results alongside an agreement to be acquired by The Brink's Company in a cash and stock transaction. Results improved, with 2025 revenue up 1% to $4.35 billion and net income attributable to Atleos up 103% to $162 million, but the company will not issue 2026 guidance and has suspended its share repurchase program.
Definitive agreement to be acquired by The Brink's Company in a cash and stock transaction, announced February 26, 2026.
2025 revenue of $4.35 billion, up 1%; diluted EPS of $2.14, up 98%; adjusted diluted EPS of $4.13, up 24%.
Operating cash flow of $356 million for 2025, up 35%; 1.2 million shares repurchased for $44 million through February 2026.
No 2026 financial guidance will be issued, the share repurchase program is suspended, and the February 27, 2026 earnings call was cancelled.
NCR Atleos's Compensation and Human Resource Committee approved new standalone restrictive covenant agreements for four senior executives, including the CEO and CFO, extending their post-employment non-competition obligation to 24 months. The committee also approved accelerating the vesting of one-third of outstanding 2024 and 2025 restricted stock units held by these officers by about two months, to December 19, 2025.
Restrictive covenant agreements approved December 17, 2025 for CEO Timothy C. Oliver, CFO Andrew Wamser, COO Stuart Mackinnon and General Counsel Ricardo J. Nuñez
One-third of 2024 and 2025 RSUs held by officers vest December 19, 2025, versus February 16 and February 20, 2026 originally; one-year post-vesting holding period unchanged
NCR Atleos reported third quarter 2025 results, with total revenue up 4% to $1.12 billion and net income attributable to Atleos up 24% to $26 million. The company reaffirmed its full-year 2025 guidance ranges, and it is revising previously issued financial statements for immaterial misstatements that overstated pre-tax income in fiscal years 2023 and 2024 and the first two quarters of 2025.
Total revenue $1.12 billion, up 4% year over year; recurring revenue was 70% of total revenue
Net income attributable to Atleos $26 million, up 24%; GAAP diluted EPS $0.34, up 21%; adjusted diluted EPS $1.09, up 22%
Net cash provided by operating activities $27 million in the quarter, compared with $107 million in the prior year period
Full-year 2025 guidance ranges reaffirmed; conference call scheduled for November 6, 2025 at 8:30 a.m. Eastern Time
NCR Atleos' Compensation and Human Resource Committee approved an amendment to CEO Timothy C. Oliver's employment agreement that keeps his 300% Separation Multiplier under the Change in Control Severance Plan. Without the amendment, the multiplier would have been reduced to 200% on October 16, 2025, the amendment's effective date. The filing says the change preserves the current level of retention value for Oliver and does not change other terms of his agreement.
Amendment approved September 23, 2025; effective October 16, 2025
Keeps CEO Timothy C. Oliver's Separation Multiplier at 300% instead of reducing it to 200%
Other terms of the employment agreement are unchanged; amendment filed as Exhibit 10.1
NCR Atleos reported second quarter 2025 revenue of $1.10 billion, up 2% year over year, and GAAP diluted earnings per share of $0.60, up from $0.41. The company reaffirmed its full year 2025 guidance and authorized a $200 million share repurchase program with a two-year duration. The filing also discloses immaterial revisions to previously issued financial statements.
Q2 2025 revenue of $1.10 billion, up 2% year over year, with $773 million from recurring revenue
GAAP diluted EPS of $0.60 vs. $0.41 a year earlier; non-GAAP diluted EPS of $0.93 vs. $0.85
Full year 2025 guidance reaffirmed; $200 million share repurchase authorized with a two-year duration
Prior financials revised for immaterial misstatements, including about $15 million overstatement of 2023 pre-tax income
NCR Atleos reported first quarter 2025 results, with revenue down 7% year over year to $980 million from $1.05 billion. Profit measures improved: GAAP net income was $17 million compared with a net loss of $8 million a year earlier, and non-GAAP diluted EPS rose 56% to $0.64. The company reaffirmed its full year 2025 guidance ranges, so shareholders get a mixed picture of weaker sales alongside higher profit.
Revenue was $980 million, down from $1.05 billion in the prior-year quarter, with recurring revenue at 76% of the total
GAAP diluted EPS was $0.23 versus $(0.11) a year earlier; non-GAAP diluted EPS was $0.64 versus $0.41
Adjusted EBITDA grew 9% to $175 million, and the company reaffirmed its full year 2025 guidance ranges
Conference call to discuss the results is scheduled for May 8, 2025 at 8:30 a.m. Eastern Time
NCR Atleos appointed Traci Hornfeck as Senior Vice President and Chief Accounting Officer, effective March 31, 2025, succeeding Andrew Duvall in that role. The filing discloses her compensation, including a $400,000 base salary, a $750,000 equity award and a 50% target cash bonus, and it does not report any financial results for the period.
Hornfeck previously served as Chief Accounting Officer of Rollins, Inc. from October 2021 to March 2025, and before that as United States Controller of Equifax Inc. from 2018.
Offer letter provides a $400,000 annual base salary, a 50% target annual cash bonus and a $750,000 time-based restricted stock unit award with three-year cliff vesting.
Andrew Duvall, who was notified on March 12, 2025, will remain with the company as Global Corporate Controller.
The company issued a press release on March 18, 2025 announcing the appointment.
NCR Atleos reported fourth quarter 2024 revenue of $1.11 billion, up 1%, and GAAP net income attributable to Atleos of $46 million, compared with a loss of $165 million a year earlier. For full year 2024, revenue was $4.3 billion, up 3%, and GAAP diluted EPS was $1.23, compared with a loss of $1.90 in 2023. The company also issued 2025 guidance calling for constant-currency total revenue growth of 1% to 3%, Adjusted EBITDA growth of 7% to 10%, and non-GAAP diluted EPS growth of 21% to 27%.
Q4 2024 revenue $1.11 billion, up 1%; Q4 GAAP diluted EPS $0.61 versus a loss of $2.34 a year earlier
Full year 2024 operating cash flow $344 million; adjusted free cash flow-unrestricted $242 million
2025 guidance: total revenue growth 1% to 3% constant currency, with an estimated FX impact of -2%; adjusted free cash flow-unrestricted of $260 million to $300 million
Conference call scheduled for March 4, 2025 at 8:30 a.m. Eastern Time
On February 20, 2025, NCR Atleos's Compensation & Human Resource Committee adopted standard award agreements for granting performance-based and time-based restricted stock units to the executive leadership team under its 2023 Stock Incentive Plan. The filing describes these as compensation arrangements rather than a leadership change, and it does not disclose any grant amounts.
Performance-based RSUs vest based on total stockholder return relative to a peer group over a three-year performance period.
Time-based RSUs vest annually in 33.33% increments, subject to continued employment or service.
Both agreements allow vesting to accelerate in certain circumstances after a change in control or a qualifying termination.
Forms are filed as Exhibits 10.1 and 10.2 to the 8-K.
NCR Atleos appointed Andrew Wamser, formerly CFO of BlueLinx, as Executive Vice President and Chief Financial Officer effective January 27, 2025, replacing Paul Campbell, who will remain an employee until April 1, 2025. The filing describes Wamser's pay package and Campbell's severance treatment, and the company said it expects to meet financial targets for its first full fiscal year.
Andrew Wamser's offer letter sets a $550,000 annual base salary and a 100% target cash bonus.
Wamser receives a $2,000,000 equity award in time-based restricted stock units with a three-year cliff vesting schedule, plus a 2025 long-term incentive target of $1,500,000.
Paul Campbell remains an employee until April 1, 2025, and his departure is treated as a termination without cause for severance purposes.
The company will file the Campbell separation agreement as an exhibit to its 10-K for the fiscal year ending December 31, 2024.
NCR Atleos reported third quarter 2024 results on November 12, 2024. Revenue was $1.08 billion, up from $1.07 billion a year earlier, and GAAP net income attributable to Atleos was $24 million, compared with a net loss of $58 million a year earlier. The company reaffirmed its full-year 2024 guidance and said non-GAAP EPS guidance moved to the high end of its range, which matters to shareholders because it signals results ahead of the company's prior expectations.
Q3 revenue $1.08 billion vs. $1.07 billion a year earlier; Adjusted EBITDA $207 million vs. $210 million
GAAP diluted EPS $0.32 vs. loss of $0.82 a year earlier; non-GAAP diluted EPS $0.89
Full-year 2024 non-GAAP diluted EPS guidance of approximately $3.12, versus previous range of $2.90 to $3.20
October 17, 2024 debt refinancing reduced spread to SOFR by about 100 basis points on roughly $1.7 billion of variable rate debt
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