NCR Voyix Corp

Previous wording

The risks and uncertainties described below are certain of the risks and uncertainties facing our business. These risks and uncertainties, together with other risks and uncertainties not currently known or not currently deemed material, could materially and adversely affect our business, financial condition, results of operations, could cause actual results to differ materially from our expectations and projections, and could cause the market value of our stock to decline. You should consider these risk factors when reading the rest of this Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this document. These risk factors may not include all of the important factors that could affect our business or our industry or that could cause our future financial results to differ materially from historic or expected results or cause the market price of our common stock to fluctuate or decline.

Current wording

The risks and uncertainties described below are associated with our business, operations and strategy, our prior Spin-Off of NCR Atleos and our capital structure. You should consider these risk factors, together with all other information in this Report, including our financial statements and related notes thereto. These risks and uncertainties, together with other risks and uncertainties of which we are not aware of or that we do not currently believe are material, could materially and adversely affect our business, financial condition, results of operations, cause actual results to differ materially from our historical results or our expectations and projections and cause the market value of our stock to fluctuate or decline.

Previous wording

The following is a summary of certain risks and uncertainties that could materially and adversely affect our business, financial condition, and results of operations. You should read this summary together with the more detailed description of each risk factor contained below.

Current wording

The following is a summary of certain risks and uncertainties that could materially and adversely affect our business, financial condition and results of operations, which should be read together with the more detailed descriptions of each risk factor contained below.

Previous wording

•If we do not successfully develop new solutions that achieve market acceptance and keep pace with technological developments, our business, results of operations and financial condition could be harmed.

Current wording

•If we do not successfully develop and enhance capabilities that differentiate the solutions and services we offer and keep pace with technological advancements, then our business, financial condition and operating results may be harmed.

Previous wording

•If we fail to maintain a consistently high level of customer service or if we fail to manage our reputation, our brand, business and financial results may be harmed.

Current wording

•If we fail to maintain consistent, high-quality customer service and support or if we fail to manage our reputation, our brand, business and financial results may be harmed.

Previous wording

•We may not realize the anticipated cost savings or other benefits related to the Hardware Business Transition on a timely basis or at all.

Current wording

•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 wording

•Our inability to protect our systems and data from cybersecurity threats or other technological risks could adversely affect our business operations or stock price and damage our brand and reputation.

Current wording

•Our inability to protect our systems, solutions and data from cybersecurity threats or other technological risks could adversely affect our business operations or stock price and damage our brand and reputation.

Previous wording

•We are subject to evolving global laws and regulations relating to data privacy, data protection and information security, which may require us to incur substantial compliance costs or harm our business operations.

Current wording

•We are subject to evolving global laws and regulations relating to data privacy, data protection, information security and artificial intelligence, which may require us to incur substantial compliance costs or cause harm to our business operations.

Previous wording

•Claims by others that we infringe upon, misappropriate or otherwise violate their intellectual property or other proprietary technology could have a material and adverse effect on our business, results of operations and financial condition.

Current wording

•Claims by others that we infringe, misappropriate or otherwise violate their intellectual property rights, even those without merit, could result in significant costs and adversely affect our business, financial condition and results of operations.

Previous wording

•If third-party suppliers upon which we rely to manufacture our products and to supply key components necessary for our products and services are not able to fulfill our needs, our ability to timely bring our products to market could be affected.

Current wording

•If the third-party suppliers upon which we rely to manufacture our offerings or provide us with key components and other technologies and services are unable to fulfill our needs at acceptable prices, our ability to bring our offerings to market successfully could be affected.

Previous wording

•We face uncertainties with regard to regulations, lawsuits and other related matters.

Current wording

•We face uncertainties regarding regulations, lawsuits and other related matters.

Previous wording

•Our payments-related business subjects us to additional regulatory requirements and other risks and uncertainties that could be costly and difficult to comply with or that could harm our business.

Current wording

•Our payments business subjects us to additional regulatory requirements and other risks and uncertainties that could be costly and difficult to comply with or that could harm our business.

Previous wording

•Changes to our tax rates and additional income tax liabilities could impact profitability.

Current wording

•Changes to our tax rates and additional income tax liabilities could impact our profitability.

Previous wording

•Our historical manufacturing activities subject us to environmental exposures.

Current wording

•Our historical manufacturing activities subject us to environmental exposures which could adversely affect our financial condition and cash flows.

Previous wording

•The terms of the documents governing our indebtedness include financial and other covenants that could restrict or limit our financial and business operations.

Current wording

•The terms of the documents governing our indebtedness include financial and other covenants that could restrict or limit our financial and business operations, and adversely affect our ability to incur additional debt to fund future needs.

Previous wording

•Our cash flows may not be sufficient to service our indebtedness, and if we are unable to satisfy our obligations under our indebtedness, we may be required to seek other financing alternatives, which may not be successful.

Current wording

•Our cash flows may not be sufficient to service our indebtedness, and if we are unable to satisfy our obligations under our indebtedness, we may be required to seek other financing alternatives, which may be unsuccessful.

Previous wording

•A lowering or withdrawal of the ratings assigned to us or our debt securities by rating agencies may increase our future capital costs and reduce our access to capital.

Current wording

•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.

Previous wording

•Our failure to maintain effective internal control over financial reporting or our failure to remediate our material weaknesses in our internal control over financial reporting, could have a material adverse effect on our results of operations, financial condition and cash flows.

Current wording

•If we fail to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, then such failure could have a material adverse effect on our results of operations, financial condition and cash flows.

Previous wording

•Our Series A Convertible Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of our common stockholders, which could adversely affect our liquidity and financial condition, and may result in the interests of the holders of our Series A Convertible Preferred Stock differing from those of our common stockholders.

Current wording

•Our Series A Convertible Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of our common stockholders, including with respect to dividends and liquidation, which could adversely affect our liquidity and financial condition, may result in the interests of the holders of our Series A Convertible Preferred Stock differing from those of our common stockholders, and reduces the relative voting power of holders of our common stock. In addition, the conversion of shares of Series A Convertible Preferred Stock into common stock and their subsequent sale would dilute the ownership interest of existing common stockholders and may adversely affect the market price of our common stock.

Previous wording

In addition, we continue to pursue growth with small- and medium-sized and mid-market customers by increasing our use of indirect sales channels, and by developing, marketing and selling solutions aimed for such businesses. It is not yet certain whether these initiatives will yield the anticipated benefits, or whether our solutions will be compelling and attractive to small- and medium-sized businesses.

Current wording

We expect to continue pursuing potential customers that are small- and medium-sized businesses by increasing our use of indirect sales channels and by developing, marketing and selling solutions aimed at such businesses. It is not certain whether these initiatives will yield the anticipated benefits or if our solutions will lead to a measurable increase in such small- and medium-sized customers.

Previous wording

If we do not successfully develop new solutions that achieve market acceptance and keep pace with technological developments, our business, results of operations and financial condition could be harmed. The retail and restaurant markets in which we compete are characterized by rapid technological advancement, increasingly sophisticated consumer needs and preferences, evolving security technology and industry standards, and frequent new product introductions and enhancements. Our success depends in part on our ability to develop new or sufficiently differentiated solutions and introduce enhancements to our product offerings on a timely and cost-effective basis. The development process for our solutions requires high levels of innovation from our product development teams as well as suppliers of the components embedded or incorporated in our solutions. To support our growth, we expect to continue to spend capital and may need to increase our capital expenditures to enhance our products and platform capabilities. In addition, certain of our solutions, including our cloud solutions, may require us to build, lease, expand, and maintain, infrastructure (such as hosting centers) to support them. The development process can be lengthy and costly, and requires us to commit a significant amount of resources to bring our business solutions to market. In addition, our success may be impacted by safety and security technology and industry standards. We may not be able to anticipate our customers’ needs and technological and industry trends accurately, or to complete development of new solutions efficiently. Further, once we have developed new solutions, if we cannot successfully market and sell those solutions, our business and operating results could be negatively impacted.

Current wording

If we do not successfully develop and enhance capabilities that differentiate the solutions and services we offer and keep pace with technological advancements, then our business, financial condition and operating results may be harmed. The retail and restaurant markets in which we compete are characterized by rapid technological advancements, including frequent new product introductions and enhancements, increasingly sophisticated consumer needs and preferences and evolving security technology and industry standards. Our success depends in part on our ability to develop innovative or sufficiently differentiated solutions and capabilities in a timely and cost-effective manner. We have made significant investments in the development and deployment of new and innovative functionalities within our solutions, and we expect to continue allocating capital to enhance our platform, SaaS solutions and service offerings, including, among other things, acquiring and using artificial intelligence tools to assist with product development and testing and building, leasing, expanding and maintaining our cloud infrastructure. The development process for new solutions and service offerings requires high levels of innovation and can be time consuming and costly.

Previous wording

If we fail to maintain a consistently high level of customer service or if we fail to manage our reputation, our brand, business and financial results may be harmed. We believe our focus on customer service and support is critical to attract and onboard new customers, retain our existing customers and grow our business. If we are unable to maintain a consistently high level of customer service, including through our use of third-party service providers or by leveraging evolving technology such as artificial intelligence, our business may be negatively impacted. In addition, in order to maintain adequate levels of service, we may need to hire additional support personnel, which could increase our costs. Our sales are highly dependent on our business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality customer support, could adversely affect our reputation and brand, our ability to benefit from referrals by existing customers, our ability to cross-sell our products and services to existing and prospective customers, and our business, financial condition, or results of operations. In addition, certain of our customer agreements include service level commitments or milestones. If we fail to meet these contractual commitments, or if we suffer extended periods of unavailability for our solutions, we could face contract terminations or, as a result of such failures, pay damages or issue credits to our customers. Moreover, our failure to meet our commitments could result in customer dissatisfaction, reputational harm, or the loss of customers, and adversely affect our business and results of operations.

Current wording

If we fail to maintain consistent, high-quality customer service and support or if we fail to meet our service obligations or manage our reputation, our brand, business and financial results may be harmed. We take pride in the customer service and support that we provide to customers, and we believe these capabilities are critical to attracting new customers, retaining our existing customers and growing our business. If we are unable to maintain the high level of customer service and support that customers expect from us, including through our use of third-party service providers or by leveraging advanced technologies such as artificial intelligence, our business may be negatively impacted. To maintain sufficient service levels, we also may need to hire additional support personnel, which could increase our costs. Our sales are highly dependent on our business reputation, which is often advanced by positive recommendations given by our existing customers. Any failure to, or market perception that we do not, maintain high-quality customer support may adversely affect our reputation and brand, our ability to benefit from the network effect of referrals, our ability to cross-sell and upsell our solutions and services to existing and prospective customers and our business, financial condition or results of operations.

Previous wording

We may not achieve some or all of the expected benefits of our cost reduction initiatives and our operating results could be adversely affected. As part of our growth strategy, we have undertaken and may undertake in the future cost reduction actions in order to reduce costs. We may not obtain the anticipated cost savings or operational improvements or realize the benefits that were anticipated in connection with these initiatives within the projected timing or at all. Further, such benefits may be realized later than expected, and the difficulties in implementing these measures may be greater than anticipated, which could cause us to incur additional costs or result in business disruptions. Additionally, as a result of restructuring initiatives, we may experience a loss of continuity, loss of accumulated knowledge, loss of key employees and/or other retention issues or inefficiencies during transitional periods. Cost reduction initiatives can require a significant amount of time and focus, which may divert attention from operating and growing our business. Moreover, projections of any cost savings or other benefits associated with our initiatives are based on a number of assumptions and subject to economic, competitive, and other uncertainties, some of which are beyond our control. If we are unable to execute these initiatives as planned, we may not realize all or any of the anticipated benefits, which could have an adverse effect on our business, financial condition, results of operations and cash flows.

Current wording

We may not achieve some or all of the expected benefits of our cost reduction initiatives and our operating results could be adversely affected. We have undertaken, and may continue undertaking, cost reduction actions in alignment with our long-term growth strategy. We may not achieve the anticipated cost savings or operational improvements from these efforts. Such benefits may be realized later than expected, and the challenges in implementing these measures may be greater than anticipated. We may incur additional unexpected costs or experience business disruptions or delays that hinder our ability to realize the expected benefits of these initiatives. Optimizing expenses could cause us to experience a loss of continuity, loss of accumulated knowledge, loss of key employees and/or undermine our ability to attract and retain top talent. Moreover, our projections and estimates of the cost savings or other benefits are based on a number of assumptions and are subject to economic, competitive and other uncertainties, some of which are beyond our control. If we do not realize the anticipated benefits and costs savings in accordance with our strategic objectives, then our business, financial condition, operating results and cash flows could be negatively impacted.

Previous wording

Our growth depends in part on the success of our strategic relationships with third parties and our ability to integrate with third-party applications and software. The success of our platform depends, in part, on our ability to integrate third-party applications, software, and other offerings into our platform and we anticipate that the growth of our business will continue to depend on these third-party relationships, including relationships with ordering service providers, payment processors, loyalty providers, and other partners. Integrating third-party content and technology requires significant time and resources, and third-party providers may choose to change the economics of or terminate their relationships with us, to compete directly against us, to enter into exclusive arrangements with our competitors, or to make material changes to their businesses, solutions, or services that could be detrimental to our business. Third-party developers may change the features of their applications and software or alter the terms governing the use of their offerings in a manner that is adverse to us. We may also be unable to maintain our relationships with certain third parties if we are unable to integrate their offerings into our platform. In addition, third parties may refuse to partner with us or limit or restrict our access to their offerings. We may not be able to adapt to the data transfer requirements of third-party offerings. If we fail to integrate new third-party offerings into our platform that our customers need to operate their businesses, or to provide the proper support or ease of third-party integrations our customers require, we may lose business or be unable to compete. If we lose access to solutions or services from a particular partner, or experience a significant reduction or disruption in the supply of services from a current partner, it could have an adverse effect on our business and operating results.

Current wording

Our growth depends in part on the success of our strategic relationships with third parties and our ability to integrate with third-party applications and software. We believe that the success of our platform depends, in part, on our ability to integrate data and third-party applications, software and other functionalities into the Voyix Commerce Platform, and we anticipate that the growth of our business will continue to depend on these third-party relationships, including with ordering service providers, payment processors, loyalty providers and other technology partners. Integrating third-party content, data and technology requires significant time and resources, and, in certain circumstances, third-party providers could alter the terms of their agreement or terminate their relationships with us, compete directly against us, partner with our competitors or make material changes to their businesses, solutions or services that could harm our business. We may also be adversely affected by features, changes or alterations to the governing terms of use for technologies developed by third parties, or we may fail to maintain our relationship with certain third parties which could hinder our ability to integrate with, or transfer data from, their offerings into our platform. Third parties also may refuse to partner with us or choose to limit or restrict our access to their offerings. If we cannot continue integrating existing, or fail to integrate new, third-party offerings and technologies into our platform and solutions, then we may lose existing customers to competitors or be unable to successfully compete for new business opportunities. In addition, if we lose access to certain solutions or capabilities from a particular partner or experience a significant reduction or disruption in the supply of such solutions or capabilities, then our business and operating results could be adversely impacted.

Previous wording

Our acquisitions, divestitures and other strategic transactions or future acquisitions may not produce anticipated results, which could have a material adverse effect on our business, financial condition or results of operations. We have made and expect to continue to make acquisitions, divestitures and other strategic transactions to strengthen our business and grow our Company. For example, in October 2023 we completed the Spin-Off of NCR Atleos and in September 2024, we completed the sale of our Digital Banking segment. We may not be able to achieve the expected strategic, financial, operational, and other benefits from the Spin-Off or Digital Banking Sale, or such benefits may be delayed. We cannot predict with certainty when the benefits expected from the Spin-Off or Digital Banking Sale will occur or the extent to which they will be achieved, or that the costs or dis-synergies of the transactions will not exceed the anticipated amounts. Further, the impact of the divestitures (or other acquisitions or dispositions) on our financial performance may be larger than projected.

Current wording

We may be unable to realize the anticipated benefits of past and future acquisitions, divestitures and other strategic transactions, which might have a materially negative impact on our business, financial condition or results of operations. We have made and expect to continue to make acquisitions, divestitures and other strategic transactions to strengthen our business and position us for long-term growth. For example, we completed the Spin-Off of NCR Atleos in October 2023, and we completed the Digital Banking Sale in September 2024. We may not be able to achieve the expected strategic, financial, operational and other benefits from these transactions, among others, or the associated benefits may be delayed. We cannot predict with certainty when the benefits expected from the Spin-Off or Digital Banking Sale will occur, the extent to which such benefits will be realized or whether they will be realized at all. Even if we do realize the benefits from these and other future transactions, the costs may outweigh the benefits or could result in dis-synergies with respect to our go-forward business operations.

Previous wording

Following the Spin-Off and Digital Banking Sale, we are a smaller company with a less diversified product portfolio and a narrower business focus. As a result, we may be more vulnerable to changing market conditions and the other risks impacting our operations, which could materially and adversely affect our business, financial condition and results of operations.

Current wording

We are a smaller company after the completion of the Spin-Off and Digital Banking sale, with a less diversified portfolio of offerings and narrower business focus. As a result, we may be more vulnerable to changing market conditions and other risks impacting our operations, which could materially and adversely affect our business, financial condition and results of operations. Our smaller size may also limit our ability to absorb unforeseen costs and expenses or to withstand prolonged periods of economic uncertainty, or invest in the research and development necessary to remain competitive with our offerings.

Previous wording

In addition, we may continue to expand our business through acquisitions of complementary products and technologies. Acquisition transactions present significant challenges and risks, especially in light of a highly competitive market and industry consolidation, which may affect our ability to complete such transactions. If we are unable to complete strategic acquisitions or if such opportunities do not arise, our growth opportunities could be adversely affected. If such transactions are completed, the anticipated growth and other strategic objectives may not be fully realized or may take longer to realize than expected, and a variety of factors (such as business disruption, integration, talent loss, misallocation of resources and transaction costs, among others) may adversely affect any anticipated benefits from such transactions.

Current wording

We may decide in the future to expand our business, portfolio of offerings and business focus through the acquisition of complementary solutions and technologies. If we are unable to complete strategic acquisitions or if such opportunities do not arise, our growth opportunities could be adversely affected. Even if we complete strategic acquisitions, we could fail to realize the anticipated growth and other objectives, or they might take longer to realize than expected. A variety of factors (such as business disruptions, integration issues, lost talent, misallocated resources and unanticipated transaction costs, among others) may adversely affect any anticipated benefits from such transactions.

Previous wording

The failure of acquisitions, divestitures and other strategic transactions to perform or deliver results as expected could have a material adverse effect on our business, financial condition or results of operations.

Current wording

The failure of any such acquisition, divestiture and other strategic transaction to perform or deliver results as expected could have a material adverse effect on our business, financial condition or operating results.

Previous wording

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. In August 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”). We and Ennoconn are working to implement the Hardware Business Transition. We have experienced delays, and may experience additional unanticipated delays, in migrating certain aspects of our hardware business to Ennoconn. We expect the Hardware Business Transition to be completed in 2025; however, the Hardware Business Transition may not be implemented successfully or within the anticipated timeline. We anticipate that, once the Hardware Business Transition is implemented, we will record revenue from point-of-sale and self-checkout hardware sales on a net basis, excluding the costs paid to Ennoconn. Until the implementation of the Hardware Business Transition, the substantial majority of the revenue from our hardware business is 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 us and will instead be recognized by our counterparty. This will result in a substantial decrease to our hardware-related revenue and could have an adverse impact on our business and results of operations.

Current wording

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. In August 2024, we announced our entry into a commercial agreement with Ennoconn Corporation (“Ennoconn”) to transition our point-of-sale and self-checkout hardware businesses to an outsourced design and manufacturing model, including the sale of certain assets relating to these businesses (the “Hardware Business Transition”). On January 8, 2026, we announced the commencement of the implementation phase of this ODM model. We have experienced delays, and may experience additional unanticipated delays, as certain aspects of our hardware business migrate to Ennoconn. We expect to complete the Hardware Business Transition in April 2026; however, it may not be implemented successfully or within the anticipated timeline. We anticipate that, once the Hardware Business Transition is implemented, we will recognize revenue on a net basis, excluding the costs paid to Ennoconn, as a hardware point-of-sale and self-checkout sales agent. Once the implementation of the Hardware Business Transition has been completed, a substantial majority of the revenue related to the sale of hardware will no longer be recognized by us and will instead be recognized by our counterparty, which will result in a substantial decrease to our hardware-related revenue. This could have an adverse impact on our business and results of operations.

Previous wording

We also expect to reduce hardware-related costs in connection with the Hardware Business Transition. If we are unable to reduce costs in connection with the Hardware Business Transition or if the Hardware Business Transition has an adverse impact on our hardware sales or customer relationships, this could have an adverse impact on our future operating results and financial condition.

Current wording

We also expect to reduce hardware-related costs in connection with the Hardware Business Transition. However, if we are unable to reduce costs in connection with the Hardware Business Transition or if the Hardware Business Transition has an adverse impact on our hardware sales or customer relationships, our future operating results and financial condition may be negatively impacted.

Previous wording

In addition, as a result of the Hardware Business Transition, a third party will design, manufacture, warrant, supply, and ship self-checkout and point-of sale hardware directly to our customers. If our counterparty fails to deliver on their commitments or otherwise breaches their obligations to our customers, our reputation and our relationship with our customers may be harmed which may adversely impact our results of operations and financial condition.

Current wording

In addition, as a result of the Hardware Business Transition, Ennoconn will design, manufacture, warrant, supply, and ship self-checkout and point-of sale hardware directly to our customers. If Ennoconn fails to deliver on their commitments or otherwise breaches its obligations to our customers, then our reputation and our customer relationships may be harmed which may adversely impact our results of operations and financial condition.

Previous wording

We may be held liable to NCR Atleos if we fail to perform under our agreements with NCR Atleos, and the performance of such services may negatively affect our business and operations. In connection with the Spin-Off, we and NCR Atleos entered into a separation and distribution agreement and various other agreements (including a transition services agreement, tax matters agreement, employee matters agreement, patent and technology cross-license agreement, trademark license and use agreement, master services agreement) that provide for the performance of certain services by each company for the benefit of the other for a period of time after the Spin-Off. If we do not satisfactorily perform our obligations under these agreements, we may be held liable for any resulting losses suffered by NCR Atleos, subject to certain limits. In addition, during the transition services periods under these agreements, our management and employees may be required to divert their attention away from our business in order to provide services to NCR Atleos, which could adversely affect our business.

Current wording

We may be held liable to NCR Atleos if we fail to perform under our agreements with NCR Atleos, and the performance of such services may negatively affect our business and operations. In connection with the Spin-Off, we and NCR Atleos entered into a separation and distribution agreement and various other agreements (including a transition services agreement, tax matters agreement, employee matters agreement, patent and technology cross-license agreement, trademark license and use agreement, master services agreement) that provide for the performance of certain services by each company for the benefit of the other for a period of time after the Spin-Off. While many of the performance obligations of the Company and NCR Atleos have been satisfied or have otherwise expired, if we do not satisfactorily perform our remaining obligations under these agreements, we may be held liable for any resulting losses suffered by NCR Atleos, subject to certain limits.

Previous wording

Potential indemnification obligations to NCR Atleos or a refusal of NCR Atleos to indemnify us pursuant to agreements executed in the Spin-Off could materially adversely affect us. Pursuant to the separation and distribution agreement and certain other agreements we entered into with NCR Atleos in connection with the Spin-Off, the Company and NCR Atleos agree to indemnify the other for certain liabilities. The indemnities from NCR Atleos for our benefit may not be sufficient to protect us against the full amount of such liabilities, and NCR Atleos may not be able to fully satisfy its indemnification obligations.

Current wording

Potential indemnification obligations to NCR Atleos or a refusal of NCR Atleos to indemnify us pursuant to agreements executed in the Spin-Off could materially adversely affect us. Pursuant to the separation and distribution agreement and certain other agreements we entered into with NCR Atleos in connection with the Spin-Off, the Company and NCR Atleos have agreed to indemnify the other for certain liabilities. The indemnities from NCR Atleos for our benefit may not be sufficient to protect us against the full amount of such liabilities, and NCR Atleos may not be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from NCR Atleos any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. In addition, our indemnity obligations to NCR Atleos may be significant. Each of these risks could negatively affect our business, financial condition or results of operations.

Previous wording

Our inability to protect our systems and data from cybersecurity threats or other technological risks could adversely affect our business operations or stock price and damage our brand and reputation. In the course of our business, we obtain, process and store large amounts of sensitive business and personal information, including information related to our customers, their end-users and their transactions. We also have access to certain transaction and personal data of our customers and their consumers through or in the course of servicing our products or third-party products. Additionally, we collect, use and store personal data of our employees and the personnel of our business partners in the ordinary course of business. We face risks, including to our reputation as a trusted brand, in the handling, securing, and protection of this information, and these risks will increase as our business continues to expand to include new products and technologies.

Current wording

Our inability to protect our systems, solutions and data from cybersecurity threats or other technological risks could adversely affect our business operations or stock price and damage our brand and reputation. As we operate our business, we obtain, process and, in some cases, store sensitive business and personal information, including, but not limited to, information related to our customers, their end-users and their transactions. We also have access to certain transactional and personal data of our customers and their consumers due to the proprietary or third-party products, solutions and service offerings we provide. Additionally, we collect, process and store certain personal data of our employees and independent contractors or third-party consultants in the ordinary course of business. We face a variety of risks, including to our reputation, relating to the handling, securing and protection of such information, and these risks will increase as our business grows.

Previous wording

While we have programs and measures in place designed to protect and safeguard our data and third party data we collect, store or process, and while we have implemented access controls designed to limit the risk of unauthorized use or disclosure by employees and contractors, the techniques used to obtain unauthorized access to data are complex and evolving as threat actors adopt new and emerging technologies (including artificial intelligence and machine learning). Cybersecurity threat actors are increasingly sophisticated and are increasingly targeting employees, contractors, service providers and third parties through evolving techniques, including through social engineering and/or misrepresentation (such as phishing attempts and similar techniques). An attack, disruption, intrusion, denial of service, theft or other breach, or an inadvertent act by an employee or contractor, could result in unauthorized access to, or disclosure of, our data or third-party data we collect, store or process, resulting in claims, costs and reputational harm that could negatively affect our operating results or stock price.

Current wording

While we have programs and measures in place that are designed to protect and safeguard our data and the third-party data we collect, store and process, and while we have implemented access controls designed to limit the risk of unauthorized use or disclosure by employees and contractors, the techniques used to prevent access or obtain unauthorized access to data are complex and evolving as threat actors adopt new and emerging technologies. For example, threat actors are increasingly using artificial intelligence and machine learning to develop and deploy techniques that enhance their likelihood of success at penetrating or bypassing security measures, compromising and disrupting systems and exploiting vulnerabilities. These threat actors are increasingly sophisticated, and they have increasingly targeted employees, contractors, service providers and third parties through evolving techniques, including through social engineering and/or misrepresentation (such as phishing attempts and similar techniques). An attack, disruption, intrusion, denial of service, theft, misuse or other breach, or an inadvertent act by an employee or contractor, could result in unauthorized access to, disclosure of, or prevent or access to, our data or third-party data we collect, store or process, resulting in claims, costs and reputational harm that could negatively affect our operating results or stock price.

Previous wording

Like most companies, we are regularly subject to attempts by third parties (which may include individuals or groups of hackers and sophisticated organizations, such as state-sponsored organizations, nation-states and individuals sponsored by them) to identify and exploit system vulnerabilities or to penetrate or bypass our security measures, in order to gain unauthorized access to our networks and systems. Successful attempts by one of these malicious actors could lead to the compromise of personal information or the confidential data of us or our customers. Attempts of this nature typically involve technology-related viruses, worms, and other malicious software programs that attack networks, systems, products and services, exploit potential security vulnerabilities, create system disruptions and cause shutdowns or denials of service. Our products and services may also be accessed or modified improperly as a result of customer, partner, employee, contractor or supplier error or malfeasance.

Current wording

Like most companies, we are regularly subject to attempts by third parties (which may include individuals or groups of hackers and sophisticated organizations, such as state-sponsored organizations, nation-states and individuals sponsored by them) to identify and exploit system vulnerabilities or to penetrate or bypass our security measures to gain unauthorized access to our networks and systems. We anticipate that we will continue to be increasingly subject to such attempts given the nature of our business and as cyberattacks become more sophisticated and difficult to predict and protect against. Successful attempts by one of these malicious actors could lead to the compromise of personal information or the confidential data of us or our customers. Attempts of this nature typically involve technology-related viruses, worms and other malicious software programs that attack networks, systems, products and services, exploit potential security vulnerabilities, create system disruptions and cause shutdowns or denials of service. Our products and services may also be accessed or modified improperly as a result of customer, partner, employee, contractor or supplier error or malfeasance.

Previous wording

We have administrative, technical, organizational, and physical security measures in place to defend against intrusion and attack and to protect our information. Most cyberattacks are detected, prevented or mitigated by our 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, encryption and multi-factor authentication. However, we have experienced security incidents in the past, and we may face additional security incidents in the future.

Current wording

We have administrative, technical, organizational and physical security measures in place to defend against intrusions and attacks and to protect our information. However, we have experienced security incidents in the past, and we may face additional security incidents in the future.

Previous wording

In April 2023, we determined that a single data center outage impacting certain of our customers was caused by a cyber ransomware incident. Upon such determination, we immediately started contacting customers, enacted our cybersecurity protocol and engaged outside experts to contain the incident and begin the recovery process. Following an extensive investigation which included Company experts, external forensic cybersecurity experts and federal law enforcement, among others, we concluded that the incident impacted operations for some customers only with respect to specific Aloha cloud-based services and Counterpoint. Functionality was fully restored to all impacted customers, and we built a new cloud environment to host the affected applications.

Current wording

In April 2023, we determined that a single data center outage impacting certain of our customers was caused by a cyber ransomware incident. Following an extensive investigation which included Company experts, external forensic cybersecurity experts and federal law enforcement, among others, we concluded that the incident impacted operations for some customers only with respect to specific Aloha cloud-based services and Counterpoint. Functionality was fully restored to all impacted customers, and we built a new cloud environment to host the affected applications. We have incurred certain expenses related to this cyber ransomware incident and may incur additional costs in the future, including payment of damages or other costs to customers or others.

Previous wording

Because the techniques used to obtain unauthorized access to, or sabotage technology systems, change frequently, grow more complex over time, and generally are not recognized until launched against a target, we may be unable to anticipate or implement adequate measures to prevent such techniques. In addition, it is not uncommon for security breaches to remain undetected for extended periods of time. There can be no assurance that we or our partners and advisors will be able to prevent or remediate all future incidents or that the cost associated with responding to any such incident will not be significant.

Current wording

Because the techniques used to obtain unauthorized access to, or sabotage technology systems, change frequently, grow more complex over time and generally are not recognized until a cyberattack is launched against a target, we may be unable to anticipate or implement the measures needed to prevent such techniques. In addition, a cyberattack, vulnerability exploitation or other security incident could remain undetected and persist in our environments or those of our customers, partners and other third parties for an extended period of time. Future security incidents may not be prevented or remediated, and the cost associated with responding to any such incident may be significant.

Previous wording

If any security breach or significant denial-of-service attack or other cyberattack involving our systems or the systems of third parties that store or process our data occurs or is believed to have occurred, our reputation and brand could be damaged and we could be required to expend significant capital and other resources to address problems caused by any such actual or perceived event and to remediate our systems. In addition, we could be exposed to business losses, litigation, regulatory action or other liabilities and our ability to operate our business may be impaired. While we maintain cybersecurity insurance, there can be no assurance that our insurance will cover losses we incur in connection with any cybersecurity incident.

Current wording

If any security or data breach or significant denial-of-service attack or other cyberattack involving our systems, our customers’ data or the systems of third parties that store or process our data or that of our customers occurs or is believed to have occurred, our reputation and brand could be significantly damaged, and we could be required to expend significant capital and other resources to address problems caused by any such actual or perceived event and to remediate our systems. In addition, we could be exposed to business losses, litigation, regulatory action or other liabilities and our ability to operate our business may be impaired. While we maintain cybersecurity insurance, there can be no assurance that our insurance will cover any or all of losses we incur in connection with any cybersecurity incident.

Previous wording

We are subject to evolving global laws and regulations relating to data privacy, data protection and information security, which may require us to incur substantial compliance costs or harm our business operations. In addition to the risks described above relating to cybersecurity threats or other technology risks, our data processing activities subject us to numerous data privacy and security laws and regulations of many jurisdictions. In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws, and other similar laws. For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, “CCPA”) applies to personal information of consumers, business representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and honor requests of such individuals to exercise certain privacy rights. The CCPA provides for administrative fines of up to $7,500 per violation and allows private litigants affected by certain data breaches to recover significant statutory damages. Numerous other states, such as Virginia and Colorado, have also passed comprehensive privacy laws, and similar laws are being considered in several other states, as well as at the federal and local levels.

Current wording

We are subject to evolving global laws and regulations relating to data privacy, data protection, information security and artificial intelligence, which may require us to incur substantial compliance costs or cause harm to our business operations. In addition to the risks described above relating to cybersecurity threats or other technology risks, our data processing activities subject us to numerous data privacy and security laws and regulations in many jurisdictions. Federal, state and local governments in the United States have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws and other similar laws. For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, “CCPA”), applies to the personal information of consumers, business representatives and employees who are California residents and requires businesses to provide specific disclosures in privacy notices and to honor requests made by individuals to exercise certain privacy-related rights. The CCPA provides for administrative fines of up to $7,500 per violation and permits private litigants affected by certain data breaches to recover significant statutory damages. A number of other states, such as Virginia and Colorado, also have passed comprehensive privacy laws, and similar laws are being considered in other states and municipalities and by the federal government.