NCR Atleos Corp
For the period ended May 21, 2026. Filed Apr 3, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2026 · Filed Apr 3, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
NCR ATLEOS CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
A Letter from Our President and Chief Executive Officer
Dear fellow NCR Atleos stockholders,
On behalf of our Executive Leadership Team and our Board of Directors, thank you for your interest and support of NCR Atleos Corporation, or Atleos.
Atleos is a global leader in self-service banking with a clear growth strategy
Atleos’ second full year as an independent technology solutions provider of self-service financial access was marked by significant strategic and operational achievements. Our leading self-service banking platform, leveraging a global installed base of approximately 600,000 ATMs, including the world’s largest owned and operated network, is supported by our world-class services infrastructure. We are expanding relationships with financial institutions and retail customers who value our distinctive value proposition, advanced ATM technologies and digitally enhanced banking experiences.
2025 was a successful and transformational year
In 2025, Atleos delivered another year of strong execution and meaningful progress against our mission: to set the highest standard in self-service banking.
We extended our expansive global-serviced ATM estate and continued to set the benchmark for service excellence with industry-leading metrics. Our service leadership is clear as customers rewarded us with a 30% improvement in our Net Promoter Score and more of their business. This led to a 7% growth in self-service banking revenue, driven by 14% hardware growth in the segment and 33% ATM as a Service growth. Our network business returned to year-over-year growth in Q4 given strength in surcharge-free, deposit and ReadyCode transactions. We concluded the year with high performance and positive momentum, all made possible by our global team of dedicated employees who show their commitment every day. More importantly, this was reflected with a 14% improvement in our employee Net Promoter Score.
Culminating a year of milestone achievements, we are pleased to have fully completed the separation from legacy NCR Corporation.
Creating a leading financial technology infrastructure company: Agreement for Brink’s to Acquire NCR Atleos
In early 2026 we announced an exciting new chapter for our company, a definitive agreement to combine with Brink’s to create a leading fintech infrastructure enterprise. There is a natural fit between NCR Atleos and Brink’s—we have complementary core strengths and business expertise. Together, we form a unified cash and ATM services platform across both physical and digital channels, with a global presence and resources to drive innovation efforts and enhance customer service levels. Our combined service capabilities span a wider and more integrated set of offerings that can ultimately redefine cash management with more advanced and innovative ATM technology and services.
As financial access demands evolve, we see acceleration in the adoption of outsourced services, making this the right time for this combination. The proposed transaction will enrich both companies' value proposition and truly benefit all stakeholders.
2026 expected to be another year of financial success and strategic progress
Until the transaction closes, we remain an independent company and our priorities are unchanged. We have an unwavering focus to deliver for customers, strengthen operations and execute our company goals:
| ● | Service first: Our culture of service will result in industry-leading performance and availability, delivering best-in-class service and enhancing customer interactions. |
| ● | Automate for efficiency: Harnessing the power of automation and AI to work smarter and expand capabilities will result in more time for impactful, value-added work. |
| ● | Invest for growth: Resources will be allocated to innovative products and services to drive higher revenue growth in our self-service banking and network businesses. |
Thank you
We appreciate your investment in Atleos. We are exceptionally proud of what we accomplished in 2025 and are excited about 2026. Atleos has never been more relevant or more essential to the cash ecosystem. The proposed Brink’s acquisition is compelling, as it broadens solutions for customers and strengthens financial access for consumers.
We remain committed to creating value for our shareholders while supporting the customers and communities we serve.
Sincerely,
/s/ Timothy C. OliverTimothy C. OliverChief Executive OfficerApril 3, 2026
Notice of 2026 Annual Meeting
and Proxy Statement
Dear fellow NCR Atleos stockholders,
I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) for NCR Atleos Corporation, a Maryland corporation (“Atleos” or the “Company”), that will be held on Thursday, May 21, 2026 at 12:00 p.m. Eastern Time. This year’s Annual Meeting will be conducted as a virtual meeting of stockholders. You will be able to attend the Annual Meeting, vote your shares and submit questions during the Annual Meeting via a live webcast by visiting www.proxydocs.com/NATL. Prior to the Annual Meeting, you will be able to authorize a proxy to vote your shares on the matters submitted for stockholder approval at the Annual Meeting, and we encourage you to do so.
The accompanying notice of the Annual Meeting and proxy statement tell you more about the agenda and procedures for the Annual Meeting. The proxy statement also describes how the Board of Directors of the Company operates and provides information about, among other matters, our director candidates, director and executive officer compensation and certain corporate governance matters. I look forward to sharing more information with you about Atleos at the Annual Meeting.
As in prior years, we are offering our stockholders the option to receive our proxy materials via the Internet. We believe this option allows us to provide our stockholders with the information they need in an environmentally conscious form and at a reduced cost.
Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, I urge you to authorize a proxy to vote your shares as soon as possible. You may authorize a proxy to vote your shares on the Internet or by telephone, or, if you received the proxy materials by mail, you may also authorize a proxy to vote your shares by mail. Your vote will ensure your representation at the Annual Meeting regardless of whether you attend via webcast on May 21, 2026.
Sincerely,
/s/ Joseph E. Reece
Joseph E. Reece
Chairman of the Board
April 3, 2026
Notice of Annual Meeting of
Stockholders of NCR Atleos
Corporation
Time
12:00 p.m. Eastern Time
Date
Thursday, May 21, 2026
Place
Virtual Meeting via webcast at www.proxydocs.com/NATL.
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will be held in a virtual format only on the Internet. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.proxydocs.com/NATL. You will also be able to vote your shares electronically at the Annual Meeting. For more information about our virtual meeting process, please see the Questions Relating to this Proxy Statement – Information about our Virtual Annual Meeting section of this proxy statement.
Purpose
The holders of shares of common stock, par value $0.01 per share (the “common stock”), of NCR Atleos Corporation, a Maryland corporation, will, voting together as a single class, be asked to:
| 1. | Consider and vote upon the election of seven individuals to the Board of Directors as described in these proxy materials, each to serve until the next annual meeting of stockholders following his or her election and until his or her respective successor is duly elected and qualifies; |
| 2. | Consider and vote, on a non-binding and advisory basis, on the compensation of the named executive officers (“Say on Pay”), as more particularly described in these proxy materials; |
| 3. | Consider and vote upon the ratification of the appointment of PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| 4. | Transact such other business as may properly come before the Annual Meeting and any postponement or adjournment of the Annual Meeting. |
Other Important Information
| ● | Record holders of Atleos common stock at the close of business on March 6, 2026 may virtually attend and vote at the Annual Meeting. |
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| ● | Your shares cannot be voted unless you virtually attend the Annual Meeting via webcast or they are represented by proxy. Whether or not you plan to virtually attend the Annual Meeting, you are encouraged to read the proxy statement and authorize a proxy to vote your shares as soon as possible to ensure that your shares are represented and voted at the Annual Meeting. |
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Copies of these proxy materials are available at SEC Filings | NCR Atleos Corporation and www.proxydocs.com/NATL. You may also obtain these materials on the U.S. Securities and Exchange Commission (“SEC”) website at www.sec.gov or by contacting the Company’s Corporate Secretary at NCR Atleos Corporation, 864 Spring Street NW, Atlanta, Georgia 30308-1007.
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| | By order of the Board of Directors, |
| | /s/ Ricardo J. Nuñez |
| | Ricardo J. Nuñez |
| | Executive Vice President, General Counsel and Secretary |
April 3, 2026
Important Notice Regarding the Availability of Proxy Materials for the**
**Stockholder Meeting to Be Held on May 21, 2026
The proxy statement and Atleos’ 2025 Annual Report are available at www.proxydocs.com/NATL. Except to the extent specifically referenced herein, information contained or referenced on our website or social media is not incorporated by reference into and does not form a part of the proxy statement. The Company’s 2025 Annual Report is not proxy soliciting material.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.