NCR Atleos Corp (NATL)

CIK: 0001974138. SIC: 3578 Calculating & Accounting Machines (No Electronic Computers). Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Manufacturing > Industrial And Commercial Machinery And Computer Equipment > SIC 3578 Calculating & Accounting Machines (No Electronic Computers)

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1974138. Latest filing source: 0001628280-26-012576.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001974138.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001974138.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001974138-26-000009.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

Item 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, 2025 (the “2025 Form 10-K”). This quarterly report contains forward-looking statements. See the sections of the Form 10-Q titled “Cautionary Statement about 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.

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 the first and second quarters of 2025. The figures in this MD&A reflect the impact of such revisions. Refer to Note 1, “Basis of Presentation and Summary of Significant Accounting Policies”, and Note 13, “Revisions of Previously Issued Financial Statements”, in Item 1 of this Quarterly Report for additional information.

OVERVIEW

We are an industry-leading financial technology company providing self-directed banking solutions to a global customer base including financial institutions, merchants, manufacturers, retailers and consumers. We operate through three reportable segments: Self-Service Banking, Network and Telecommunications and Technology (“T&T”).

During the first quarter, we continued to pursue our focus on customer service, leveraging AI-powered diagnostics, intelligent dispatch systems and fleet-level performance management to improve ATM availability. We experienced revenue growth in our Self-Service Banking segment, driven by increased hardware sales and associated installation services, as well as continued growth in our ATM as a Service (“ATMaaS”) business. Network segment revenues were flat year over year, with growth in certain international markets offset by declines in domestic transaction volumes. Gross margin compressed slightly year over year, due to the impact of higher tariffs and increases in the cost of certain components used in manufacturing, as well as higher vault cash cost in our Network segment. We anticipate that component costs could remain elevated for the remainder of the year, which could affect gross margin in future quarters.

We are exposed to macroeconomic factors such as interest rates, foreign currency fluctuations, geopolitical tensions and shifts in global trade policies. While the impact to our first quarter results was not material, we anticipate that a prolonged conflict with Iran could negatively impact our ability to deliver products and services in certain markets, and result in an increase in transportation costs.

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, and 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 the IEEPA tariffs it had collected. On April 20, 2026, CBP began accepting submissions for certain IEEPA tariff refunds. To date, a portion of our refund claims have been accepted, and we have accrued an immaterial net receivable related to this. We continue to submit claims in anticipation of receiving a refund of the full amount we previously paid.

On February 26, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among 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 Atleos (the “First Merger”), with Atleos surviving the First Merger as a direct wholly owned subsidiary of Brink’s, and (ii) immediately following the First Merger, 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. Pursuant to the Merger Agreement, Brink’s will acquire each outstanding share of Atleos stock for $30.00 in cash, without interest, and 0.1574 shares of validly issued, fully paid and nonassessable shares of Brink’s common stock. 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. In connection with the Mergers, on March 11, 2026, we received the requisite consents from holders of our 9.500% Senior Secured Notes due 2029 (the “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

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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.

RESULTS OF OPERATIONS

Highlights of our consolidated results, which are discussed in more detail below, include:

Three months ended March 31,

Change

In millions

2026

2025

%

Product revenue

$

221 

$

189 

17 

%

Service revenue

822 

790 

4 

%

Total revenue

1,043 

979 

7 

%

Product gross margin

33 

29 

14 

%

Service gross margin

201 

203 

(1)

%

Total gross margin

234 

232 

1 

%

Selling, general and administrative expenses

130 

122 

7 

%

Research and development expenses

20 

17 

18 

%

Income from operations

84 

93 

(10)

%

Interest expense

(63)

(67)

(6)

%

Other income (expense), net

12 

(4)

400 

%

Income before income taxes

33 

22 

50 

%

Income tax expense

11 

9 

22 

%

Net income

$

22 

$

13 

69 

%

•Total revenue increased 7% or $64 million, to $1.04 billion, including $754 million of recurring revenue, compared to $979 million and $741 million, respectively, in the prior year period, driven by continued growth in ATMaaS and stronger demand for hardware and associated installation services.

•Gross margin decreased, due to the impact of higher tariffs and increases in vault cash cost and the cost of certain components used in manufacturing. Gross margin decreased 130 basis points to 22.4%, and adjusted gross margin decreased 140 basis points to 24.5%.

•Income from operations decreased 10% driven by costs incurred in connection with our workforce optimization and strategic initiatives.

•Income before income taxes increased to $33 million compared to $22 million in the prior year period, driven by a gain on divestiture of a non-core business, higher income related to our company-sponsored defined benefit plan and lower interest costs.

Key Financial and Performance Metrics

We use the following metrics in evaluating the performance of our business:

Recurring revenue is 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.

Annualized Recurring Revenue (“ARR”) is recurring revenue, excluding software licenses sold as a subscription, for the last three months multiplied by 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 achievement of our strategic goals related to the conversion of the self-service banking business to recurring revenue streams over time. ARR

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does not necessarily reflect the pattern of revenue recognition in accordance with GAAP and should not be considered a substitute for GAAP revenue.

Last twelve months average revenue per unit (“LTM ARPU”) is an operating metric for the Network segment, defined 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 achievement of our 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.

Network Managed Units are 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.

The following tables show our key financial and performance metrics for the three months ended March 31, the relative percentage that those amounts represent to total revenue, and the change in those amounts year over year.

Recurring revenue as a percentage of total revenue

Three months ended March 31,

Percentage of Total Revenue

Change

In millions

2026

2025

2026

2025

2026 vs 2025

Recurring revenue

$

754 

$

741 

72.3 

%

75.7 

%

2 

%

All other products and services

289 

238 

27.7 

%

24.3 

%

21 

%

Total Revenue

$

1,043 

$

979 

100.0 

%

100.0 

%

7 

%

Net income attributable to Atleos and Adjusted EBITDA(1) as a percentage of total revenue

Three months ended March 31,

Percentage of Total Revenue

Change

In millions

2026

2025

2026

2025

2026 vs 2025

Net income attributable to Atleos

$

22 

$

14 

2.1 

%

1.4 

%

57 

%

Adjusted EBITDA(1)

$

172 

$

172 

16.5 

%

17.6 

%

— 

%

(1) Refer to our definition of Adjusted EBITDA in the section entitled “Supplemental Information - Items Affecting Comparability.”

Three months ended March 31,

In millions, unless otherwise noted

2026

2025

Self-Service Banking

   Annualized recurring revenue

$

1,699 

$

1,602 

   Recurring revenue as a % of SSB revenue

61 

%

64 

%

   Revenue from ATMaaS arrangements

$

74 

$

57 

Network

   LTM ARPU (in thousands)

$

16.0 

$

16.1 

   Network Managed Units (in thousands)

77.7 

77.2 

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Supplemental Information - Items Affecting Comparability

We supplement the reporting of our financial information determined under generally accepted accounting principles in the United States (“GAAP”) with certain non-GAAP adjusted financial measures. Non-GAAP adjusted financial measures should be considered in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP. Our non-GAAP adjusted

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

Item 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

This section should be read in conjunction with the audited Consolidated Financial Statements and related Notes included in Item 8 of Part II of this Report. Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. See sections entitled “Forward-Looking Statements” and “Risk Factors” in Item 1A of this Annual Report on Form 10-K 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.

Our discussion within MD&A is organized as follows:

•Overview. This section contains background information on our company, summary of significant themes and events during the year as well as strategic initiatives and trends in order to provide context for management’s discussion and analysis of our financial condition and results of operations.

•Results of operations. This section contains an analysis of our results of operations presented in the accompanying Consolidated Statements of Operations by comparing the results for the year ended December 31, 2025 to the results for the year ended December 31, 2024. Refer to the section below entitled “Spin-off from NCR” for additional information regarding the basis of presentation for the year ended December 31, 2023.

•Liquidity and capital resources. This section provides an analysis of our cash flows and a discussion of our contractual obligations at December 31, 2025.

•Critical accounting estimates. This section contains a discussion of the accounting policies that we believe are important to our financial condition and results of operations and that require judgment and estimates on the part of management in their application. In addition, all of our significant accounting policies, including critical accounting policies, are summarized in Note 1, “Basis of Presentation and Significant Accounting Policies”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.

For management’s discussion of our consolidated results for the year ended December 31, 2024 in comparison with the year ended December 31, 2023, and other financial information related to fiscal year 2023, refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our 2024 amended and restated Annual Report on Form 10-K/A filed with the SEC on November 5, 2025 (the “2024 Form 10-K/A”).

OVERVIEW

BUSINESS OVERVIEW

Atleos is an industry-leading financial technology company providing self-directed banking solutions to a global customer base including financial institutions, merchants, manufacturers, retailers and consumers. Self-directed banking is a rapidly growing, secular trend that allows banking customers to transact seamlessly between various channels all for the same transaction. Our comprehensive solutions enable the acceleration of self-directed banking through automated teller machine (“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.”

Atleos operates two leading business segments focused on facilitating self-service banking through ATMs supported by a shared set of tools, systems and platforms. In addition, we operate a Telecommunications and Technology (“T&T”) segment offering managed network and infrastructure services to enterprise clients across all industries via direct relationships with communications service providers and technology manufacturers.

We manage our operations in the following segments: Self-Service Banking, Network, and T&T.

•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 other services.

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•Network - Provides a cost-effective way for financial institutions, 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. 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.

•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.

Spin-off from NCR

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.

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 2026 but will be lower as compared to 2024 and 2025.

Periods prior to Separation

On October 16, 2023, the Company became a standalone publicly traded company, and its financial statements are now presented on a consolidated basis. Prior to the Separation, the Company’s historical combined financial statements were prepared on a standalone basis and were derived from NCR’s consolidated financial statements and accounting records.

Prior to the Separation, the Consolidated Statements of Operations include all revenues and costs directly attributable to Atleos, including costs for facilities, functions and services used by Atleos. Atleos’ businesses historically functioned together with the other businesses controlled by NCR. Accordingly, Atleos relied on NCR’s corporate overhead and other support functions for its business. Therefore, certain corporate overhead and shared costs have been allocated to Atleos including (i) certain general and administrative expenses related to NCR support functions that are provided on a centralized basis within NCR (e.g., expenses for corporate facilities, executive oversight, treasury, finance, legal, human resources, compliance, information technology, employee benefit plans, stock compensation plans, and other corporate functions) and (ii) certain operations support costs incurred by NCR, including product sourcing, maintenance and support services, and other supply chain functions. These expenses have been specifically identified, when possible, or allocated based on revenues, headcount, usage or other allocation methods that are considered to be a reasonable reflection of the utilization of services provided or benefit received. Management considers that such allocations have been made on a reasonable basis consistent with benefits received but may not necessarily be indicative of the costs that would have been incurred if Atleos had been operated on a standalone basis for the periods presented. All charges and allocations for facilities, functions and services performed by NCR have been deemed settled in cash by Atleos to NCR in the period in which the cost was recorded in the Consolidated Statements of Operations.

Prior to the Separation, NCR’s external debt and related interest expense had not been attributed to the Company for the periods presented because NCR’s borrowings were neither directly attributable to the Company nor was the Company the legal obligor of such borrowings.

Prior to the Separation, the aggregate net effect of related party transactions historically settled in cash between the Company and NCR are reflected in the Consolidated Statements of Cash Flows as Related party receivables and payables within operating activities, Amounts advanced for or Repayments received from related party notes receivable in investing activities, or Proceeds from or payments on related party borrowings within financing activities. Other balances between the Company and NCR were considered to be effectively settled in the Consolidated Financial Statements at the time the transactions were recorded. The

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aggregate net effect of transactions between the Company and NCR that were not historically settled in cash had been reflected in the Consolidated Statements of Cash Flows as Net transfers from (to) NCR Corporation within financing activities.

Prior to the Separation, income tax expense and tax balances were calculated on a separate tax return basis. The separate tax return method applies the accounting guidance for income taxes to the standalone financial statements as if the Company was a separate taxpayer and a standalone company even though the Company filed as part of NCR’s tax group in certain jurisdictions prior to Separation. The Company’s portion of income tax expense for domestic, and certain jurisdictions outside the United States (“U.S.”), were deemed to have been settled in the period the related tax expense was recorded.

Periods Post Separation

For the periods subsequent to October 16, 2023, as a standalone publicly traded company, Atleos presents its financial statements on a consolidated basis. The Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K have been prepared in accordance with GAAP.

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, manufacturing 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.

STRATEGIC INITIATIVES AND TRENDS

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 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. We also expect to continue shifting to a highly recurring revenue model to drive stable cash flow.

We are continuing our transition to 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.

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.

Impacts from Geopolitical and Macroeconomic Challenges    

We continue to be exposed to macroeconomic pressures such as higher interest rates, increased logistics costs, tariffs, 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.

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. On February 20, 2026, the U.S. Supreme Court ruled that the reciprocal tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were unlawful. We continue to actively monitor tariff developments, analyze their potential impact and review actions that can be

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taken to moderate and/or minimize their effects; however, the trade policies and responses and their related impacts are rapidly evolving. The impact of these trade policy actions on our performance was immaterial in 2025.

Changing U.S. immigration policy has negatively impacted our Network segment as there have been fewer transactions with prepaid payroll cards and dynamic currency conversion transactions.

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.

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.

For further information on the risks posed to our business from geopolitical and macroeconomic factors, refer to Part I, Item 1A “Risk Factors”, of this Form 10-K, including the risk factor 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.” For further information on exposures to interest rate and foreign exchange risk, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk”, in this Form 10-K.

Impacts from Seasonality and Tourism

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 this Form 10-K.

RESULTS OF OPERATIONS

Key Strategic Financial Metrics

The following two tables show our key strategic financial metrics for the years ended December 31, the relative percentage that those amounts represent to total revenue, and the change in those amounts year-over-year.

Recurring revenue as a percentage of total revenue

Percentage of Total Revenue

Increase (Decrease)

In millions

2025

2024

2023

2025

2024

2023

2025 v 2024

2024 v 2023

Recurring revenue (1)

$

3,075 

$

3,124 

$

2,977 

70.6 

%

72.6 

%

71.1 

%

(2)

%

5 

%

All other products and services

1,279 

1,181 

1,209 

29.4 

%

27.4 

%

28.9 

%

8 

%

(2)

%

Total Revenue

$

4,354 

$

4,305 

$

4,186 

100.0 

%

100.0 

%

100.0 

%

1 

%

3 

%

(1) Refer to our definition of Recurring revenue in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms.”

Net income (loss) attributable to Atleos and Adjusted EBITDA(2) as a percentage of total revenue

Percentage of Total Revenue

Increase (Decrease)

In millions

2025

2024

2023

2025

2024

2023

2025 v 2024

2024 v 2023

Net income (loss) attributable to Atleos

$

162 

$

80 

$

(150)

3.7 

%

1.9 

%

(3.6)

%

103 

%

153 

%

Adjusted EBITDA (2)

$

830 

$

785 

$

738 

19.1 

%

18.2 

%

17.6 

%

6 

%

6 

%

(2) Refer to our definition of Adjusted EBITDA in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms.”

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Other performance metrics

In millions, unless otherwise noted

2025

2024

2023

Self-Service Banking

    Annualized recurring revenue(1)

$

1,714 

$

1,684 

$

1,525 

    Recurring revenue(1) as a % of SSB Revenue

58 

%

61 

%

59 

%

    Revenue from ATMaaS arrangements

$

258 

$

194 

$

153 

Network

    LTM ARPU(1) (in thousands)

$

16.2 

$

16.1 

$

15.1 

    Network Managed Units(1) (in thousands)

78.4 

77.8 

83.0 

(1) Refer to our definitions of Annualized recurring revenue, recurring revenue, LTM ARPU and Network Managed Units in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms.”

Non-GAAP Financial Measures and Use of Certain Terms:

Non-GAAP Financial Measures

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.

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.

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.

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.

Use of Certain Terms

Recurring revenue is 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.

Annualized Recurring Revenue (“ARR”) is an operating metric defined 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

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necessarily reflect the pattern of revenue recognition in accordance with GAAP and should not be considered a substitute for GAAP revenue.

Last twelve months average revenue per unit (“LTM ARPU”) is an operating metric for the Network segment defined 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.

Network Managed Units are 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.

Reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (Non-GAAP)

In millions

2025

% of Revenue

2024

% of Revenue

2023

% of Revenue

Net income (loss) attributable to Atleos (GAAP)

$

162 

3.7 

%

$

80 

1.9 

%

$

(150)

(3.6)

%

Interest expense, net(1)

270 

6.2 

%

309 

7.1 

%

90 

2.2 

%

Interest income

(6)

(0.1)

%

(7)

(0.2)

%

(5)

(0.1)

%

Income tax expense

27 

0.6 

%

44 

1.0 

%

237 

5.7 

%

Depreciation and amortization expense

168 

3.9 

%

176 

4.1 

%

151 

3.6 

%

Acquisition-related amortization of intangibles

95 

2.2 

%

95 

2.2 

%

98

2.3 

%

Stock-based compensation expense

34 

0.8 

%

38 

0.9 

%

68

1.6 

%

Separation costs

11 

0.3 

%

22 

0.5 

%

170 

4.1 

%

Acquisition-related costs

2 

— 

%

(5)

(0.1)

%

— 

— 

%

Transformation and restructuring costs

10 

0.2 

%

22 

0.5 

%

28 

0.7 

%

Loss on debt extinguishment

— 

— 

%

24 

0.6 

%

— 

— 

%

Pension mark-to-market adjustments

2 

— 

%

(38)

(0.9)

%

27 

0.6 

%

Voyix indemnification expense

51 

1.2 

%

14 

0.3 

%

— 

— 

%

Other (income) expense items(2)

4 

0.1 

%

11 

0.3 

%

24 

0.5 

%

Adjusted EBITDA (Non-GAAP)

$

830 

19.1 

%

$

785 

18.2 

%

$

738 

17.6 

%

(1) Includes Related party interest expense, net, as presented in the Consolidated Statements of Operations for the year ended December 31, 2023.

(2) Includes certain items reported within Other income (expense), net on the 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 Consolidated Statements of Operations.

Reconciliation of Gross Margin Rate (Gross Margin as a Percentage of Revenue) (GAAP) to Adjusted Gross Margin Rate (Adjusted Gross Margin as a Percentage of Revenue) (Non-GAAP)

2025

2024

2023

Gross Margin Rate (GAAP)

24.4 

%

23.7 

%

22.2 

%

Plus: Special Items

   Acquisition-related amortization of intangibles

1.8 

%

1.8 

%

1.5 

%

   Stock-based compensation expense

0.1 

%

0.1 

%

0.5 

%

   Separation costs

— 

%

— 

%

1.2 

%

   Transformation and restructuring

0.2 

%

0.2 

%

— 

%

Adjusted Gross Margin Rate (Non-GAAP)

26.5 

%

25.8 

%

25.4 

%

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Reconciliation of Selling, General and Administrative Expenses (“SG&A”) as a Percentage of Revenue (GAAP) to Adjusted SG&A as a Percentage of Revenue (Non-GAAP)

2025

2024

2023

SG&A as a percentage of revenue (GAAP)

11.8 

%

12.1 

%

14.0 

%

Plus: Special Items

   Acquisition-related amortization of intangibles

(0.3)

%

(0.4)

%

(0.8)

%

   Stock-based compensation expense

(0.6)

%

(0.7)

%

(1.0)

%

   Separation costs

(0.3)

%

(0.5)

%

(2.3)

%

   Transformation and restructuring

(0.3)

%

(0.2)

%

(0.2)

%

    Voyix indemnification expense

(0.5)

%

— 

%

— 

%

Adjusted SG&A as a percentage of revenue (Non-GAAP)

9.8 

%

10.3 

%

9.7 

%

Consolidated Results

The following table shows our results for the years December 31, the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year.

Percentage of Revenue (1)

Increase (Decrease)

In millions

2025

2024

2023

2025

2024

2023

2025 v 2024

2024 v 2023

Product revenue

$

1,030 

$

993 

$

1,030 

23.7 

%

23.1 

%

24.6 

%

4 

%

(4)

%

Service revenue

3,324 

3,312 

3,156 

76.3 

%

76.9 

%

75.4 

%

— 

%

5 

%

Total revenue

4,354 

4,305 

4,186 

100.0 

%

100.0 

%

100.0 

%

1 

%

3 

%

Product gross margin

204 

153 

185 

19.8 

%

15.4 

%

18.0 

%

33 

%

(17)

%

Service gross margin

857 

867 

743 

25.8 

%

26.2 

%

23.5 

%

(1)

%

17 

%

Total gross margin

1,061 

1,020 

928 

24.4 

%

23.7 

%

22.2 

%

4 

%

10 

%

Selling, general and administrative expenses

513 

521 

585 

11.8 

%

12.1 

%

14.0 

%

(2)

%

(11)

%

Research and development expenses

70 

62 

80 

1.6 

%

1.4 

%

1.9 

%

13 

%

(23)

%

Income from operations

478 

437 

263 

11.0 

%

10.2 

%

6.3 

%

9 

%

66 

%

Loss on extinguishment of debt

— 

(24)

— 

— 

%

(0.6)

%

— 

%

n/m

n/m

Interest expense

(270)

(309)

(77)

(6.2)

%

(7.2)

%

(1.8)

%

(13)

%

301 

%

Related party interest expense, net

— 

— 

(13)

— 

%

— 

%

(0.3)

%

— 

%

(100)

%

Other (expense) income, net

(19)

21 

(84)

(0.4)

%

0.5 

%

(2.0)

%

(190)

%

125 

%

Income before income taxes

189 

125 

89 

4.3 

%

2.9 

%

2.1 

%

51 

%

40 

%

Income tax expense

27 

44 

237 

0.6 

%

1.0 

%

5.7 

%

(39)

%

(81)

%

Net income (loss)

$

162 

$

81 

$

(148)

3.7 

%

1.9 

%

(3.5)

%

100 

%

155 

%

(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.

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Revenue

Percentage of Revenue(1)

Increase (Decrease)

In millions

2025

2024

2023

2025

2024

2023

2025 v 2024

2024 v 2023

Revenue

   Self-Service Banking

$

2,881 

$

2,685 

$

2,577 

66.2 

%

62.4 

%

61.6 

%

7 

%

4 

%

   Network

1,265 

1,284 

1,266 

29.1 

%

29.8 

%

30.2 

%

(1)

%

1 

%

   T&T

$

168 

$

194 

$

196 

3.8 

%

4.5 

%

4.7 

%

(13)

%

(1)

%

Total segment revenue

$

4,314 

$

4,163 

$

4,039 

99.1 

%

96.7 

%

96.5 

%

4 

%

3 

%

   Other(2)

$

40 

$

142 

$

147 

0.9 

%

3.3 

%

3.5 

%

(72)

%

(3)

%

Consolidated revenue

$

4,354 

$

4,305 

$

4,186 

100.0 

%

100.0 

%

100.0 

%

1 

%

3 

%

(1)Percentage of revenue is expressed relative to consolidated revenue.

(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.

Consolidated revenue for the year ended December 31, 2025 increased 1% compared to the year ended December 31, 2024, primarily driven by $151 million, or 4%, increase in core business segment revenues. Within this consolidated revenue growth rate, Self-Service Banking contributed 5%, offset by a reduction of approximately 2% from the T&T and Network segments compared to the prior year. The consolidated revenue growth rate was also impacted by a 2% expected reduction in other non-core revenues as the Voyix commercial agreements and commerce-related contracts continue to wind down. Growth in total segment revenues was driven by increases in hardware, software and services, including ATMaaS, offset by a slight decrease in transactional revenue.

Gross Margin

Percentage of Revenue

Increase (Decrease)

In millions

2025

2024

2023

2025

2024

2023

2025 v 2024

2024 v 2023

Total gross margin

$

1,061 

$

1,020 

$

928 

24.4 

%

23.7 

%

22.2 

%

4 

%

10 

%

Gross margin as a percentage of revenue for the year ended December 31, 2025 increased to 24.4% compared to 23.7% for the year ended December 31, 2024. The increase was driven by hardware, as well as ATMaaS growth, and was partially offset by higher vault cash interest expense. Adjusted gross margin as a percentage of revenue (non-GAAP) increased from 25.8% to 26.5% due to the same factors discussed above.

Selling, General and Administrative Expenses

Percentage of Total Revenue

Increase (Decrease)

In millions

2025

2024

2023

2025

2024

2023

2025 v 2024

2024 v 2023

Selling, general and administrative expenses

$

513 

$

521 

$

585 

11.8 

%

12.1 

%

14.0 

%

(2)

%

(11)

%

Selling, general, and administrative expenses for the year ended December 31, 2025 decreased $8 million and 30 basis points to 11.8% of revenue compared to the year ended December 31, 2024. We benefited from a continuous focus on cost optimization efforts, recognized gains on the sale-leaseback of certain owned ATMs associated with ATMasS and Network contracts and incurred lower separation-related 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 9.8%, primarily due to decreases in Voyix-related costs and labor costs.

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Research and Development Expenses

Percentage of Total Revenue

Increase (Decrease)

In millions

2025

2024

2023

2025

2024

2023

2025 v 2024

2024 v 2023

Research and development expenses

$

70 

$

62 

$

80 

1.6 

%

1.4 

%

1.9 

%

13 

%

(23)

%

Research and development expenses for the year ended December 31, 2025 increased $8 million and 20 basis points to 1.6% of revenue compared to the year ended December 31, 2024, due to an increase in employee-related costs.

Loss on Extinguishment of Debt

Increase (Decrease)

In millions

2025

2024

2023

2025 v 2024

2024 v 2023

Loss on extinguishment of debt

$

— 

$

24 

$

— 

n/m

n/m

On October 17, 2024, Atleos entered into an Amended Credit Agreement and completed financing transactions that included the refinancing of the Term Loan B Facility. In connection with the transactions, Atleos recorded a loss on extinguishment of debt of $24 million, including the write-off of discount and deferred financing fees of $17 million and a cash redemption premium of $7 million. Refer to Note 4, “Debt Obligations”, for further details on the financing transactions.

Interest Expense and Related Party Interest Expense, Net

Increase (Decrease)

In millions

2025

2024

2023

2025 v 2024

2024 v 2023

Interest expense

$

270 

$

309 

$

77 

(13)

%

301 

%

Related party interest expense, net

$

— 

$

— 

$

13 

— 

%

(100)

%

Interest expense for the year ended December 31, 2025 decreased $39 million compared to the year ended December 31, 2024. This decrease was driven by a reduction in variable interest rates on our outstanding debt following an amendment and a refinancing of our senior secured credit facility in the fourth quarter of 2024 and third quarter of 2025, respectively, 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.

Other (Expense) Income, net

In millions

2025

2024

2023

Other income (expense), net

Interest income

$

6 

$

7 

$

5 

Foreign currency fluctuations and foreign exchange contracts

(10)

(19)

(43)

Employee benefit plans

12 

60 

(22)

Bank-related fees

(15)

(15)

(14)

Voyix environmental indemnification expense

(28)

(14)

— 

Other, net

16 

2 

(10)

Total other income (expense), net

$

(19)

$

21 

$

(84)

For the year ended December 31, 2025, we recorded expense of $19 million compared to income of $21 million in the comparative period. Income related to our company-sponsored defined benefit plans decreased, driven by reductions in the discount rates. Expense related to the Voyix environmental indemnification expense increased due to the acceleration of investigatory and remedial activities at the Kalamazoo River site. These unfavorable impacts were partially offset by the gain on divestiture of a non-core business and a decrease in losses from foreign currency exchange rate movements, primarily in hyperinflationary economies.

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Income Taxes

Increase (Decrease)

In millions

2025

2024

2023

2025 v 2024

2024 v 2023

Income tax expense

$

27 

$

44 

$

237 

(39)

%

(81)

%

Income tax expense for the the twelve months ended December 31, 2025 was $27 million compared to $44 million in the prior year. The change was driven by a lower estimated annual effective income tax rate. Our effective tax rate was 14% in 2025 compared to 35% in 2024. In 2025, our tax rate benefited from $25 million release of valuation allowance offset by $9 million Foreign Derived Intangible Income decrease in benefit compared to prior year. In 2024, our tax rate benefited from $17 million Foreign Derived Intangible Income deduction and $17 million provision to return adjustments, of which $11 million is classified as U.S. tax impact on foreign income. Additionally, in 2024, our tax rate was impacted by an increase in the valuation allowance on U.S. interest expense disallowance carryforward by $32 million.

While we are subject to numerous federal, state and foreign tax audits, we believe that appropriate reserves exist for issues that might arise from these audits. Should these audits be settled, the resulting tax effect could impact the tax provision and cash flows in future periods. During 2026, the Company may resolve certain tax matters in foreign jurisdictions that could have an impact on the effective tax rate.

Segment Financial Results

We manage and report our business in the following segments: Self-Service Banking, Network, and Telecommunications & Technology (“T&T”). Our Chief Operating Decision Maker evaluates segment performance using revenue and Adjusted EBITDA. Refer to the section entitled “Non-GAAP Financial Measures and Use of Certain Terms” for our definition of Adjusted EBITDA and the reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (non-GAAP).

Services revenues include hardware maintenance revenue, transaction services revenue, managed services revenue and ATMaaS revenue. Software revenues include cloud revenue, software license and maintenance revenues, as well as professional services revenues. Transactional revenue includes payments processing revenue, interchange and network revenue and Bitcoin-related revenue. Hardware revenue primarily comprises revenue from sales of ATM hardware.

Self-Service Banking Revenue and Adjusted EBITDA

The following table shows our Self-Service Banking segment revenue by product and segment Adjusted EBITDA for the years ended December 31, the relative percentage that those amounts represent to Self-Service Banking segment revenue and the change in those amounts year-over-year.

Percentage of Segment Revenue

Increase (Decrease)

In millions

2025

2024

2023

2025

2024

2023

2025 v 2024

2024 v 2023

Revenue

Services

$

1,476 

$

1,452 

$

1,390 

51.2 

%

54.1 

%

53.9 

%

2 

%

4 

%

Software

544 

477 

406 

18.9 

%

17.8 

%

15.8 

%

14 

%

17 

%

Hardware

861 

756 

781 

29.9 

%

28.1 

%

30.3 

%

14 

%

(3)

%

Total Self-Service Banking revenue

$

2,881 

$

2,685 

$

2,577 

100.0 

%

100.0 

%

100.0 

%

7 

%

4 

%

Total Adjusted EBITDA

$

751 

$

629 

$

626 

26.1 

%

23.4 

%

24.3 

%

19 

%

— 

%

For the year ended December 31, 2025, Self-Service Banking revenue increased 7% compared to the prior year period. Hardware revenue increased 14%, based on demand related to the industry refresh cycle and newer ATM models. ATMaaS solutions grew 33%, with banks continuing to outsource more software and services.

Adjusted EBITDA for the year ended December 31, 2025 increased 19% compared to the prior year period due to profitable growth, including favorable ATMaaS revenue margins, the sale-leaseback of certain owned ATMs used in ATMaaS arrangements and continuous productivity improvements.

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Network Revenue and Adjusted EBITDA

The following table shows our Network segment revenue by product and segment Adjusted EBITDA for the years ended December 31, the relative percentage that those amounts represent to Network segment revenue and the change in those amounts year-over-year.

Percentage of Segment Revenue

Increase (Decrease)

In millions

2025

2024

2023

2025

2024

2023

2025 v 2024

2024 v 2023

Revenue

Software

32 

29 

24 

2.5 

%

2.3 

%

1.9 

%

10 

%

21 

%

Transactional

1,233 

1,255 

1,242 

97.5 

%

97.7 

%

98.1 

%

(2)

%

1 

%

Total Network revenue

$

1,265 

$

1,284 

$

1,266 

100.0 

%

100.0 

%

100.0 

%

(1)

%

1 

%

Total Adjusted EBITDA

$

359 

$

403 

$

377 

28.4 

%

31.4 

%

29.8 

%

(11)

%

7 

%

Network revenue for the year ended December 31, 2025, decreased 1% compared to the prior year period. Withdrawal transactions decreased largely due to U.S. immigration policies, and revenue from Bitcoin was lower from transaction volume declines. These decreases were partially offset by volume increases in certain international markets.

Adjusted EBITDA for the year ended December 31, 2025 decreased 11% compared to the prior year period, driven mainly by an increase in vault cash cost as the amortization of gains on terminated derivatives expired and a decrease in higher margin revenue streams largely attributed to U.S. immigration policies. These impacts were partially offset by gains from the sale-leaseback of certain owned ATMs and ongoing productivity improvements.

Telecommunications & Technology (T&T) Revenue and Adjusted EBITDA

The following table shows our T&T segment revenue by product and segment Adjusted EBITDA for the years ended December 31, the relative percentage that those amounts represent to T&T segment revenue and the change in those amounts year-over-year.

Percentage of Segment Revenue

Increase (Decrease)

In millions

2025

2024

2023

2025

2024

2023

2025 v 2024

2024 v 2023

Revenue

Services

$

158 

$

179 

$

184 

94.0 

%

92.3 

%

93.9 

%

(12)

%

(3)

%

Software

4 

5 

5 

2.4 

%

2.6 

%

2.6 

%

(20)

%

— 

%

Hardware

6 

10 

7 

3.6 

%

5.1 

%

3.5 

%

(40)

%

43 

%

Total T&T revenue

$

168 

$

194 

$

196 

100.0 

%

100.0 

%

100.0 

%

(13)

%

(1)

%

Total Adjusted EBITDA

$

31 

$

35 

$

33 

18.5 

%

18.0 

%

16.8 

%

(11)

%

6 

%

T&T revenue for the year ended December 31, 2025 decreased 13% compared to the prior year period due to decreases in hardware maintenance and installation services revenue, and a decrease in third-party hardware sales driven by a decline in customer projects.

Adjusted EBITDA for the year ended December 31, 2025 decreased 11% compared to the prior year period due to the decrease in revenue described above.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity needs in the ordinary course of business are to: (i) fund normal operating expenses; (ii) meet the interest and principal requirements of our outstanding indebtedness, including finance leases; (iii) fund capital expenditures and operating lease payments; (iv) fund indemnification payments related to legal and environmental matters; (v) meet our expected pension, postretirement and post-employment plan contributions; and (vi) fund payments related to transformation and restructuring initiatives. Our principal sources of cash are generated from operations, borrowings under our revolving credit facility and issuances of debt. We continually evaluate our liquidity requirements based on our operating needs, growth initiatives and capital resources.

We use a non-GAAP measure called “Adjusted free cash flow-unrestricted” to assess our financial performance and liquidity. We define Adjusted free cash flow-unrestricted as net cash provided by operating activities less capital expenditures, less additions to capitalized software, plus/minus the change in restricted cash settlement activity, plus proceeds from certain sale-leaseback transactions, plus pension contributions and settlements, and plus legal and environmental indemnification payments made to

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Voyix. Restricted cash settlement activity represents the net change in amounts collected on behalf of, but not yet remitted to, certain of our merchant customers or third-party service providers that are pledged for a particular use or restricted to support these obligations. These amounts can fluctuate significantly period to period based on the number of days for which settlement has not yet occurred or day of the week on which a reporting period ends. We believe Adjusted free cash flow-unrestricted is useful for investors because it indicates the amount of cash available for, among other things, investments in our existing businesses, strategic acquisitions and repayment of our debt obligations. Adjusted free cash flow-unrestricted does not represent the residual cash flow available, since there may be other non-discretionary expenditures that are not deducted from the measure. Adjusted free cash flow-unrestricted does not have a uniform definition under GAAP, and therefore our definition may differ from other companies’ definitions of this measure. This non-GAAP measure should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP.

Summarized cash flow information for the twelve months ended December 31 is as follows:

In millions

2025

2024

2023

Net cash provided by operating activities

$

356 

$

344 

$

355 

Net cash used in investing activities

$

(116)

$

(135)

$

(316)

Net cash provided by (used in) financing activities

$

(253)

$

(134)

$

31 

Net cash provided by operating activities increased $12 million for the year ended December 31, 2025 compared to the prior year period driven by higher net income and the timing of cash settlement payments to our merchant partners, which are impacted by the weekday on which the period closes. This was offset by higher contributions to our company-sponsored pension plans in the current period.

Net cash used in investing activities decreased $19 million for the year ended December 31, 2025 compared to the prior year period. Proceeds from the sale of property, plant and equipment increased $45 million, primarily due to sale-leaseback transactions on certain of our owned ATM units. We also received proceeds on divestiture of a non-core business of $11 million. These favorable impacts were partially offset by increases in capital expenditures of $30 million driven by expenditures to support ATMaaS growth, and an acquisition.

Net cash used in financing activities increased $119 million for the year ended December 31, 2025 compared to the prior year period, primarily due to a $95 million increase in the use of cash related to our focus to pay down debt in 2025, $28 million related to the share repurchase program, and higher acquisition holdback payments of $11 million. These were partially offset by an increase in proceeds from employee stock plans of $7 million.

The table below reconciles net cash provided by operating activities, the most directly comparable GAAP measure, to Atleos’ non-GAAP measure of Adjusted free cash flow-unrestricted for the years ended December 31:

In millions

2025

2024

2023

Net cash provided by operating activities (GAAP)

$

356 

$

344 

$

355 

Capital expenditures

(117)

(87)

(108)

Additions to capitalized software

(39)

(39)

(24)

Change in restricted cash settlement activity

35 

21 

(27)

Pension contributions

30 

3 

154 

Indemnification payments to Voyix

17 

— 

— 

Proceeds from ATM sale-leaseback transactions

44 

— 

— 

Adjusted free cash flow-unrestricted (non-GAAP)(1)

$

326 

$

242 

$

350 

(1)We updated the definition of Adjusted free cash flow-unrestricted (non-GAAP) in the current year to include the net impact of reduction or reinvestments in the trade receivable facility, and as such, all prior year reconciliations presented have been revised to reflect the new definition.

Long Term Borrowings The Senior Secured Credit Facility consists of term loan facilities in an aggregate principal amount of $1,580 million, of which $1,315 million was outstanding as of December 31, 2025. Additionally, the Senior Secured Credit Facility provides for a five-year Revolving Credit Facility with an aggregate principal amount of $600 million, of which $125 million was outstanding as of December 31, 2025. The Revolving Credit Facility also contains a sub-facility to be used for letters of credit, and as of December 31, 2025, there were $28 million letters of credit outstanding.

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As of December 31, 2025, we had outstanding $1,350 million in aggregate principal balance of 9.500% senior secured notes due in 2029.

On September 18, 2025, we entered into a Refinancing Facility Agreement, which modified the Amended Credit Agreement. The Refinancing Facility Agreement provided for the refinancing of our Term B Loans, which will bear interest at the Secured Overnight Financing Rate (“SOFR”) or, at our option, the Base Rate, plus, as applicable, a margin of 3.00% per annum for SOFR-based loans and 2.00% for Base Rate-based loans. See Note 4, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for further information on our debt transactions.

Employee Benefit Plans The Company made $23 million contributions to the U.S. pension plan and contributed $4 million to its international pension plans, $11 million to the postemployment plan and none to the postretirement plan in 2025. Additionally, the Company contributed $3 million to other, immaterial international pension plans in 2025. In 2026, the Company expects to contribute $48 million to its U.S. pension plan, $4 million to the international pension plans, $8 million to the postemployment plan and none to the postretirement plan. See Note 8, “Employee Benefit Plans”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for additional discussion on our pension, postemployment and postretirement plans.

Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by our foreign subsidiaries were $299 million and $329 million at December 31, 2025 and 2024, respectively. Under current tax laws and regulations, if cash and cash equivalents and short-term investments held outside the U.S. are distributed to the U.S. in the form of dividends or otherwise, we may be subject to additional U.S. income taxes and foreign withholding taxes, which could be significant.

Share Repurchase Program On July 25, 2025, our Board approved a Share Repurchase Program, authorizing the repurchase of shares of the Company’s common stock in an aggregate amount up to $200 million.

During the year ended December 31, 2025, we repurchased approximately 0.8 million shares of our common stock for an aggregate purchase price of $28 million, including commissions and fees. The repurchases were funded primarily though cash generated from operations and available liquidity and were executed pursuant to the Share Repurchase Program.

Summary As of December 31, 2025, our cash and cash equivalents totaled $456 million and our total debt, excluding discount and deferred financing fees, was $2,798 million. Our borrowing capacity under our senior secured credit facility was $447 million at December 31, 2025.

Our ability to generate positive cash flows from operations is dependent on general economic conditions, and the competitive environment in our industry, and is subject to the business and other risk factors described in Item 1A of Part I of this Report. If we are unable to generate sufficient cash flows from operations, or otherwise comply with the terms of our credit facilities, we may be required to seek additional financing alternatives. However, we cannot assure that we will be able to obtain additional debt or equity financing on acceptable terms in the future.

Management believes that our cash balances and funds provided by operating activities, along with our borrowing capacity under the senior secured credit facility and access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of our current and long-term (i.e., beyond December 31, 2026) material cash requirements when due, including third-party debt, (ii) adequate liquidity to fund capital expenditures and (iii) flexibility to meet investment opportunities that may arise. We expect to utilize our cash flows to continue to invest in our business, growth strategies, people and the communities we operate in as well as to repay our indebtedness over time.

Material Cash Requirements from Contractual and Other Obligations In the normal course of business, we enter into various contractual obligations that impact, or could impact, the liquidity of our operations. The following table and discussion outlines our material obligations as of December 31, 2025 on an undiscounted basis, with projected cash payments in the years shown:

In millions

Total Amounts

2026

2027-2028

2029-2030

2031 & Thereafter

Debt obligations

$

2,792 

$

80 

$

1,042 

$

1,670 

$

— 

Interest on debt obligations

824 

215 

406 

203 

— 

Lease obligations

232 

56 

87 

55 

34 

Purchase obligations

913 

818 

59 

23 

13 

Voyix indemnification obligations

48 

48 

— 

— 

— 

Total obligations

$

4,809 

$

1,217 

$

1,594 

$

1,951 

$

47 

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For purposes of this table, we used projected interest rates based on the reporting period to estimate the future interest on debt obligations outstanding as of December 31, 2025 and have assumed no voluntary prepayments of existing debt. See Note 4, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for additional disclosure related to our debt obligations and the related interest rate terms.

Our lease obligations are primarily for future rental amounts for our corporate offices, as well as for certain sales and manufacturing facilities in various domestic and international locations and leases related to equipment and vehicles.

Purchase obligations represent committed purchase orders and other contractual commitments for goods or services. The purchase obligation amounts were determined through information in our procurement systems and payment schedules for significant contracts.

We have a liability related to our uncertain tax positions. Due to the nature of the underlying liabilities and the extended time often needed to resolve income tax uncertainties, we cannot make reliable estimates of the amount or timing of cash payments that may be required to settle these liabilities. For additional information, refer to Note 6, “Income Taxes”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report.

Voyix indemnification obligations represent our obligations pursuant to the Separation and Distribution Agreement whereby we will indemnify Voyix for retained environmental remediation obligations and shared legal matters. The above table includes only amounts communicated to us by Voyix pursuant to the protocols set forth in the Separation and Distribution Agreement for the year ended December 31, 2026. Our obligations regarding these environmental remediation and legal matters are subject to significant uncertainties, which are out of our control and may not be resolved for many years. As such, we are not able to estimate our future contractual obligation with respect to these obligations. For additional information, refer to Note 9, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report.

Our U.S. and international employee benefit plans, which are described in Note 8, “Employee Benefit Plans”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report, could require significant future cash payments. We expect mandatory contributions of $48 million and $4 million for our U.S. and International employee benefit plans, respectively, in 2026. We do not expect further mandatory contributions until 2027 based on current funding requirements and assuming the Company does not complete any further actions, including, but not limited to, a further pre-fund or de-risking action. The funded status of Atleos’ U.S. pension plan is an underfunded position of $248 million as of December 31, 2025. The Company’s international pension plans were in a net funded position of $211 million as of December 31, 2025.

Our senior secured credit facility and the indenture for our senior secured notes include affirmative and negative covenants that restrict or limit our ability to, among other things, incur indebtedness; create liens on assets; engage in certain fundamental corporate changes or changes to our business activities; make investments; sell or otherwise dispose of assets; engage in sale-leaseback or hedging transactions; pay dividends or make similar distributions; repay other indebtedness; engage in certain affiliate transactions; or enter into agreements that restrict our ability to create liens, pay dividends or make loan repayments. Our senior secured credit facility also includes financial covenants that require us to maintain a consolidated leverage ratio not to exceed 4.25 to 1.00 on the last day of any fiscal quarter ending on or following September 30, 2025.

CRITICAL ACCOUNTING ESTIMATES

Our Consolidated Financial Statements are prepared in accordance with GAAP. In connection with the preparation of these financial statements, we are required to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosure of contingent liabilities. These assumptions, estimates and judgments are based on historical experience and are believed to be reasonable at the time. However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment. Our critical accounting policies are those that require assumptions to be made about matters that are highly uncertain. Different estimates could have a material impact on our financial results. Judgments and uncertainties affecting the application of these policies and estimates may result in materially different amounts being reported under different conditions or circumstances. Our management continually reviews these assumptions, estimates and judgments to ensure that our financial statements are presented fairly and are materially correct.

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require significant management judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result. The significant accounting policies are discussed in Note 1, “Basis of Presentation and Significant Accounting Policies”, of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report, which contains additional information regarding our accounting policies and other disclosures required by GAAP. The

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estimates that we believe are the most critical to aid in fully understanding and evaluating our reported financial results are discussed in the paragraphs below.

Revenue Recognition We enter into contracts to sell our products and services, which may be sold separately or bundled with other products and services. As a result, interpretation and judgment are sometimes required to determine the appropriate accounting for these transactions, including: (i) whether performance obligations are considered distinct that should be accounted for separately versus together, how the price should be allocated among the performance obligations, and when to recognize revenue for each performance obligation; (ii) developing an estimate of the stand-alone selling price, or SSP, of each distinct performance obligation; (iii) combining contracts that may impact the allocation of the transaction price between product and services; and (iv) estimating and accounting for variable consideration, including rights of return, rebates, expected penalties or other price concessions as a reduction of the transaction price.

Our estimates of SSP for each performance obligation require judgment that considers multiple factors, including, but not limited to, historical discounting trends for products and services, pricing practices in different geographies and industries, gross margin objectives, and internal costs. Our estimates for rebates are based on specific criteria outlined in customer contracts or rebate agreements, and other factors known at the time. Our estimates for expected penalties and other price concessions are based on historical trends and expectations regarding future occurrence.

Changes in judgments with respect to these assumptions and estimates could impact the timing or amount of revenue recognition. Additional information regarding our revenue recognition policy is included in Note 1, “Basis of Presentation and Significant Accounting Policies”, in the Notes to Consolidated Financial Statements.

Inventory Valuation We assess the valuation of our inventory on a periodic basis and make adjustments to the value to properly provide for potential exposure due to slow-moving, excess, obsolete or unusable inventory. Inventories are written down to net realizable value based on forecasted usage of parts, sales orders, technological obsolescence and inventory aging. These factors can be impacted by market conditions, technology changes, changes in strategic direction, and customer demand and require estimates and management judgment that may include elements that are uncertain. On a quarterly basis, we review the current net realizable value of inventory and adjust for any inventory exposure due to age, obsolescence, or excess of cost over net realizable value.

Goodwill Atleos tests goodwill at the reporting unit level for impairment on an annual basis during the fourth quarter or more frequently if certain events occur indicating that the carrying value of goodwill may be impaired. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include a decline in expected cash flows, a significant adverse change in legal factors or in the business climate, a decision to sell a business, unanticipated competition, or slower growth rates, among others.

In the evaluation of goodwill for impairment, we have the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of a reporting unit to its carrying amount, including goodwill. Under the qualitative assessment, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. If under the quantitative assessment the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, is determined based on the amount by which the carrying amount exceeds the fair value up to the total value of goodwill assigned to the reporting unit. Fair values of the reporting units are estimated using a weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including revenue growth rates, EBITDA margins and discount rates. Several of these assumptions vary among reporting units. The cash flow forecasts are generally based on approved strategic operating plans. The market approach is performed using the Guideline Public Companies (“GPC”) method which is based on earnings multiple data. We perform a reconciliation between our market capitalization and our estimate of the aggregate fair value of the reporting units, including considerations of a control premium.

Some of the inherent estimates and assumptions used in determining fair value of the reporting units are outside the control of management, including interest rates, cost of capital, tax rates, market revenue and EBITDA comparables and credit ratings. While we believe we have made reasonable estimates and assumptions to calculate the fair value of the reporting units, it is possible a material change could occur. If our actual results are not consistent with our estimates and assumptions used to calculate fair value, it could result in material impairments of our goodwill.

Pension, Postemployment and Postretirement Benefits We sponsor domestic and foreign defined benefit pension and postemployment plans as well as domestic postretirement plans. As a result, we have significant pension, postemployment and postretirement benefit costs, which are developed from actuarial valuations. Actuarial assumptions attempt to anticipate future

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events and are used in calculating the expense and liability relating to these plans. These factors include assumptions we make about interest rates, expected investment return on plan assets, involuntary turnover rates, and rates of future compensation increases. In addition, our actuarial consultants advise us about subjective factors such as withdrawal rates and mortality rates to use in our valuations. We generally review and update these assumptions on an annual basis at the end of each fiscal year. We are required to consider current market conditions, including changes in interest rates, in making these assumptions. The actuarial assumptions that we use may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans of participants. These differences may result in a significant impact to the amount of pension, postemployment and postretirement benefits expense we have recorded or may record. Ongoing pension, postemployment and postretirement expense impacts all of our segments. Pension mark-to-market adjustments, settlements, curtailments and special termination benefits are excluded from our segment results as those items are not included in the evaluation of segment performance. See Note 3, “Segment Information and Concentrations”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for a reconciliation of our segment results to Net income (loss) attributable to Atleos.

The key assumptions used in developing the 2025 expense for our U.S. pension plan were discount rates of 5.2% and an expected return on assets assumption of 7.0%. The U.S. plan represented 68% of our total pension obligation as of December 31, 2025. Holding all other assumptions constant, a 0.25% change in the discount rate used for the U.S. pension plan would have increased or decreased 2025 ongoing pension expense by approximately $2 million. A 0.25% change in the expected rate of return on plan assets assumption for the U.S. pension plan would have increased or decreased 2025 ongoing pension expense by approximately $2 million. Our expected return on plan assets has historically been and will likely continue to be material to net income. To determine 2026 ongoing pension expense for the U.S. plan, we intend to use a discount rate of 4.6% and an expected rate of return on plan assets of 7.5%.

The most significant assumption used in developing our 2025 postemployment plan expense was the assumed rate of involuntary turnover of 5.0%. The involuntary turnover rate is based on historical trends and projections of involuntary turnover in the future. A 0.25% change in the rate of involuntary turnover would have increased or decreased 2025 expense by an immaterial amount. The sensitivity of the assumptions described above is specific to each individual plan and not to our pension, postemployment and postretirement plans in the aggregate. We intend to use an involuntary turnover assumption of 4.7% in determining the 2026 postemployment expense.

Income Taxes We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities are determined based on the enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are anticipated to be settled or realized.

We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. Projected future taxable income is based on our expected results and assumptions as to the jurisdiction in which the income will be earned. The expected timing of the reversals of existing temporary differences is based on current tax law and our tax methods of accounting. As a result of this determination, we had valuation allowances of $243 million and $265 million as of December 31, 2025 and 2024, respectively, related to certain deferred income tax assets, primarily tax loss carryforwards, in jurisdictions where there is uncertainty as to the ultimate realization of a benefit from those tax assets.

If we are unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or the time period within which the underlying temporary differences become taxable or deductible, or if the tax laws change unfavorably, then we could be required to increase our valuation allowance against our deferred tax assets, resulting in an increase in our effective tax rate.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Consolidated Financial Statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized.

Income taxes as presented in the Consolidated Financial Statements of the Company for periods prior to the Separation attribute current and deferred income taxes of NCR to the Company’s stand-alone financial statements in a manner that is systematic, rational and consistent with the asset and liability method prescribed by Financial Accounting Standards Board Accounting Standards Codification Topic 740: Income Taxes (“ASC 740”). Accordingly, the Company’s income tax provision for periods prior to the

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Separation was prepared following the separate return method. The separate return method applies ASC 740 to the stand-alone financial statements of each member of the consolidated group as if the group members were a separate taxpayer and a stand-alone enterprise. The calculation of our income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations. As a result, actual transactions included in the Consolidated Financial Statements of NCR may not be included in the Consolidated Financial Statements of the Company. Similarly, the tax treatment of certain items reflected in the Consolidated Financial Statements of the Company may not be reflected in the Consolidated Financial Statements and tax returns of NCR. Therefore, such items as net operating losses, credit carry-forwards and valuation allowances may exist in the stand-alone financial statements that may or may not exist in NCR’s Consolidated Financial Statements. As such, the income taxes of the Company as presented in the Consolidated Financial Statements prior to the Separation may not be indicative of the income taxes that the Company will report in the future.

The provision for income taxes may change period-to-period based on non-recurring events, such as the settlement of income tax audits and changes in tax laws, as well as recurring factors including the geographic mix of income before taxes, state and local taxes and the effects of various global income tax strategies. We maintain certain strategic management and operational activities in overseas subsidiaries and our foreign earnings are taxed at rates that are generally lower than in the United States. As of December 31, 2025, we did not provide for U.S. federal income taxes or foreign withholding taxes on approximately $3.7 billion of undistributed earnings of our foreign subsidiaries as such earnings are expected to be reinvested indefinitely. The amount of unrecognized deferred tax liability associated with these indefinitely reinvested earnings is approximately $144 million.

Refer to Note 6, “Income Taxes”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for disclosures related to foreign and domestic pretax income, foreign and domestic income tax (benefit) expense and the impact of foreign taxes on our overall effective tax rate.

Cost Allocations For periods prior to the Separation from Voyix, the Consolidated Financial Statements include certain overhead and shared costs allocated to Atleos including: (i) certain general and administrative expenses related to NCR support functions that are provided on a centralized basis within NCR, including expenses for corporate facilities, executive oversight, treasury, finance, legal, human resources, compliance, information technology, employee benefit plans, stock compensation plans, and other corporate functions and (ii) certain operations support costs incurred by NCR, including professional services, product maintenance and services, product sourcing, warehousing, distribution and other supply chain support functions. These expenses have been allocated to Atleos based on a specific identification basis or, when specific identification is not practicable, a proportional cost allocation method primarily based on sales, directly identifiable actual costs, headcount, usage or other allocation methods that are considered to be a reasonable reflection of the utilization of services provided or benefit received by Atleos during the periods presented, depending on the nature of the services received.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

A discussion of recently issued accounting pronouncements is described in Note 1, “Basis of Presentation and Significant Accounting Policies”, of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report, and we incorporate by reference such discussion in this MD&A.