NCR Atleos Corp

This summary highlights information contained elsewhere in this proxy statement. It does not contain all the information you should consider. We urge you to read the entire proxy statement carefully before voting.

Proxy Statement

This proxy statement is furnished to stockholders of the Company, in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”) for exercise at the annual meeting of Atleos’ stockholders to be held on May 21, 2025 (the “2025 Annual Meeting”) and any postponements or adjournments thereof. We are mailing the Notice Regarding the Availability of Proxy Materials (the “Notice”) to stockholders on or about April 4, 2025.

The Notice directs stockholders to a website where they can access our proxy materials, including this proxy statement, the Notice of Annual Meeting of Stockholders, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). If you would prefer to receive a printed set of our proxy materials mailed to you, please follow the instructions set forth in this proxy statement.

2025 Annual Meeting of Stockholders

Proposals and Voting Recommendations

The holders of shares of common stock are being asked to consider and vote upon the following three proposals:

How to Vote

Company Overview

Atleos is an industry-leading financial technology company providing self-directed banking solutions to a global customer base including financial institutions, merchants, manufacturers, retailers and consumers. Self-directed banking is a rapidly growing, secular trend that allows banking customers to transact seamlessly between various channels all for the same transaction. Our comprehensive solutions enable the acceleration of self-directed banking through ATM and interactive teller machine (“ITM”) technology, including software, services, hardware and our proprietary Allpoint network. While we provide all our solutions on a modular basis, we have also assembled these capabilities into a turnkey, end-to-end platform which we have branded “ATM as a Service” (“ATMaaS”).

We manage our operations in the following segments: Self-Service Banking, Network, and Telecommunications & Technology (“T&T”).

include back office, cash management, software management and ATM deployment, among others.

Corporate Governance Highlights

Board Composition Highlights

Our Board holds a wide range of backgrounds, viewpoints and skills that enables its effectiveness and proactiveness, and our Board is committed to actively seeking different thoughts and perspectives. The Board, with input from the Nominating and Governance Committee, is responsible for periodically determining the appropriate skills, perspectives, experiences, and characteristics required of Board candidates, taking into account the Company’s needs, strategy, and current make-up of the Board. Additionally, our Board continues to uphold and focus on the independence of Board members and has adopted the definition of independence described in the director independence requirements for companies listed on the New York Stock Exchange (“NYSE”).

Board Composition at a Glance

For purposes of the above table:

The average age of our current board of directors is 61.4. We are also proud to have two female directors serving on our Board. Notably, two-thirds of the Board’s committees are chaired by women. We also have one ethnically diverse board member.

Executive Compensation Highlights

Executive Compensation Philosophy and Design

We are committed to clear, transparent executive compensation programs that drive company performance and encourage the interests of our executives to be aligned with those of stockholders.

Further details about executive compensation decisions are described in the Executive Compensation - Compensation Discussion & Analysis beginning on page 37.

Risk Management Highlights

Oversight

Atleos is committed to a strong oversight mechanism of material risks. The Board has oversight of executive management’s responsibilities to design, implement and maintain an effective enterprise risk management (“ERM”) framework for our overall operational, information security, strategic, reputational, technology, sustainability, and other risks, including matters relating to the environment, health and safety, business continuity planning (“BCP”), third-party risk management (“TPRM”), and the security of our personnel and physical assets. Atleos’ management is responsible for developing and managing formal programs designed to identify, assess and respond to material and emerging risks and opportunities that may impact the achievement of Atleos’ strategic objectives. In particular, the Audit Committee assists the Board in its oversight of risk management.

Our Chief Risk Officer has primary oversight for the Company’s ERM programs, including BCP and TPRM, details of which are reported to the Audit Committee. Atleos’ ERM programs support the Company’s strategic objectives and corporate governance responsibilities. The ERM programs include the following primary objectives:

In addition to the Chief Risk Officer, our Chief Compliance Officer has a direct channel to the Board. Our Chief Compliance Officer is responsible for oversight of compliance with local regulatory and business-specific requirements including those related to anti-money laundering and anti-bribery/anti-corruption laws globally. Further, our Chief Compliance Officer oversees investigations pertaining to fraud, conflicts of interest, violations of laws, and other similar matters, and reports on those activities to one or more Committees of the Board. All of these channels to the Board are designed to prevent risks and initiatives from being siloed into one channel and provide a clear and accurate picture of the Company’s evolving risk landscape.

Business Ethics and Integrity

Our Code of Conduct sets forth standards designed to uphold our values and foster integrity in our relationships with one another and our valued stakeholders. Our Code of Conduct is available at https://www.ncratleos.com/corporate-goverance-docs/ncr-atleos_atleos-code-of-conduct.pdf.

Everyone at Atleos is required to take our Code of Conduct training annually, which is available in 13 languages. Training is also updated annually, taking into account recent compliance matters and the Company’s compliance risk profile. Our Ethics and Compliance team is responsible for managing the Company’s adherence to the Code of Conduct. In 2024, 100% of active Atleos employees and each member of our Board completed our annual Code of Conduct training.

Data Protection, Privacy and Cybersecurity

Atleos’ data protection, cybersecurity, and privacy program initiatives receive oversight from the Audit Committee, as well as from several members of our Executive Leadership Team including the Chief Operating Officer, General Counsel, and Chief Information & Technology Officer. Atleos’ Chief Information & Technology Officer, Chief Information Security Officer (“CISO”) and Chief Privacy Officer are responsible for management of these programs. Additional support is provided by our Chief Risk Officer and our Chief Compliance Officer.

Atleos supports certain privacy protections for those with whom we interact. Under the direction of Atleos’ Chief Privacy Officer, Atleos’ privacy professionals offer advice and guidance on practices such as: complying with privacy laws and regulations; designing solutions with privacy in mind; implementing contracts governing intracompany activities; minimizing the collection of data; providing meaningful notice and choice; and safeguarding information. The privacy program is supported by dedicated privacy attorneys, privacy program managers within the business, and data protection officers in various locations internationally. Many of these privacy professionals have industry recognized privacy certifications from the International Association of Privacy Professionals.

Under the direction of Atleos’ CISO, the Global Information Security organization is responsible for implementing and maintaining an information security program designed to protect information technology resources and protect the confidentiality and integrity of data gathered

on our people, partners, customers, and business assets. Also, we employ various information technology and protection methods designed to promote data security including firewalls, intrusion prevention systems, denial of service detection, anomaly-based detection, anti-virus/anti-malware, endpoint encryption and detection and response software, Security Information and Event Management system, identity management technology, security analytics, multi-factor authentication and encryption.

To further our commitment to data privacy and cybersecurity:

Human Capital

On December 31, 2024, Atleos had approximately 20,000 employees worldwide. Given the multinational nature of our business, we monitor our global employment footprint. As of December 31, 2024, our employees by geographic region included approximately: 26% in the Asia Pacific region; 40% in the Europe, Middle East and Africa region; 17% in the Americas, excluding the United States; and 17% in the United States.

Atleos has taken the opportunity to review, revamp and establish the programs necessary to drive a successful future for our employees and our company. Atleos continues to prioritize investment and focus on its human capital resources.

Our progress to date includes:

Our current roadmap for future programs to invest in our people includes:

Environmental Management

We are committed to managing our environmental footprint and protecting the global communities in which we operate. We strive to minimize the environmental impact of our products and operations while also delivering innovative technologies and solutions designed to support businesses and consumers in their efforts to operate responsibly. For example, Atleos uses remote sensing technology to solve customer equipment issues, which reduces the number of maintenance visits and reduces our carbon footprint. We complete the annual CDP climate change questionnaire and evaluate our environmental management progress annually to better understand our areas of opportunity to make a true impact.