NCR Atleos Corp

Previous wording

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included under Item 1. Financial Statements of this Form 10-Q and our Consolidated Financial Statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). The section of this Form 10-Q titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements. See the sections of the Form 10-Q titled “Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause future results to differ materially from those reflected in this section.

Current wording

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included under Item 1. Financial Statements of this Form 10-Q and our Consolidated Financial Statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our amended and restated Annual Report on Form 10-K/A for the year ended December 31, 2024 (the “2024 Form 10-K/A”). The section of this Form 10-Q titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements. See the sections of the Form 10-Q titled “Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause future results to differ materially from those reflected in this section.

Previous wording

•Results of operations. This section contains an analysis of our results of operations presented in the accompanying Condensed Consolidated Statements of Operations by comparing the results for the three and six months ended June 30, 2025 to the results for the three and six months ended June 30, 2024.

Current wording

•Results of operations. This section contains an analysis of our results of operations presented in the accompanying Condensed Consolidated Statements of Operations by comparing the results for the three and nine months ended September 30, 2025 to the results for the three and nine months ended September 30, 2024.

Previous wording

Revision. In connection with the preparation of the Company’s second quarter 2025 financial statements, management identified misstatements in the previously issued financial statements of the Company. Although not materially impacting any previously reported periods, the misstatements resulted in immaterial errors in our historical financial statements and the revision of interim and annual periods in 2023 and 2024 and the first quarter of 2025. The figures in this MD&A have been similarly revised, where applicable, to reflect the impact of such corrections. Refer to Note 1, “Basis of Presentation and Significant Accounting Policies”, and Note 15, “Revisions of Previously Issued Financial Statements”, in Item 1 of this Quarterly Report for additional information.

Current wording

Revision. In connection with the preparation of our second and third quarter 2025 financial statements, we identified misstatements in our previously-issued financial statements. Although not materially impacting any previously-reported periods, the misstatements resulted in immaterial misstatements in our historical financial statements and the revision of interim and annual periods in 2023 and 2024 and the first and second quarters of 2025. The figures in this MD&A have been similarly revised, where applicable, to reflect the impact of such corrections. Refer to Note 1, “Basis of Presentation and Significant Accounting Policies”, and Note 15, “Revisions of Previously Issued Financial Statements”, in Item 1 of this Quarterly Report for additional information.

Previous wording

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.”

Current wording

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 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”).

Previous wording

•Self-Service Banking -Offers solutions to enable customers in the financial services industry to reduce costs, generate new revenue streams and enhance customer loyalty. These solutions include a comprehensive line of ATM hardware and software, and related installation, maintenance, and managed and professional services. We also offer an ATM as a Service (“ATMaaS”) solution to manage and run the ATM channel end-to-end for financial institutions that include back office, cash management, software management and ATM deployment, among others.

Current wording

•Self-Service Banking -Offers solutions to enable customers in the financial services industry to reduce costs, generate new revenue streams and enhance customer loyalty. These solutions include a comprehensive line of ATM hardware and software, and related installation, maintenance, and managed and professional services. We also offer ATMaaS to manage and run the ATM channel end-to-end for financial institutions that includes back office, cash management, software management and ATM deployment, among others.

Previous wording

•Network - Provides a cost-effective way for financial institutions, financial technology companies (“fintechs”), neobanks, and retailers to reach and serve their customers through our network of ATMs and multi-functioning financial services kiosks. We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to our ATM network, including our proprietary Allpoint network, providing convenient and fee-free cash withdrawal and deposit access to their customers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via ReadyCode (formerly Pay360). We also provide ATM branding solutions to financial institutions, ATM management and services to retailers and other businesses, and our LibertyX solution gives consumers the ability to buy and sell Bitcoin.

Current wording

•Network - Provides a cost-effective way for financial institutions, financial technology companies (“fintechs”), neobanks, and retailers to reach and serve their customers through our network of ATMs and multi-functional financial services kiosks. We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to our ATM network, including our proprietary Allpoint network, providing convenient and fee-free cash withdrawal and deposit access to their customers and cardholders, as well as the ability to convert a digital value to cash, or vice versa, via ReadyCode (formerly

Previous wording

•T&T -Offers managed network and infrastructure services to enterprise clients across all industries via direct relationships with communications service providers and technology manufacturers. Our customers rely on us as a strategic partner to help them reduce complexity, improve cost efficiency, and enable global geographical reach. We deliver expert professional, field, and remote services for modern network technologies including Software-Defined Wide Area Networking, Network Functions Virtualization, Wireless Local Area Networks, Optical Networking, and Edge Networks.

Current wording

•Telecommunications & Technology -Offers managed network and infrastructure services to enterprise clients across all industries via direct relationships with communications service providers and technology manufacturers. Our customers rely on us as a strategic partner to help them reduce complexity, improve cost efficiency, and enable global geographical reach. We deliver expert professional, field, and remote services for modern network technologies including Software-Defined Wide Area Networking, Network Functions Virtualization, Wireless Local Area Networks, Optical Networking, and Edge Networks.

Previous wording

On October 16, 2023, NCR Corporation (now known as NCR Voyix Corporation or “Voyix,” and referred to as “NCR” when discussing periods prior to the Separation), completed a Spin-off to NCR shareholders of its self-service banking, network, and telecommunications and technology businesses (the “Spin-off” or “Separation”). Concurrent with the Spin-off, the Company became a stand alone publicly-traded company and its financial statements are now presented on a consolidated basis.

Current wording

On October 16, 2023, NCR Corporation (now known as NCR Voyix Corporation or “Voyix,” and referred to as “NCR” when discussing periods prior to the Separation), completed a spin-off to NCR shareholders of its self-service banking, network, and telecommunications and technology businesses (the “Spin-off” or “Separation”). Concurrent with the Spin-off, we became a stand alone publicly-traded company and our financial statements are now presented on a consolidated basis.

Previous wording

In connection with the Spin-off, we have incurred and expect to incur in the future one-time separation costs, which include one-time and non-recurring expenses associated with the Spin-off and stand up of functions required to operate as a stand-alone public entity. These non-recurring costs primarily relate to system implementation costs, business and facilities separation, applicable employee related costs, development of our brand and other matters. We expect the separation-related costs will continue through at least fiscal year 2025.

Current wording

In connection with the Spin-off, we incurred and expect to incur in the future, one-time separation costs, which include one-time and non-recurring expenses associated with the Spin-off and stand up of functions required to operate as a stand-alone public entity. These non-recurring costs primarily relate to system implementation costs, business and facilities separation, applicable employee related costs, development of our brand and other matters. We expect the separation-related costs will continue through at least fiscal year 2025.

Previous wording

In connection with the Spin-off, we entered into a Separation and Distribution Agreement and various other agreements with Voyix. These agreements provide a framework for our relationship with Voyix and govern various interim and ongoing relationships between Atleos and Voyix. These agreements with Voyix are described in the section of the Information Statement titled “Certain Relationships and Related Transactions-Agreements with NCR.” Following the Separation, certain functions continue to be provided by or for Voyix under the Transition Services Agreements or are being performed using Atleos’ own resources or third-party service providers. Additionally, certain maintenance services, product resale and other support services and supply chain operations will continue to be provided by or to Voyix under the Commercial Agreements. On August 6, 2024, Voyix announced its intention to move the manufacturing services to another party and to further reduce the maintenance services that are being performed under the Commercial Agreements. Manufacturing services provided to Voyix were completed in the fourth quarter of 2024.

Current wording

In connection with the Spin-off, we entered into a Separation and Distribution Agreement and various other agreements with Voyix. These agreements provide a framework for our relationship with Voyix and govern various interim and ongoing relationships between Atleos and Voyix. These agreements with Voyix are described in the section of the Information Statement titled “Certain Relationships and Related Transactions-Agreements with NCR.” Following the Separation, certain functions continue to be provided by or for Voyix under the Transition Services Agreements or are being performed using our own resources or third-party service providers. Additionally, certain maintenance services, product resale and other support services and supply chain operations will continue to be provided by or to Voyix under the Commercial Agreements. On August 6, 2024, Voyix announced its intention to move the manufacturing services to another party and to further reduce the maintenance services that are being performed under the Commercial Agreements. Manufacturing services provided to Voyix were completed in the fourth quarter of 2024.

Previous wording

Atleos is expected to be a cash-generative business positioned to focus on delivering ATMaaS to a large, installed customer base across banks and retailers. We believe it will build on our leadership in self-service banking and ATM networks to meet global demand for ATM access and leverage new ATM transaction types, including digital currency solutions, to drive market growth. Atleos is expected to also continue shifting to a highly recurring revenue model to drive stable cash flow and capital returns to stockholders.

Current wording

We expect to be a cash-generative business positioned to focus on delivering ATMaaS to a large, installed customer base across banks and retailers. We intend to build on our leadership in self-service banking and ATM networks to meet global demand for ATM access and leverage new ATM transaction types, including digital currency solutions, to drive market growth. We also expect to continue shifting to a highly recurring revenue model to drive stable cash flows and returns to stockholders.

Previous wording

We are continuing our transition to service and software-led solutions. Today, our software platform, which runs in the cloud and includes microservices and application programming interfaces (“APIs”) that integrate with our customers’ systems, and our ATMaaS solutions, bring together all our capabilities and competencies to power the technology to run our customers’ self-directed banking networks, at the same time allowing us to earn a greater proportion of recurring revenues.

Current wording

We are continuing our transition to service and software-led solutions. Today, our cloud-based software platform includes microservices and application programming interfaces (“APIs”) that integrate with our customers’ systems and our ATMaaS solutions, bringing together all our capabilities and competencies to power the technology to run our customers’ self-directed banking networks. This is enabling us to drive growth in recurring revenues.

Previous wording

We have grown organically, as well as through acquisitions, to add software, services and other capabilities that complement or enhance our existing portfolio. We intend to continue pursuing opportunities to win new customers, expand our footprint and drive more transactions and foot traffic for our customers. We also plan to continue to improve our execution to drive solid returns and to transform our business to enhance value for all stockholders.

Current wording

We have grown organically, as well as through acquisitions, to add software, services and other capabilities that complement or enhance our existing portfolio. We intend to continue pursuing opportunities to win new customers, expand our footprint and drive additional transactions and foot traffic for our customers. We also plan to continue improving our execution to drive solid returns and transform our business, enhancing value for all stockholders.

Previous wording

Similar to most companies, Atleos and its customers are subject to more frequent and increasingly sophisticated cybersecurity attacks. Atleos maintains cybersecurity risk management policies and procedures, which it regularly evaluates for updates, for handling and responding to cybersecurity events. For additional information on our cybersecurity risk management, strategy, and governance, see “Item 1C. Cybersecurity,” in the Company’s 2024 Annual Report on Form 10-K.

Current wording

Similar to most companies, Atleos and our customers are subject to more frequent and increasingly sophisticated cybersecurity attacks. We maintain cybersecurity risk management policies and procedures for handling and responding to cybersecurity events, which we regularly evaluate for updates. For additional information on our cybersecurity risk management, strategy, and governance, see “Item 1C. Cybersecurity,” in our 2024 Form 10-K/A.

Previous wording

As of the date of this report, the Company has not identified any cybersecurity threats that have materially affected or are reasonably anticipated to have a material effect on the organization. Although the Company has not experienced cybersecurity incidents that are individually, or in the aggregate, material, the Company has experienced cyberattacks in the past, which the Company believes have thus far been mitigated by preventative, detective, and responsive measures put in place by the Company. For a detailed discussion of the Company’s cybersecurity related risks, see “Item 1A. Risk Factors—Data protection, cybersecurity and data privacy issues could adversely impact our business” in the Company’s 2024 Annual Report on Form 10-K.

Current wording

As of the date of this report, we have not identified any cybersecurity threats that have materially affected or are reasonably anticipated to have a material effect on us. Although we have not experienced cybersecurity incidents that are individually, or in the aggregate, material, we have experienced cyberattacks in the past, which we believe have thus far been mitigated by preventative, detective, and responsive measures that we have put in place. For a detailed discussion of our cybersecurity related risks, see “Item 1A. Risk Factors—Data protection, cybersecurity and data privacy issues could adversely impact our business” in our 2024 Form 10-K/A.

Previous wording

We continue to be exposed to macroeconomic pressures such as higher interest rates, increased logistics costs, and foreign currency fluctuations as a result of geopolitical challenges, including those due to various conflicts in and around the Red Sea region. We continue to navigate through these challenges with a sharp focus on and goal of safeguarding our employees, helping our customers and managing impacts to the business. Despite the rapidly changing environment, our teams are executing at a high level and we are advancing our strategy.

Current wording

We continue to be exposed to macroeconomic pressures such as higher interest rates, increased logistics costs, and foreign currency fluctuations as a result of geopolitical challenges, including those due to various conflicts in and around the Red Sea region. We are navigating through these challenges with a sharp focus on, and goal of, safeguarding our employees, helping our customers and managing impacts to the business. Despite the rapidly changing environment, our teams are executing at a high level and we are advancing our strategy.

Previous wording

Beginning in February 2025, the United States introduced trade policy actions that have increased or proposed to increase import tariffs across a wide range of countries at various rates. Multiple countries countered with reciprocal tariffs and other actions in response. The U.S. government is negotiating with different countries regarding the tariffs. Atleos currently imports finished goods and service parts to the United States from numerous countries that are impacted by the tariff rate changes. The Company continues to actively monitor tariff developments, analyze their potential impact and review actions that can be taken to moderate and/or minimize their effects; however, the trade policies and responses and their related impacts are rapidly evolving, and it is likely that additional developments will occur in the coming months. The Company believes that the impact of these trade policy actions on the Company’s performance was not material in the second quarter of 2025.

Current wording

In the first quarter of 2025, the United States introduced trade policy actions that have increased or proposed to increase import tariffs across a wide range of countries at various rates. Multiple countries responded with reciprocal tariffs and other actions, and the U.S. government continues to pursue various negotiations related to trade policy. We currently import finished goods and service parts to the United States from a number of countries that are impacted by the tariff rate changes. We continue to actively monitor tariff developments, analyze their potential impact and review actions that can be taken to moderate and/or minimize their effects; however, the trade policies and responses and their related impacts are rapidly evolving, and it is likely that additional developments will occur in the coming months. The impact of these trade policy actions on our performance was immaterial in the third quarter and year-to-date periods.

Previous wording

These global macroeconomic conditions have caused a degree of uncertainty in the investor community and among bank customers, and could significantly impact the national, regional and local banking industry and the global business environment in which Atleos operates. If there is a severe or prolonged economic downturn, it could result in a variety of risks to our business, including driving banking customers to tighten budgets and curtail spending, which would negatively impact our sales and business.

Current wording

Global macroeconomic conditions have caused a degree of uncertainty in the investor community and among bank customers, and could significantly impact the national, regional and local banking industry and the global business environment in which we operate. If there is a severe or prolonged economic downturn, it could result in a variety of risks to our business, including driving banking customers to curtail spending, which would negatively impact our sales and business.

Previous wording

We expect that these factors may continue to negatively impact our business at least in the short-term. The ultimate impact on our overall financial condition and operating results will depend on the duration and severity of these geopolitical and macroeconomic pressures and any governmental and public actions taken in response. We continue to evaluate the long-term impact that these may have on our business model, however, there can be no assurance that the measures we have taken or will take will completely offset the negative impact.

Current wording

We expect the factors discussed above may continue to negatively impact our business at least in the short-term. The ultimate impact on our overall financial condition and operating results will depend on the duration and severity of these geopolitical and macroeconomic pressures and any governmental and public actions taken in response. We continue to evaluate the long-term impact that these may have on our business model, however, there can be no assurance that the measures we have taken or will take will completely offset the negative impact.

Previous wording

For further information on the risks posed to our business from geopolitical and macroeconomic factors, refer to Part I, Item 1A, “Risk Factors”, of our 2024 Form 10-K, including the risk factors titled, “A major natural disaster or catastrophic event could have a materially adverse effect on our business, financial condition and results of operations, or have other adverse consequences,” and “Tariffs and other trade measures could adversely affect our results of operations, financial position and cash flows.” For further information on exposures to interest rate and foreign exchange risk, refer to Item 3, “Quantitative and Qualitative Disclosures about Market Risk”, in this Form 10-Q.

Current wording

For further information on the risks posed to our business from geopolitical and macroeconomic factors, see Item 1A, “Risk Factors”, in our 2024 Form 10-K/A, including the risk factors titled, “A major natural disaster or catastrophic event could have a materially adverse effect on our business, financial condition and results of operations, or have other adverse consequences,” and “Tariffs and other trade measures could adversely affect our results of operations, financial position and cash flows.” For further information on exposures to interest rate and foreign currency exchange risk, see Item 3, “Quantitative and Qualitative Disclosures about Market Risk”, in this Form 10-Q.

Previous wording

Our business is generally seasonal, with lower revenue and fewer transactions occurring in the first quarter of each year. Transaction volumes at our ATMs located in regions affected by strong winter weather patterns typically experience declines in volume during winter months due to decreases in the amount of consumer traffic through such locations. We usually have an increase in transaction volume during the warmer summer months, aided by increased vacation and holiday travel. Such seasonality causes our working capital cash flow requirements to vary from quarter to quarter depending on variability in the volume, timing and mix of sales. We expect the fluctuations in transaction volume to continue. For further information on the seasonality of our business, refer to Part I, Item 1, “Business - Seasonality”, of the Company’s 2024 Form 10-K.

Current wording

Our business is generally seasonal, with lower revenue and fewer transactions occurring in the first quarter of each year. Transaction volumes at our ATMs located in regions affected by strong winter weather patterns typically experience declines in volume during winter months due to decreases in consumer traffic through such locations. We typically experience an increase in transaction volume during the summer months, aided by increased vacation and holiday travel. This seasonality causes our working capital cash flow requirements to vary from quarter to quarter depending on variability in the volume, timing and mix of sales. We expect the fluctuations in transaction volumes to continue. For further information on the seasonality of our business, see Item 1, “Business - Seasonality”, in our 2024 Form 10-K/A.

Previous wording

The following tables show our key strategic financial metrics for the three and six months ended June 30, the relative percentage that those amounts represent to total revenue, and the change in those amounts year-over-year.

Current wording

The following four tables show our key strategic financial metrics for the three and nine months ended September 30, the relative percentage that those amounts represent to total revenue, and the change in those amounts year-over-year.

Previous wording

While Atleos reports its results in accordance with Generally Accepted Accounting Principles in the United States, or GAAP, in this quarterly report Atleos also uses the non-GAAP measures listed and described below. Atleos’ definitions and calculations of these non-GAAP measures may differ from similarly-titled measures reported by other companies and cannot, therefore, be compared with similarly-titled measures of other companies. These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP. Atleos believes these measures are useful for investors because they provide a more complete understanding of Atleos’ underlying operational performance, as well as consistency and comparability with Atleos’ past reports of financial results.

Current wording

We supplement the reporting of our financial information determined under generally accepted accounting principles in the United States (“GAAP”) with certain non-GAAP financial measures. Adjusted financial measures should be considered in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP. Our adjusted financial measures do not represent a comprehensive basis of accounting and therefore may not be comparable to similarly titled measures reported by other companies. We believe these measures are useful for investors because they provide a more complete understanding of our underlying operational performance, as well as consistency and comparability with past reports of financial results.

Previous wording

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) is calculated as GAAP Net income (loss) attributable to Atleos plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus acquisition-related costs; plus pension mark-to-market adjustments and other one-time pension-related costs; plus separation-related costs; plus transformation and restructuring charges (which includes integration, severance, divestiture and other exit and disposal costs); plus stock-based compensation expense; plus Voyix legal and environmental indemnification expense; plus other amounts included in Other income (expense), net. Management uses this non-GAAP measure to compare performance consistently over various periods.

Current wording

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)(non-GAAP) and Adjusted EBITDA margin (non-GAAP) are calculated as GAAP Net income (loss) attributable to Atleos plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus acquisition-related costs; plus pension mark-to-market adjustments and other one-time pension-related costs; plus separation-related costs; plus transformation and restructuring charges, which include integration, severance, divestiture and other exit and disposal costs; plus stock-based compensation expense; plus Voyix legal and environmental indemnification expense; plus other amounts included in Other income (expense), net. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by total revenue, and Adjusted EBITDA margin by segment is calculated based on segment Adjusted EBITDA divided by the related segment revenue. We use these non-GAAP measures to evaluate performance consistently from period to period.

Previous wording

Adjusted gross margin as a percentage of revenue (non-GAAP) and Adjusted selling, general and administrative expenses as a percentage of revenue (non-GAAP)are calculated as GAAP gross margin and selling, general and administrative expenses as a percent of revenue, respectively, excluding, as applicable, acquisition-related costs; one-time pension-related costs; separation-related costs; amortization of acquisition-related intangibles; stock-based compensation expense; transformation and restructuring charges (which includes integration, severance, divestiture and other exit and disposal costs); Voyix legal indemnification expense; and other non-recurring or unusual items. Management uses this non-GAAP measure to compare performance consistently over various periods.

Current wording

Adjusted gross margin as a percentage of revenue (non-GAAP) and Adjusted selling, general and administrative expenses as a percentage of revenue (non-GAAP)are calculated utilizing GAAP gross margin and selling, general and administrative expenses, respectively, and excluding, as applicable, acquisition-related costs; one-time pension-related costs; separation-related costs; amortization of acquisition-related intangibles; stock-based compensation expense; transformation and restructuring charges (which includes integration, severance, divestiture and other exit and disposal costs); Voyix legal indemnification expense; and other non-recurring or unusual items. We use these non-GAAP measures to evaluate performance consistently from period to period.

Previous wording

Annualized Recurring Revenue (“ARR”)is calculated as recurring revenue, excluding software licenses sold as a subscription, for the last three months times four, plus the rolling four quarters for term-based software license arrangements that include customer termination rights. Management believes this metric may be useful to investors in evaluating the Company’s achievement of strategic goals related to the conversion of the self-service banking business to recurring revenue streams over time. ARR is an operating metric and does not necessarily reflect the pattern of revenue recognition in accordance with GAAP and should not be considered a substitute for GAAP revenue. ARR does not have a uniform definition and, therefore, Atleos’ definitions may differ from other companies’ definitions of this measure.

Current wording

Annualized Recurring Revenue (“ARR”)We define this operating metric as recurring revenue, excluding software licenses sold as a subscription, for the last three months times four, plus the rolling four quarters for term-based software license arrangements that include customer termination rights. We believe this metric may be useful to investors in evaluating the Company’s achievement of strategic goals related to the conversion of the self-service banking business to recurring revenue streams over time. ARR does not necessarily reflect the pattern of revenue recognition in accordance with GAAP and should not be considered a substitute for GAAP revenue.

Previous wording

Last twelve months average revenue per unit (“LTM ARPU”) is calculated, for the Network segment, as total segment revenue for the previous twelve months divided by the average Network Managed Units for the previous twelve months. Atleos believes this metric may be useful to investors in evaluating the Company’s achievement of strategic goals related to the improved monetization of our ATM fleet over a specified period, excluding the impact of seasonality. LTM ARPU is an operating metric and does not represent revenue generated solely by our Network Managed Units, as total Network segment revenue includes revenue generated from other sources besides the Network Managed Units. LTM ARPU does not have a uniform definition and, therefore, Atleos’ definitions may differ from other companies’ definitions of this measure.

Current wording

Last twelve months average revenue per unit (“LTM ARPU”) We define this operating metric for the Network segment as total Network segment revenue for the previous twelve months divided by the average Network Managed Units for the previous twelve months. We believe this metric may be useful to investors in evaluating our achievement of strategic goals related to the improved monetization of our ATM fleet over a specified period, excluding the impact of seasonality. LTM ARPU does not represent revenue generated solely by our Network Managed Units, as total Network segment revenue includes revenue generated from other sources.

Previous wording

Network Managed Unitsis all transacting ATMs as of period end, whether Company-owned or Merchant-owned, other than those for which we only provide third party processing services and those under legacy managed services arrangements. This metric is used in the calculation of Network segment LTM ARPU.

Current wording

Network Managed Unitsare all transacting ATMs as of period end, whether Company-owned or Merchant-owned, other than those for which we only provide third-party processing services and those under legacy managed services arrangements.

Previous wording

(1) Includes certain income and expense items reported within Other income (expense), net on the Condensed Consolidated Statements of Operations, such as bank fees, the components of pension, postemployment and postretirement expense other than service cost, and the impact of foreign currency fluctuations. Prior to 2025, our calculations of Adjusted EBITDA did not exclude the other (income) expense line item. All periods presented have been recast to reflect the new definition. Additional amounts reported in Other income (expense), net are separately captured in this reconciliation. Therefore, Other (income) expense items, net shown here will not agree to total Other income (expense), net on the Condensed Consolidated Statements of Operations.

Current wording

(1) Includes certain items reported within Other income (expense), net on the Condensed Consolidated Statements of Operations, such as bank fees, the components of pension, post-employment and postretirement expense other than service cost, and the impact of foreign currency exchange rate fluctuations. Prior to 2025, Adjusted EBITDA did not exclude these Other (income) expense items. All periods presented have been recast to reflect the new definition. Certain other amounts reported in Other income (expense), net are separately captured in this reconciliation. As a result, Other (income) expense items as presented does not agree to total Other income (expense), net on the Condensed Consolidated Statements of Operations.

Previous wording

The following tables show our results for the three and six months ended June 30, the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year.

Current wording

The following tables show our results for the three and nine months ended September 30, the relative percentage that those amounts represent to revenue, and the change in those amounts year over year.

Previous wording

(1)The percentage of revenue is calculated for each line item divided by total revenue, except for product gross margin and service gross margin, which are divided by the related component of revenue.

Current wording

(1)Percentage of revenue is expressed relative to total revenue except for product gross margin and service gross margin, which are expressed relative to the applicable component of revenue.

Previous wording

Total revenue increased 2% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily driven by a $45 million, or 4%, increase in the core business segment revenues. Self-Service Banking contributed 6% of growth, offset by a decline of 1% in the Network and T&T segments, respectively. The growth in the core business segment revenues was driven by an increase to hardware, software and services, including ATM as a Service, and was partially offset by a 2% expected reduction in other non-core revenues as the Voyix commercial agreements and commerce-related contracts continue to wind down as well as certain core transaction revenue.

Current wording

Consolidated revenue for the three months ended September 30, 2025 increased 4% compared to the three months ended September 30, 2024, primarily driven by a $62 million, or 6%, increase in core business segment revenues. Within this overall growth rate, Self-Service Banking contributed 7%, slightly offset by a reduction of 1% from the T&T segment, while Network remained flat compared to the prior year. Growth in core business segment revenues was driven by increases in hardware, software and services, including ATMaaS, offset by a slight decrease in transactional revenue. The consolidated revenue growth rate was impacted by a 2% expected reduction in other non-core revenues as the Voyix commercial agreements and commerce-related contracts continue to wind down.

Previous wording

(2)Other revenue represents certain other immaterial business operations, including commerce-related operations in countries that Voyix exited that are aligned to Atleos, that do not represent a reportable segment. Other also includes revenues from commercial agreements with Voyix.

Current wording

(2)Contains certain immaterial business operations that do not represent a reportable segment, including commerce-related operations in countries that Voyix exited that are aligned to Atleos. Other also includes revenues from commercial agreements with Voyix.

Previous wording

Total revenue decreased 2% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, driven by the expected reduction in other non-core business revenues of 3% as the Voyix commercial agreements and commerce-related contracts continue to wind down. This was offset by an increase of 1% to the core business segment revenues driven by 3% growth in Self-Service Banking revenue with contributions from hardware, software, and services, including ATM as a Service, and a 1% decrease in the Network and T&T segments, respectively.

Current wording

Consolidated revenue for the nine months ended September 30, 2025 was flat compared to the nine months ended September 30, 2024, driven by the expected reduction in other non-core business revenues from Voyix commercial agreements and commerce-related contracts. Core business segment revenue increased by 3%. Self-Service Banking contributed 4% from hardware, software and services, including ATMaaS, slightly offset by a 1% decrease from the Network and T&T businesses.

Previous wording

Selling, general, and administrative expenses decreased $16 million and 170 basis points to 10.5% of revenue in the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The Company recognized a gain on the sale-leaseback of certain owned ATMs associated with ATM as a Service and Network contracts and benefited from a continued focus on cost optimization efforts, led by a decrease in facility costs, allowing investment in technology infrastructure and other strategic initiatives. The Company also recognized lower separation-related costs, transformation and restructuring costs and stock-based compensation expense in the current year period, partially offset by the impact of lower Voyix-related revenues relative to the nominal cost base associated with those revenue streams. Adjusted selling, general and administrative expenses as a percentage of revenue (non-GAAP) decreased from 10.4% to 9.1% primarily due to the sale-leaseback transaction, cost optimization, and the continued decrease of Voyix related revenue costs.

Current wording

Selling, general, and administrative expenses for the three months ended September 30, 2025 increased $16 million and 100 basis points to 12.8% of revenue compared to the three months ended September 30, 2024. The increase was primarily due to an expense associated with a pre-Spin-off litigation matter shared with Voyix that was partially offset by ongoing cost optimization efforts and a gain on the sale-leaseback of certain owned ATMs associated with ATMaaS and Network contracts. We also incurred lower separation-related costs and transformation and restructuring costs in the current year period. Adjusted selling, general and administrative expenses as a percentage of revenue (non-GAAP) decreased from 10.0% to 9.2% due to cost optimization, the sale-leaseback transactions, and the continued decrease in Voyix-related costs.

Previous wording

Selling, general, and administrative expenses decreased $26 million and 100 basis points to 11.4% of revenue in the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The Company recognized a gain on the sale-leaseback of certain owned ATMs associated with ATM as a Service and Network contracts and benefited from a continued focus on cost optimization efforts, led by a decrease in facility costs, allowing investment in technology infrastructure and other strategic initiatives. The Company also recognized lower separation-related costs, transformation and restructuring costs and stock-based compensation expense in the current year period, partially offset by the impact of lower Voyix-related revenues relative to the nominal cost base associated with those revenue streams. Adjusted selling, general and administrative expenses as a percentage of revenue (non-GAAP) decreased from 10.5% to 10.0% primarily due to the sale-leaseback transaction, cost optimization, and the continued decrease of Voyix related revenue costs.

Current wording

Selling, general, and administrative expenses for the nine months ended September 30, 2025 decreased $10 million and 30 basis points to 11.9% of revenue compared to the nine months ended September 30, 2024. We benefited from a continued focus on cost optimization efforts, recognized gains on the sale-leaseback of certain owned ATMs associated with ATMaaS and Network contracts and incurred lower separation-related costs, transformation and restructuring costs and stock-based compensation expense. These improvements were partially offset by the pre-Spin-off litigation matter shared with Voyix. Adjusted selling, general and administrative expenses as a percentage of revenue (non-GAAP) decreased from 10.3% to 9.7%, primarily due to decreases in Voyix-related costs and labor costs.

Previous wording

Research and development expenses were $17 million in the three months ended June 30, 2025, compared to $11 million the three months ended June 30, 2024. As a percentage of revenue, research and development expenses increased to 1.5% from 1.0% in the three months ended June 30, 2025 and 2024, respectively, due to an increase in people costs.

Current wording

Research and development expenses for the three months ended September 30, 2025, increased $3 million compared to the three months ended September 30, 2024. As a percentage of revenue, research and development expenses increased from 1.4% to 1.6%, due to an increase in employee-related costs.

Previous wording

Research and development expenses were $34 million in the six months ended June 30, 2025, compared to $28 million in the six months ended June 30, 2024. As a percentage of revenue, research and development costs increased to 1.6% from 1.3% in the six months ended June 30, 2025 and 2024, respectively, due to an increase in people costs.

Current wording

Research and development expenses for the nine months ended September 30, 2025, increased $9 million compared to the nine months ended September 30, 2024. As a percentage of revenue, research and development costs increased from 1.3% to 1.6% due to an increase in employee-related costs.

Previous wording

Interest expense decreased $10 million in the three months ended June 30, 2025 as compared to 2024, primarily due to a decrease in variable interest rates following the debt restructuring activities in the fourth quarter of 2024 and the reduction in the outstanding balance of the Term Loan Facilities. Refer to Note 4, “Debt Obligations”, for further details regarding our outstanding debt.

Current wording

Interest expense decreased $11 million for the three months ended September 30, 2025 compared to 2024. This decrease was driven by a reduction in variable interest rates on our outstanding debt following a refinancing in the fourth quarter of 2024, as well as a reduction in the outstanding balance of the Term Loan Facilities. Refer to Note 4, “Debt Obligations”, for additional information on our outstanding debt.

Previous wording

Other income increased by $8 million in the three months ended June 30, 2025 compared to the prior year period primarily driven by the gain on divestiture of a non-core business.

Current wording

For the nine months ended September 30, 2025, we recorded expense of $6 million compared to income of $4 million in the comparative period. Losses from foreign currency exchange rate movements, primarily in hyperinflationary economies, increased, while income related to our company-sponsored defined benefit plans decreased, driven by reductions in the expected returns on our plan assets. These unfavorable impacts were partially offset by the gain on divestiture of a non-core business.