NCR Atleos Corp

Index to Financial Statements and Supplemental Data

Note 1. Basis of Presentation and Summary of Significant Accounting Policies

Note 2. Goodwill and Purchased Intangible Assets

Note 3. Segment Information and Concentrations

Note 4. Debt Obligations

Note 5. Income Taxes

Note 6. Stock Compensation

Note 7. Employee Benefit Plans

Note 8. Commitments and Contingencies

Note 9. Earnings Per Share

Note 10. Derivatives and Hedging Instruments

Note 11. Accumulated Other Comprehensive Income

Note 12. Inventories

Note 13. Revisions of Previously Issued Financial Statements

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NCR Atleos Corporation (“NCR Atleos,” the “Company,” “we,” or “our”) is an industry-leading, global financial technology company providing self-directed banking solutions to a global customer base, including financial institutions, retailers and consumers. Our comprehensive solutions enable the acceleration of self-directed banking through automated teller machine (“ATM”) and interactive teller machine (“ITM”) technology, including software, services, hardware and our proprietary Allpoint network.

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). These unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting of normal, recurring accruals, unless otherwise disclosed) necessary for a fair statement of our financial position as of March 31, 2026 and our results of operations and cash flows for each period presented. The results reported in these Condensed Consolidated Financial Statements should not be regarded as indicative of results that may be expected for any other period or the entire year. The 2025 Condensed Consolidated Balance Sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. These financial statements have been prepared on a consistent basis, and should be read in conjunction with, our Annual Report on Form 10-K for the period ending December 31, 2025 (the “2025 Form 10-K”).

On February 26, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among NCR Atleos, The Brink’s Company, a Virginia corporation (“Brink’s”), Novus Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Brink’s (“Merger Sub I”) and Novus Merger Sub II, LLC, a Maryland limited liability company and wholly owned subsidiary of Brink’s (“Merger Sub II”). Pursuant to the Merger Agreement, (i) Merger Sub I will merge with and into NCR Atleos (the “First Merger”), with NCR Atleos surviving the First Merger as a direct wholly owned subsidiary of Brink’s, and (ii) immediately following the First Merger, NCR Atleos will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Brink’s. The Mergers are currently expected to close in the first quarter of 2027, subject to customary closing conditions, including regulatory approvals and the approval of both companies’ shareholders.

Unless otherwise noted, all figures within the Condensed Consolidated Financial Statements are stated in millions of U.S. Dollars (USD).

Use of Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenue and expenses during the periods reported. Estimates are used when accounting for receivable and inventory reserves, depreciation and amortization of long-lived assets, employee benefit plan obligations, asset retirement obligations, product liabilities, income and withholding taxes, contingencies, valuation of business combinations, and certain aspects of revenue recognition.

Although our estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations and financial position. In particular, a number of estimates have been and will continue to be affected by the ongoing macroeconomic pressures and geopolitical challenges. The ultimate impact on our overall financial condition and operating results will depend on the duration and severity of supply chain challenges and cost escalations including materials, labor and freight, and any additional governmental and public actions taken in response. Our accounting estimates and assumptions may change over time as a consequence of these external factors. Such changes could result in future impairments of goodwill, intangible assets, long-lived assets, incremental credit losses on accounts receivable and decreases in the carrying amount of our tax assets.

Subsequent Events We evaluated subsequent events through the date that our Condensed Consolidated Financial Statements were issued.

On February 20, 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were not valid. On March 4, 2026, the Court of International Trade ruled that U.S. Customs and Border Protection (“CBP”) was required, subject to applicable procedures, to refund IEEPA tariffs that had been collected. On April 20, 2026, CBP began accepting submissions for certain IEEPA tariff refunds. We evaluated the associated accruals under the loss recovery model and concluded that recovery of a portion of the tariffs for which refund claims had been accepted was probable. Accordingly, we accrued an immaterial net receivable for this amount. We intend to continue submitting refund claims for the remaining amounts of IEEPA tariffs we have previously paid.

Other than the items discussed within the Notes to Condensed Consolidated Financial Statements, no matters were identified that required adjustment to the Condensed Consolidated Financial Statements or additional disclosure.

Revision of Previously Issued Financial Statements During the second and third quarters of 2025, we revised our financial statements to correct misstatements that were not material, individually or in the aggregate, to any previously issued interim or annual financial statements. Prior period amounts in the Condensed Consolidated Financial Statements and applicable notes have been adjusted, where applicable, to reflect the impact of these prior period revisions. See Note 13, “Revisions of Previously Issued Financial Statements”, for additional information and quantification of the revision impacts.

Cash, Cash Equivalents, and Restricted Cash The reconciliation of cash, cash equivalents and restricted cash in the Condensed Consolidated Statements of Cash Flows is as follows:

Contract Assets and Liabilities The following table presents the net contract liability balances as of March 31, 2026 and December 31, 2025. As of March 31, 2026 and December 31, 2025, no contracts were in a net asset position.

During the three months ended March 31, 2026, we recognized $159 million in revenue that was included in contract liabilities as of December 31, 2025. During the three months ended March 31, 2025, we recognized $103 million in revenue that was included in contract liabilities as of December 31, 2024.

Remaining Performance Obligations Remaining performance obligations represent the transaction price of contracts for which products have not been delivered or services have not been performed. As of March 31, 2026, the aggregate amount of transaction price allocated to remaining performance obligations was approximately $2.3 billion. We expect to recognize revenue on approximately three-quarters of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter. The majority of our professional services are expected to be recognized over the next 12 months but this is contingent upon a number of factors, including customers’ needs and schedules.

We have made certain elections that affect the value of remaining performance obligations described above. We do not disclose remaining performance obligations for contracts where variable consideration is directly allocated based on usage or when the original expected duration is one year or less. Additionally, we do not disclose remaining performance obligations for contracts where we recognize revenue from the satisfaction of the performance obligation in accordance with the right to invoice practical expedient.

Accounts Receivable and Allowance for Credit Losses on Accounts Receivable The components of Accounts receivable, net are summarized as follows:

We continue to evaluate our reserves in light of the age and quality of our outstanding accounts receivable, as well as risks to specific industries or countries, and adjust the reserves accordingly. Provisions, write-offs and recoveries against the reserve for each of the three months ended March 31, 2026 and 2025 were immaterial.

Fair Value of Financial Instruments The carrying amounts of our cash and cash equivalents, accounts receivable and accounts payable approximate fair value as of March 31, 2026 and December 31, 2025. The fair values of our debt and derivative instruments are disclosed in Note 4, “Debt Obligations” and Note 10, “Derivatives and Hedging Instruments”, respectively.

We apply a fair value hierarchy when measuring and reporting items at fair value. Fair values are based on listed market prices (Level 1), when such prices are available. To the extent that listed market prices are not available, fair value is determined based on other relevant factors, including dealer price quotations (Level 2). If listed market prices or other relevant factors are not available, inputs are developed from unobservable data reflecting our own assumptions and include situations where there is little or no market activity for the asset or liability (Level 3).

As of both March 31, 2026 and December 31, 2025, the fair value of our available for sale debt securities was $9 million.

Trade Receivables Facility We maintain a trade receivables facility under which we sell certain receivables to third-party financial institutions. There have been no material changes to the facility since December 31, 2025. The total outstanding balance of trade receivables that had been sold and derecognized as of both March 31, 2026 and December 31, 2025 was approximately $200 million.

Recent Accounting Pronouncements

Accounting Pronouncements Issued But Not Yet Adopted

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the scope of interim reporting guidance and recognizes certain interim disclosure requirements. The guidance is effective for interim periods beginning after December 15, 2027, with early adoption permitted. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements or related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disclosure in the notes to financial statements, at each interim and annual reporting period, of specified information about certain costs and expenses including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. Also required is a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated. This ASU is effective for all public entities for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. We are in the process of evaluating these new disclosure requirements and the impact of adoption.

Other accounting pronouncements issued before, but not effective until after, March 31, 2026, are not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

2. GOODWILL AND PURCHASED INTANGIBLE ASSETS

The carrying amount of goodwill by segment as of March 31, 2026 and December 31, 2025 is presented in the table below.

(1)The carrying amount of goodwill for the Self-Service Banking segment is presented net of accumulated impairment losses of $16 million as of each period end.

Our acquired intangible assets, reported in Intangibles, net in the Condensed Consolidated Balance Sheets, were specifically identified when acquired, and are deemed to have finite lives. The gross carrying amount and accumulated amortization of these identifiable intangible assets are set forth in the table below.

Amortization expense related to acquired intangible assets for the three months ended March 31, 2026 and 2025 was as follows:

The estimated amortization expense for acquired intangible assets for the following periods is:

3. SEGMENT INFORMATION AND CONCENTRATIONS

We are organized primarily based on our operating model, management structure and organizational responsibilities. Resources are allocated and segment performance is assessed by our President and Chief Executive Officer, whom we have determined to be our Chief Operating Decision Maker (“CODM”). Ourthree reportable segments are as follows:

•Self-Service Banking—Provides ATM hardware, software and related services to financial institutions, including installation, maintenance, and professional services. The segment also offers ATM as a Service (“ATMaaS”) solutions that provide end-to-end management of ATM channels, including back office operations, cash management, software management and ATM deployment.

•Network—Provides financial institutions, financial technology companies and retailers with access to our network of ATMs and multi-function financial services kiosks, enabling cash withdrawals, deposits and digital-to-cash conversion services. The segment also provides ATM branding, ATM management services and digital asset access services through LibertyX.

•Telecommunications & Technology (“T&T”)—Provides managed network and infrastructure services to enterprise clients through relationships with communications service providers and technology manufacturers. Services include professional, field, and remote support for networking technologies.

Corporate income and expenses not allocated to segments includes income and expenses related to corporate functions that are not specifically attributable to an individual reportable segment. Other income and expenses not allocated to segments includes certain other immaterial business operations that do not represent a reportable segment, including commerce-related operations in countries that Voyix exited that are aligned to us, and revenues from commercial agreements with Voyix.

Our segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the CODM in assessing segment performance and in allocating the Company’s resources. We evaluate the performance of our segments and allocate resources to them based on revenue and Adjusted EBITDA. We determine Adjusted EBITDA based on GAAP net income (loss) attributable to NCR Atleos plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus acquisition-related costs, including costs related to the Brink’s transaction; 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. We consider these adjustments non-operational or non-recurring in nature and we exclude them from the Adjusted EBITDA metric utilized by our CODM in evaluating segment performance.

The CODM uses segment Adjusted EBITDA in the annual budgeting and forecasting process for all segments. The CODM considers budget-to-actual variances for their profit measure on a monthly basis when making decisions about allocating capital and resources to the segments.

Assets are not allocated to segments, and thus are not included in the assessment of segment performance. Consequently, we do not disclose total assets by reportable segment.

The accounting policies used to determine the results of our operating segments are the same as those utilized for the Condensed Consolidated Financial Statements as a whole. Inter-segment sales and transfers are not material.

The following tables present revenue, significant segment expenses and Adjusted EBITDA by segment for the three months ended March 31, 2026 and 2025.

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

(2) Adjusted cost of products, Adjusted cost of services and Adjusted SG&A and R&D expenses are determined by excluding, as applicable: acquisition-related costs, including costs related to the Brink’s transaction; pension settlements, pension curtailments and pension special termination benefits; separation-related costs; amortization of acquisition-related intangibles; transformation and restructuring charges (which includes integration, severance, divestiture and other exit and disposal costs); and other non-recurring or unusual items from the cost of products, cost of services, selling, general and administrative expenses (“SG&A”), and research and development expenses (“R&D”) as presented on the statement of operations. These amounts are presented consistent with how they are viewed by the CODM. The costs are calculated consistent with our definition of Adjusted EBITDA, which is our measure of segment profit or loss, except that these amounts include depreciation and amortization expense. We believe these measures are useful for investors because they may provide a more complete understanding of our underlying operational performance, as well as consistency and comparability with past reports of financial results.

(3)Primarily includes an adjustment for depreciation and amortization expense to reconcile segment results to Adjusted EBITDA, which is our segment measure of profit or loss.

(4) Represents our indemnification of certain legal and environmental remediation-related costs shared with Voyix. Refer to Note 8, “Commitments and Contingencies”, for further details on these matters.

(5)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 exchange rate fluctuations. 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.

The following table presents recurring revenue and all other products and services revenue that we recognize at a point in time:

(1)Recurring revenue includes all revenue streams from contracts where there is a predictable revenue pattern that will occur at regular intervals with a relatively high degree of certainty. This includes hardware and software maintenance revenue, processing revenue, interchange and network revenue, Bitcoin-related revenue, and certain professional services arrangements, as well as term-based software license arrangements that include customer termination rights.

Revenue is attributed to the geographic area to which the product is delivered or in which the service is provided. The following table presents our revenue by geographic area:

4. DEBT OBLIGATIONS

The following table summarizes our short-term borrowings and long-term debt:

Senior Secured Credit Facility We are party to a credit agreement which provides for senior secured term loan facilities and a revolving credit facility. The term loan facilities consist of Term A-1 Loans and Term A-2 Loans with a maturity of October 16, 2028, and Term B Loans with a maturity of April 16, 2029. The revolving credit facility matures on October 16, 2028 and includes commitments of $600 million.

As of March 31, 2026, the term loan facilities had an aggregate principal amount of $1,580 million, of which $1,263 million remained outstanding. Borrowing under the revolving credit facility totaled $205 million, with $29 million of outstanding letters of credit. We had $366 million of remaining borrowing capacity under the revolving credit facility.

Borrowings under the credit agreement bear interest at rates based on the Secured Overnight Financing Rate (“SOFR”) or a base rate, plus an applicable margin.

Senior Secured Notes As of March 31, 2026 and December 31, 2025, we had $1,350 million aggregate principal amount of 9.500% senior secured notes due in 2029 (the “Notes”).

In connection with the Mergers, on March 11, 2026, we received the requisite consents from holders of our Notes and entered into a supplemental indenture to amend the defined term “Change of Control” to provide that the Mergers will not constitute a Change of Control and to add or amend certain other defined terms related to the Change of Control put provisions contained in the indenture governing the Notes (collectively, the “CoC Put Waiver”). As a result of the CoC Put Waiver, we are not required to repurchase any portion of the Notes as a result of the consummation of the Mergers. The supplemental indenture became effective immediately upon execution, but the CoC Put Waiver will not become operative until immediately prior to the effective time of the First Merger and will cease to be operative if the First Merger is not consummated or we do not pay the consent fee to the paying agent on behalf of the holders.

Other Debt As of March 31, 2026, we had $2 million debt outstanding under our master loan agreement with Banc of America Leasing & Capital LLC, with a weighted average interest rate of 7.17% and a weighted average term of 0.9 years. As of December 31, 2025, debt outstanding under this agreement was $3 million with a weighted average interest rate of 7.17% and a weighted average term of 1 year.

Fair Value of Debt We utilized Level 2 inputs to measure the fair value of our long-term debt, which, as of March 31, 2026 and December 31, 2025 was $2,973 million and $2,975 million, respectively.

In connection with the Mergers, we are subject to customary interim operating covenants that restrict, subject to certain exceptions, the incurrence of additional indebtedness, including guarantees and other credit support arrangements.

5. INCOME TAXES

Income tax provisions for interim (quarterly) periods are based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items.

Income tax expense was $11 million for the three months ended March 31, 2026 compared to $9 million for the three months ended March 31, 2025. The increase compared to the prior year period was primarily due to higher income before income taxes in the current quarter, partially offset by a lower effective tax rate. We did not recognize any material discrete tax expenses or benefits in either of the three months ended March 31, 2026 or 2025.

As of March 31, 2026, we had gross unrecognized tax benefits of $25 million. We engage in continuous discussions and negotiations with taxing authorities regarding tax matters, and we have determined that over the next twelve months we expect to resolve certain tax matters related to foreign jurisdictions.

6. STOCK COMPENSATION

We recognize expense for stock-based compensation within Operating expenses in the Condensed Consolidated Statement of Operations. Expense for stock-based awards granted to employees is based upon fair value on the grant date. Consistent with the requirements of ASC 718, Compensation-Stock Compensation, we recognize expense for all awards held by NCR Atleos employees, including converted option and restricted stock unit awards in Voyix common stock.

Stock-based compensation expense for the three months ended March 31, 2026 and 2025 was as follows:

On March 10, 2026, the Company granted time-based restricted stock units under the 2023 Stock Incentive Plan to its executive officers and certain eligible employees. These restricted stock units have a weighted-average grant date fair value of $44.56 and vest 25% on February 16, 2027,25% on February 16, 2028, and 50% on February 16, 2029, subject to continuous employment with the Company through and until the vesting date. We recognize expense for these awards over the requisite service period.

The time-based restricted stock units granted to executive officers are subject to a mandatorytwo-year post-vesting holding period. A discount for lack of marketability of 13.26% was calculated using the Finnerty put-option model and applied to the awards subject to post-vesting restrictions. The resulting fair value of the awards subject to post-vesting restrictions was $38.65.

The Finnerty model uses the price of a put option to estimate the cost of insuring the value of the award against downside risk during the holding period. We calculated expected volatility of 42.16% for these restricted stock units using the historical volatility of our stock over a period of approximatelytwo years. The expected dividend yield was assumed to bezero, as we have not announced plans to pay dividends on our common stock.

As of March 31, 2026, the total unrecognized compensation cost related to unvested restricted stock grants was $74 million, which we expect to recognize over a weighted average period of approximately 2.3 years.

7. EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost (income) for our company-sponsored pension plans for the three months ended March 31, 2026 and 2025, were as follows:

The components of net periodic benefit cost (income) for our company-sponsored postretirement plan were immaterial for each of the three months ended March 31, 2026 and 2025.

The components of net periodic benefit cost (income) for our postemployment plans for the three months ended March 31, 2026 and 2025, were as follows:

For all of our company-sponsored plans, the components of net periodic benefit cost (income) other than net service cost are recorded in Other income (expense), net in the Condensed Consolidated Statements of Operations.

Employer Contributions

For the three months ended March 31, 2026, we contributed $1 million to our international pension plans and $10 million to our U.S. pension plan. We anticipate contributing an additional $3 million to our international pension plans and $38 million to our U.S. pension plan, resulting in total expected contributions of $4 million and $48 million, respectively, in 2026.

For the three months ended March 31, 2026, we made immaterial contributions to our postretirement plan. We do not anticipate making material contributions for the remainder of 2026.

For the three months ended March 31, 2026, we contributed $7 million to our postemployment plans. We anticipate contributing an additional $1 million to these plans during the remainder of 2026.

8. COMMITMENTS AND CONTINGENCIES

In the normal course of business, we are subject to various proceedings, lawsuits, claims and other matters, including, for example, those that relate to the environment and health and safety, labor and employment, employee benefits, import/export compliance, patents or other intellectual property, data privacy and security, product liability, warranty claims, commercial disputes and regulatory compliance, among others. Other than as stated below, we do not currently expect to incur material capital expenditures or other liabilities related to such matters. However, there is no assurance that the actual amounts required to satisfy alleged liabilities from various lawsuits, claims, legal proceedings and other matters, will not exceed the amounts reflected in our Condensed Consolidated Financial Statements. Additionally, we are subject to diverse and complex laws and regulations, including those relating to corporate governance, public disclosure and reporting, environmental safety and the discharge of materials into the environment, product safety, import and export compliance, data privacy and security, antitrust and competition, government contracting, anti-corruption, and labor and human resources, which are subject to many possible changes in the future. We have reflected all liabilities in the Condensed Consolidated Financial Statements when a loss is considered probable and reasonably estimable.

We provide our customers with indemnification rights, subject to limitations and exceptions. On limited occasions we will undertake to indemnify a customer for business, rather than contractual, reasons. From time to time, we enter into agreements in connection with acquisition and divestiture activities that include indemnification obligations. Historically, we have not recorded a liability in connection with these indemnifications.

We also share liability with NCR Voyix (“Voyix”) for certain environmental liabilities and legal matters as a result of our spin-off from Voyix in 2023.

Shared Environmental Matters

We share liability with Voyix for certain investigatory and remedial activities and related litigation at facilities formerly owned or operated by Voyix, to comply, or to determine compliance, with environmental laws (the “Shared Environmental Matters”). We are responsible for 50% of the costs and liabilities to the extent Voyix’s annual costs, net of any insurance proceeds and third-party payments actually received, exceed $15 million. Many of the remediation costs will not be determined for several years and thus the high end of a range of possible costs cannot be quantified at this time. Voyix reports that it has made what it considers to be reasonable estimates of the low end of a range for such costs where remedies are identified or, where remedies have not yet been determined, the costs of investigations and studies for areas of the sites, and its reserve is informed by those estimates.

As of March 31, 2026, we had accrued $27 million related to these environmental matters based on the information provided by Voyix and our determination that the amount is probable and estimable. Our understanding is that the events underlying the incurrence of the environmental obligations were never part of our legacy business operations. As such, we have recorded these costs in Other income (expense), net in the Condensed Consolidated Statements of Operations.

Kalamazoo River

One of the environmental matters is the remediation and related litigations relating to Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund Site (“Kalamazoo River”). The background and legal history of Kalamazoo River is described in our 2025 Annual Report on Form 10-K.

Voyix reported as of December 31, 2025, that their total reserve for Kalamazoo River was $111 million, reported on a basis that is net of expected contributions from Voyix’s co-obligors and indemnitors, subject to when the applicable threshold is reached. Voyix’s reserve as of March 31, 2026, may be higher or lower than previously reported.

The extent of Voyix’s and, therefore, our potential liability remains subject to many uncertainties, particularly because remedy decisions and cost estimates will not be generated until times in the future and most of the work to be performed will take place through the 2030s. Voyix further reported, as of December 31, 2025, that under other assumptions or estimates for possible costs of remediation, which Voyix does not consider to be reasonably estimable or verifiable, it is possible that Voyix’s reserve for Kalamazoo River could be more than approximately double its reflected reserve.

Environmental Remediation Estimates

It is difficult to estimate the future financial impact of environmental laws, including potential liabilities. We record environmental provisions when it is probable that a liability has been incurred and the amount or range of the liability is reasonably estimable. Where liabilities are not expected to be quantifiable or estimable for a period of years, the estimated costs of investigating those liabilities are recorded as a component of the reserve for that particular site. Reserves are adjusted as further information develops or circumstances change. Where our environmental liabilities result from the Shared Environmental Matters, we will rely on information shared with us by Voyix, who is controlling these matters, with respect to determining the amount of potential liability. We expect that the amounts reserved from time to time will be paid out over the period of investigation, negotiation, remediation and restoration for the applicable sites.

Shared Legal Matters

In November 2015, in Hoak, et al. v. Plan Administrator of the Plans of NCR Corporation, participants and beneficiaries of certain deferred compensation retirement plans sponsored by NCR Corporation (collectively, the “Plan”) filed a putative class action lawsuit against NCR Corporation, now Voyix, and other defendants, alleging the defendants breached the plan agreements by, among other things, paying lump sum payments based on mortality tables and actuarial calculations upon termination of the Plan. The court certified a class in 2017.

On June 10, 2024, the trial court entered final judgment and ordered Voyix to calculate the “benefits due” to the Plan participants, including pre-judgment interest, based on the sum that would have been sufficient to allow each participant to purchase a replacement annuity using discount rates prescribed by the Pension Benefit Guaranty Corporation in effect as of the February 25, 2013 termination date. Voyix filed a notice of appeal on July 2, 2024. After hearing oral arguments on August 12, 2025, the appellate court affirmed the trial court judgment on August 26, 2025. On October 7, 2025, Voyix filed a petition for rehearing en banc, which the court denied on December 3, 2025. In February 2026, the matter was remanded back to the district court for further proceedings to finalize the amount owed to plaintiffs. Prior to resolution by the court, in April 2026, the parties reached a settlement to resolve all issues associated with damages owed to plan participants, interest, and attorney’s fees. The settlement will need to be approved by the court before it is finalized. Voyix reports that it intends to seek reimbursement of the settlement amount from its insurance carriers to the extent of its coverage under applicable fiduciary liability insurance policies.

We evaluated the settlement and, after consulting with Voyix, concluded that, as of March 31, 2026, a loss of up to $24 million, representing our obligation to indemnify Voyix for 50% of the settlement amount, is probable and estimable and, therefore, increased our accrual to reflect this amount.

9. EARNINGS PER SHARE

Basic earnings per share (“EPS”) is calculated by dividing net income or loss attributable to Atleos by the weighted average number of shares outstanding during the period.

In computing diluted EPS, we evaluate and reflect the maximum potential dilution, for each issue or series of issues of potential common shares in sequence from the most dilutive to the least dilutive. We adjust the denominator used in the basic EPS computations, subject to anti-dilution requirements, to include the dilution from potential shares resulting from the issuance of restricted stock units and stock options.

The components of basic earnings per share are as follows:

The components of diluted earnings per share are as follows:

Diluted earnings per share for the three months ended March 31, 2026 and 2025 excluded the effect of 0.1 million and 2.1 million shares of common stock, respectively, that may be issued in connection with restricted stock units and stock options because such effect would be antidilutive.

10. DERIVATIVES AND HEDGING INSTRUMENTS

We are exposed to a wide variety of risks arising from both our business operations and economic conditions which we manage principally through management of our core business activities. Where deemed appropriate, to manage the impact of these exposures on earnings and/or cash flows, we may enter into a variety of derivative financial instruments. We do not hold or issue derivative financial instruments for trading or speculative purposes.

Foreign Currency Exchange Risk A substantial portion of our operations are located outside the U.S. and, as such, our results can be significantly impacted, both positively and negatively, by changes in foreign currency exchange rates.

Our risk management strategy may include hedging, on behalf of certain subsidiaries, a portion of our forecasted, foreign currency denominated cash flows. We generally designate and account for foreign currency exchange contracts as cash flow hedges of forecasted transactions when they are determined to be highly effective.

We may also utilize forward foreign currency exchange contracts to hedge exposures of assets and liabilities denominated in foreign currencies. We recognize the gains and losses on these types of hedges in earnings as exchange rates change.

Interest Rate Risk We may elect to manage interest rate risk associated with our vault cash rental obligations and floating- rate debt through the use of derivative financial instruments.

To manage differences in the amount, timing and duration of known or expected cash payments related to our floating-rate debt and vault cash agreements, we have entered into interest rate swap contracts. We designate these contracts as cash flow hedges of forecasted transactions when they are determined to be highly effective. Payments and receipts related to interest rate swap contracts are included in Operating Activities in the Condensed Consolidated Statements of Cash Flows.

In 2025, we terminated certain interest rate swap contracts associated with our floating-rate debt and U.S. Dollar vault cash agreements for cash proceeds of $13 million. The related deferred gains recorded in AOCI are being reclassified to Cost of services and Interest expense through December 31, 2027, consistent with the original hedge terms.

As of March 31, 2026, we had interest rate swap contracts with aggregate notional amounts of $2.0 billion and fixed rates ranging from 4.294% to 4.306%, with maturities through March 31, 2027. These contracts are designated as cash flow hedges of the floating-rate interest associated with our U.S. Dollar vault cash agreements. Amounts recorded in AOCI will be reclassified to Cost of services as payments are made on our vault cash rental obligations. As of March 31, 2026 and December 31, 2025, the AOCI balance related to interest rate derivatives was a net loss of $9 million and $16 million, respectively.

The following table indicates the location and fair value of derivative assets and liabilities reported in our Condensed Consolidated Balance Sheets, as well as the applicable fair value hierarchy levels. There were no changes in valuation techniques and no transfers between levels 1, 2, or 3 during the periods presented.

As of March 31, 2026, there were $10 million of pre-tax losses related to cash flow hedges deferred in AOCI that are expected to be reclassified to income over the 12-month period ending March 31, 2027. The actual amounts that will be reclassified to income over the next 12 months will vary from this amount as a result of changes in market conditions.

Gains and losses reclassified from AOCI into the Condensed Consolidated Statements of Operations are recorded within Cost of services and Interest expense. The effects of derivative instruments on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025 were as follows:

Amounts recorded in our Condensed Consolidated Statements of Operations related to fair value changes and settlements of foreign currency forward contracts not designated as hedges for the three months ended March 31, 2026 and 2025, were as follows:

Concentration of Credit Risk

We may be subject to concentrations of credit risk on accounts receivable, financial instruments such as hedging instruments, and cash and cash equivalents. Credit risk includes the risk of nonperformance by counterparties and the maximum potential loss may exceed the amount recognized on our Condensed Consolidated Balance Sheets. Exposure to credit risk is managed through credit approvals, credit limits, the selection of major financial institutions as counterparties to hedging transactions and monitoring procedures. As of March 31, 2026 and December 31, 2025, we did not have any major concentration of credit risk related to financial instruments.

Our business often involves large transactions with customers, and if one or more of those customers were to default on its obligations under applicable contractual arrangements, we could be exposed to potentially significant losses. We believe that our reserves for potential losses are adequate.

11. ACCUMULATED OTHER COMPREHENSIVE INCOME

Changes in Accumulated Other Comprehensive Income (Loss) by Component

Reclassifications From AOCI

12. INVENTORIES

The components of Inventories were as follows:

13. REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

As discussed in Note 1, “Basis of Presentation and Significant Accounting Policies”, we identified misstatements in the second and third quarters of 2025 impacting prior period financial statements relating primarily to incorrect recognition of subscription software-related revenue, the incorrect treatment of certain network-related revenue and costs, and remeasurement of indirect taxes denominated in foreign currencies. These misstatements were determined to be immaterial, both individually and in the aggregate, to any previously issued interim or annual consolidated financial statements. We have included in this footnote the impact of the misstatements to the previously issued comparative financial information included in this filing.

The following table sets forth our results of operations for the three months ended March 31, 2025, which have been adjusted to reflect the impact of the immaterial revisions.

The revision impacts to our Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 are shown below:

The statement of cash flows has been updated to reflect the changes to net income and the balance sheet, with no impact to net cash provided by operating activities, as the adjustments did not impact the total operating, investing, or financing cash flows for the period presented. The revision impacts to our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 are shown below:

The Condensed Consolidated Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2025 presented within this Form 10-Q corrects the balance of retained earnings and AOCI, as disclosed in the table below.