NCR Atleos Corp

Current report

Atleos is expected to incur significant costs related to the Mergers. Atleos has incurred and expects to continue to incur certain non-recurring costs associated with the Mergers. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financing and debt restructuring costs, printing and mailing costs and other related costs. Some of these costs are payable by Atleos regardless of whether or not the Mergers are completed.

Current report

The Mergers will not be completed unless a number of conditions are satisfied or waived, including the approvals by Atleos stockholders and Brink’s shareholders of each party’s respective proposals.

Current report

Specified conditions set forth in the Merger Agreement must be satisfied or waived to complete the Mergers. If the conditions are not satisfied or, subject to applicable law, waived, the Mergers will not occur or will be delayed and each of Atleos and Brink’s may lose some or all of the intended benefits of the Mergers. The following conditions, among others, must be satisfied or waived, if permissible, before Atleos and Brink’s are obligated to complete the Mergers: (i) approval of the transactions contemplated by the Merger Agreement (the “Transactions”) by the stockholders of Atleos; (ii) approval of the issuance of shares of Brink’s common stock by the shareholders of Brink’s; (iii) the absence of any judgment by any governmental authority of competent jurisdiction or any applicable law that enjoins, restrains or otherwise makes illegal, prevents or prohibits consummation of the Transactions; (iv) the expiration or termination of the applicable waiting period (including any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (v) the receipt of certain other governmental consents, approvals or other clearances required to be obtained under the Merger Agreement, including under certain applicable foreign antitrust and regulatory laws and certain money transmitter licenses; (vi) the effectiveness of the registration statement on Form S-4; (vii) the authorization for listing on the NYSE of the shares of Brink’s common stock to be issued in connection with the Mergers, subject to official notice of issuance; and (viii) other customary closing conditions, including (a) each party’s representations and warranties being true and correct, subject to certain customary qualifications, (b) each party’s compliance with or performance of, in all material respects, its obligations under the Merger Agreement and (c) the absence of a material adverse effect with respect to either of Brink’s or Atleos.

Current report

Before the Mergers may be completed, various approvals, consents and non-objections must be obtained from regulatory authorities. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party. These approvals could be delayed or not obtained at all, including due to an adverse development in either party’s regulatory standing, or any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment, including as a result of changes in regulatory agency leadership.

Current report

Pursuant to the Merger Agreement, Brink’s and Atleos agreed to use reasonable best efforts to consummate the Mergers and obtain all approvals, consents, registrations, waivers, permits, authorizations, exemptions, clearances, orders and other confirmations from any governmental authority or third party necessary to consummate and make effective the Transactions. These approvals may impose terms and conditions, limitations, obligations or costs, or require changes to the terms of the Transactions. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the Transactions or otherwise reduce the anticipated benefits of the Mergers if the Mergers were consummated successfully within the expected time frame. In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in the delay or abandonment of the Mergers. Additionally, the completion of the Mergers is conditioned on the absence of any judgment by any governmental authority of competent jurisdiction or any applicable law that enjoins, restrains or otherwise makes illegal, prevents or prohibits consummation of the Transactions.

Current report

Termination of the Merger Agreement could negatively affect Atleos.

Current report

If the Mergers are not completed for any reason, including as a result of Brink’s shareholders failing to approve the issuance of shares of Brink’s common stock or Atleos’ stockholders failing to approve the Transactions, including the Mergers, there may be various adverse consequences and Atleos may experience negative reactions from the financial markets and from their respective customers and employees. For example, Atleos’ businesses may have been affected adversely by the failure to pursue other beneficial opportunities due to the focus of management on the Mergers, without realizing any of the anticipated benefits of completing the Mergers. Additionally, if the Merger Agreement is terminated, the market price of Atleos Common Stock could decline to the extent that the current market prices reflect a market assumption that the Mergers will be completed. If the Merger Agreement is terminated under certain circumstances, Atleos may be required to pay a termination fee of $145 million to Brink’s.

Current report

Additionally, Atleos has incurred and will incur substantial expenses in connection with the negotiation and completion of the Transactions, as well as the costs and expenses of filing, printing and mailing a joint proxy statement/prospectus, and all filing and other fees paid to the SEC in connection with the Mergers. If the Mergers are not completed, Atleos would have to pay these expenses without realizing the expected benefits of the Mergers.

Current report

Atleos will be subject to business uncertainties and contractual restrictions while the Mergers are pending.

Current report

Uncertainty about the effect of the Mergers on employees and customers may have an adverse effect on Atleos. These uncertainties may impair Atleos’ ability to attract, retain and motivate key personnel until the Mergers are completed, and could cause customers and others that deal with Atleos to seek to change existing business relationships with Atleos. In addition, subject to certain exceptions, Atleos has agreed to operate its business in the ordinary course in all material respects prior to closing, and Atleos has agreed not to take certain specified actions, which could cause Atleos to be unable to pursue other beneficial opportunities that may arise prior to the completion of the Mergers.

Current report

Shareholder litigation could prevent or delay the closing of the Mergers or otherwise negatively affect the business and operations of Atleos.

Current report

Securities and fiduciary lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Merger Agreement. Even if such lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Atleos may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the Mergers. An adverse judgment in such a suit could result in monetary damages, which could have a negative impact on Atleos’ respective liquidity and financial conditions. Lawsuits that may be brought against Atleos or its directors and officers could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Mergers. One of the conditions to the consummation of the Mergers is the absence of any judgment by any governmental authority of competent jurisdiction or any applicable law that enjoins, restrains or otherwise makes illegal, prevents or prohibits consummation of the Transactions. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting the closing of the Mergers, that injunction may delay or prevent the Mergers from being completed within the expected timeframe, or at all, which may adversely affect Atleos’ business, financial condition, cash flows or results of operations. In addition, Atleos may terminate the Merger Agreement if any legal restraint that enjoins or otherwise prohibits closing of the Mergers has become final and non-appealable, so long as a breach by Atleos of any of its representations and warranties or obligations under the Merger Agreement was not the proximate cause of, and did not result in, such restraint. There can be no assurance that Atleos would be successful in the outcome of any potential future lawsuits. The defense or settlement of any lawsuit or claim may adversely affect Atleos’ business, financial condition, cash flows or results of operations.

Current report

Our Share Repurchase Program, authorizes up to $200 million of repurchases over a 24-month period. Repurchases may be made from time to time through open market purchases, privately negotiated transactions, or other methods, including Rule 10b5-1 trading plans, and may be modified, suspended, or discontinued at any time.

Current report

The following table presents information with respect to purchases of our common stock during the three months ended March 31, 2026.

Current report

As of March 31, 2026, approximately $157 million remained available for repurchases under the Share Repurchase Program. We do not anticipate making any additional share repurchases for the remainder of the year.

Previous report

In July 2025, our Board of Directors approved a Share Repurchase Program, authorizing the repurchase of shares of the Company’s common stock in an aggregate amount up to $200 million. There was no share repurchase activity during the three and nine months ended September 30, 2025.