NCR Voyix Corp
For the period ended Mar 31, 2025. Filed May 8, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 8, 2025
VYX$9.75-1.1%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-07.
0000070866-24-000037
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0000070866-25-000043
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 19 previous paragraphs and 10 current paragraphs.
4 unchanged; 4 reworded; 2 added; 11 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
On May 6, 2025, the Board amended and restated the Repurchase Program (as amended, the “Amended and Restated Repurchase Program”) to (1) add an incremental $172 million of repurchase authority under the program, taking the total aggregate repurchase authority under the program to $200 million, and (2) to expand the repurchase authority to apply to repurchases of the Company’s Series A preferred stock, in addition to common stock.
Current report
(2) Represents amounts available for repurchases under the Repurchase Program as of March 31, 2025. On May 6, 2025, the Board amended and restated the existing Repurchase Program to increase the total aggregate authority for future repurchases under the program to $200 million.
Removed paragraphs (11)
Previous report
The sale of our Digital Banking business may not achieve some or all of the expected benefits and may adversely affect our business.
Previous report
We may not be able to achieve the full strategic, financial, operational, and other benefits that are expected to result from the Digital Banking Sale, including any expected optimization of operations, cost savings, and other business opportunities that may be facilitated by the Digital Banking Sale. In addition, such benefits may be delayed or less significant than anticipated. We cannot predict with certainty when the benefits expected from the Digital Banking Sale will occur or the extent to which they will be achieved, or when they will be achieved, if at all. A failure to realize these and other anticipated benefits of the Digital Banking Sale or effectively utilize the proceeds from the Digital Banking Sale could have an adverse impact our business, financial condition and results of operations. See also “Item 1A. Risk Factors—Our acquisitions, divestitures and other strategic transactions may not produce anticipated results, which could have a material adverse effect on our business, financial condition or results of operations” in our 2023 Annual Report on Form 10-K.
Previous report
The Company may be held liable to the Buyer of its Digital Banking Business if it fails to perform under its agreements with the Buyer, and the performance of such services may negatively affect the Company’s business and operations.
Previous report
In connection with the Digital Banking Sale, the Company and the Buyer entered into certain agreements, including a transition services agreement, providing for the performance of certain services by the Company for the benefit of the Buyer for a period of time after the Digital Banking Sale. If the Company does not satisfactorily perform its obligations under these agreements, it may be held liable for certain losses incurred by the Buyer. In addition, during the transition services period, the Company’s management and employees may be required to divert their attention away from its business in order to provide services to the Buyer, which could adversely impact the Company’s business.
Previous report
Further, as a result of these transition services, our counterparty will have access to certain of the Company’s information technology systems during the transition services period, as well as shared information technology infrastructure. Any disruption, degradation, destruction or manipulation of the Company’s information technology systems as a result of such access, whether accidental or intentional, may cause cybersecurity, data protection or privacy incidents or failures, which could in turn interrupt or adversely impact our operations.
Previous report
We may not realize the anticipated cost savings or other benefits related to the transition of our Hardware Business to an outsourced design and manufacturing (ODM) model on a timely basis or at all.
Previous report
On August 6, 2024, we announced our entry into a commercial agreement with Ennoconn Corp. (“Ennoconn”) to transition our point-of-sale and self-checkout hardware businesses to an outsourced design and manufacturing model (the “Hardware Business Transition”). While the Company and its counterparty are targeting January 1, 2025 to implement the Hardware Business Transition and the new hardware revenue model, this date is dependent upon various factors, including the migration of aspects of our international hardware business to Ennoconn that are not yet complete. As a result, there can be no guaranty that the Hardware Business Transition will be implemented successfully or within the anticipated timeline. The Company anticipates that, once the Hardware Business Transition is implemented, it will record revenue from point-of-sale and self-checkout hardware sales on a net basis, excluding the costs paid to Ennoconn. Prior to the implementation of the Hardware Business Transition, the substantial majority of the revenues from our hardware business are attributable to point-of-sale and self-checkout hardware. Under our new business model following the Hardware Business Transition, a substantial majority of the revenue related to the sale of hardware will no longer be recognized by the Company, and will instead be recognized by the hardware provider. This will result in a substantial decrease to our hardware-related revenues and could have an adverse impact on our business and results of operations.
Previous report
The Company also expects to reduce hardware-related costs in connection with the Hardware Business Transition. If the Company is unable to reduce costs in connection with the Hardware Business Transition or if the Hardware Business Transition has an adverse impact on the Company’s hardware sales or customer relationships, this could have a material adverse impact on our future operating results and financial condition.
Previous report
In addition, as a result of the Hardware Business Transition, our counterparty will design, manufacture, warrant, supply, and ship self-checkout and point-of sale hardware directly to the Company’s customers. Third parties may fail to deliver on their commitments or otherwise breach obligations to our customers, which may in turn damage our reputation and relationship with our customers. As such, a failure of third parties to adequately serve our customers may materially adversely impact our results of operations and financial condition.
Previous report
In October 2016, the Board approved a share repurchase program, with no expiration from the date of authorization, for the repurchase of the Company’s common stock to offset the dilutive effects of the Company’s employee stock purchase plan, equity awards and in-kind dividends on the Company’s Series A Convertible Preferred Stock (the “Dilution Offset Program”). In November 2024, the Board terminated the Dilution Offset Program.
Previous report
(2) Represents amounts available for repurchases under the Repurchase Program. The Company’s Dilution Offset Program was terminated in November 2024. Accordingly, historic accrued availability under the Dilution Offset Program of approximately $959 million prior to the program’s termination has been omitted from the table.
Reworded paragraphs (4)
Previous wording
In March 2017, the Board approved a share repurchase program, with no expiration from the date of authorization, that provided for the repurchase of up to $300 million of the Company’s common stock (the “Repurchase Program”). In July 2018, the Board authorized an incremental $200 million of share repurchases under the Repurchase Program. As of September 30, 2024, the Repurchase Program had an existing aggregate remaining repurchase authority of $153 million.
Current wording
In March 2017, the Board approved a share repurchase program, with no expiration from the date of authorization, that provided for the repurchase of up to $300 million of the Company’s common stock (the “Repurchase Program”). In July 2018, the Board authorized an incremental $200 million of share repurchases under the Repurchase Program. As of March 31, 2025, the Repurchase Program had an existing aggregate remaining repurchase authority of $35 million. During April 2025, the Company purchased an additional $7 million of common stock under the Repurchase Program.
Previous wording
The timing and amount of repurchases under the Repurchase Program will depend upon market conditions, and may be made from time to time in open market purchases, privately negotiated transactions, accelerated stock repurchase programs, issuer self-tender offers or otherwise. The repurchases will be made in compliance with applicable securities laws and may be discontinued at any time.
Current wording
We may utilize the Amended and Restated Repurchase Program from time to time to opportunistically repurchase common stock and Series A preferred stock based on varying factors. The timing and amount of repurchases under the Amended and Restated Repurchase Program will depend upon varying factors, including stock price, the Company’s performance, market conditions and other possible uses of cash. Repurchases under the Amended and Restated Repurchase Program may be made from time to time in open market purchases, privately negotiated transactions, accelerated stock repurchase programs, issuer self-tender offers or otherwise. The repurchases will be made in compliance with applicable securities laws and may be discontinued at any time.
Previous wording
(1)For the three months ended September 30, 2024, approximately 196,098 shares were surrendered to the Company to satisfy tax withholding obligations associated with the vesting of restricted stock units issued to employees under the 2017 Stock Incentive Plan. With respect to these surrendered shares, the price paid per share is based on the fair value at the time of surrender.
Current wording
(1)For the three months ended March 31, 2025, approximately 600,302 shares were surrendered to the Company to satisfy tax withholding obligations associated with the vesting of restricted stock units issued to employees under the 2017 Stock Incentive Plan. With respect to these surrendered shares, the price paid per share is based on the fair value at the time of surrender.
Previous wording
The Company’s ability to repurchase its common stock is subject to (i) certain restrictions under the terms of the Company’s senior secured credit facilities and the indentures governing its senior unsecured notes and (ii) the discretion of the Company’s Board of Directors.
Current wording
The Company’s ability to repurchase its common stock and preferred stock is restricted under the Company’s senior secured credit facilities and terms of the indentures governing the Company’s senior unsecured notes, which prohibit certain share repurchases, including during the occurrence of an event of default, and establish limits on the amount of common stock that the Company is permitted to use to repurchase shares and make other restricted payments. These restrictions are subject to carveouts when the Company’s satisfies specified leverage tests, as well as separate baskets for repurchases of common stock. Absent the utilization of a carveout or a separate basket, the general limitation on repurchasing common stock is calculated using formulas based generally on 50% of the Company’s consolidated net income for the period beginning in the first quarter of 2024 through the end of the most recently ended fiscal quarter, subject to certain other adjustments and deductions, with certain prescribed minimums and its use is subject to customary conditions, including the absence of an event of default. These formulas are described in greater detail in the Company’s senior secured credit facilities and the indentures governing the Company’s senior unsecured notes, each of which is filed with the SEC.