NCR Atleos Corp: Form 10-Q for the period ended Sep 30, 2025

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

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 quarter 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 Condensed Consolidated Statements of Operations by comparing the results for the three and nine months ended September 30, 2025 to the results for the three and nine months ended September 30, 2024.
• Financial condition, liquidity and capital resources. This section provides an analysis of our cash flows and a discussion of our contractual obligations at September 30, 2025.

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

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 ATM and interactive teller machine technology, including software, services, hardware and our proprietary Allpoint network. While we provide all our solutions on a modular basis, we have also assembled these capabilities into a turnkey, end-to-end platform which we have branded ATM as a Service (“ATMaaS”).

Our segments consist of the following:

• Self-Service Banking - Offers solutions to enable customers in the financial services industry to reduce costs, generate new revenue streams and enhance customer loyalty. These solutions include a comprehensive line of ATM hardware and software, and related installation, maintenance, and managed and professional services. We also offer ATMaaS to manage and run the ATM channel end-to-end for financial institutions that includes back office, cash management, software management and ATM deployment, among others.
• Network - Provides a cost-effective way for financial institutions, financial technology companies (“fintechs”), neobanks, and retailers to reach and serve their customers through our network of ATMs and multi-functional financial services kiosks. We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to our ATM network, including our proprietary Allpoint network, providing convenient and fee-free cash withdrawal and deposit access to their customers and cardholders, as well as the ability to convert a digital value to cash, or vice versa, via ReadyCode (formerly

Pay360). We also provide ATM branding solutions to financial institutions, ATM management and services to retailers and other businesses, and our LibertyX solution gives consumers the ability to buy and sell Bitcoin.

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

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

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

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 intend to build on our leadership in self-service banking and ATM networks to meet global demand for ATM access and leverage new ATM transaction types, including digital currency solutions, to drive market growth. We also expect to continue shifting to a highly recurring revenue model to drive stable cash flows and returns to stockholders.

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

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

Cybersecurity Risk Management

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

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

Impacts from Geopolitical and Macroeconomic Challenges

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

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

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

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 consumer traffic through such locations. We typically experience an increase in transaction volume during the summer months, aided by increased vacation and holiday travel. This seasonality causes our working capital cash flow requirements to vary from quarter to quarter depending on variability in the volume, timing and mix of sales. We expect the fluctuations in transaction volumes to continue. For further information on the seasonality of our business, see Item 1, “Business - Seasonality”, in our 2024 Form 10-K/A.

RESULTS OF OPERATIONS

Key Strategic Financial Metrics

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

Recurring revenue as a percentage of total revenue

In millions

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

In millions

(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(1) as a percentage of total revenue

In millions

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

In millions

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

Other performance metrics

In millions, unless otherwise noted

39

(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.

Use of Certain Terms

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

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

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

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

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)

41

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)

Consolidated Results

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

In millions

42

In millions

(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.

Revenue

In millions

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

In millions

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

Gross Margin

In millions

Gross margin as a percentage of revenue for the three months ended September 30, 2025 increased to 24.2% compared to 23.9% for the three months ended September 30, 2024. The increase was driven by an improved mix in 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 26.1% to 26.5% due to the same factors as discussed above.

In millions

Gross margin as a percentage of revenue for the nine months ended September 30, 2025 increased to 23.6% compared to 22.6% for the nine months ended September 30, 2024, and adjusted gross margin as a percentage of revenue (non-GAAP) increased from 24.8% to 25.8%. These increases primarily resulted from the factors discussed above.

Selling, General and Administrative Expenses

In millions

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

In millions

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

Research and Development Expenses

In millions

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

In millions

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

Interest Expense

In millions

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

In millions

Interest expense decreased $33 million for the nine months ended September 30, 2025 relative to the same period in 2024 due to the factors discussed above. Refer to Note 4, “Debt Obligations”, for further details regarding our outstanding debt.

Other Income (Expense), net

Other expense increased $4 million for the three months ended September 30, 2025 relative to the prior year period. The increase was primarily attributable to losses on an equity method investment and expense for non-income based taxes.

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

In millions

Income Taxes

In millions

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

Income tax expense for the three months ended September 30, 2025 was $7 million compared to $10 million for the comparative period. The change was driven by a lower estimated annual effective income tax rate, primarily attributable to the enactment of the One Big Beautiful Bill Act (“OBBBA”), which reduced the 2025 interest expense disallowance, resulting in a lower valuation allowance. For each of the three months ended September 30, 2025 and 2024, we did not recognize any material discrete tax expenses or benefits.

Income tax expense for the nine months ended September 30, 2025 was $35 million compared to $18 million for the comparative period. The increase was primarily due to higher income before tax. For the nine months ended September 30, 2025, we recognized a $6 million expense related to a change in our estimated deferred tax provision, offset by a $4 million benefit related to the release of reserves for uncertain tax positions. For the nine months ended September 30, 2024, we recognized a $16 million benefit related to provision to return adjustments.

We are subject to numerous federal, state and foreign tax audits. While certain 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 2025 or future periods.

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 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 tables show our Self-Service Banking segment revenue by product and segment Adjusted EBITDA for the three and nine months ended September 30, the relative percentage that those amounts represent to Self-Service Banking segment revenue and the change in those amounts year-over-year.

In millions

In millions

Self-Service Banking revenue increased 11% for the three months ended September 30, 2025 compared to the prior year period. Hardware revenue increased 25%, based on demand related to the industry refresh cycle. ATMaaS solutions grew 37%, with more banks continuing to outsource more software and services.

Adjusted EBITDA increased 21% for the three months ended September 30, 2025 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.

For the nine months ended September 30, 2025, Self-Service Banking revenue increased 7% compared to the prior year period. ATMaaS solutions grew 32%, with banks continuing to outsource more software and services. Additionally, hardware revenue increased based on demand related to the industry refresh cycle and newer ATM models.

Adjusted EBITDA for the nine months ended September 30, 2025 increased 20% compared to the prior year period as a result of the factors described above.

Network

The following tables show our Network segment revenue by product and segment Adjusted EBITDA for the three and nine months ended September 30, the relative percentage that those amounts represent to Network segment revenue and the change in those amounts year-over-year.

In millions

In millions

Network revenue for the three months ended September 30, 2025 decreased 1% compared to the prior year period. The decrease was primarily due to a decline in withdrawal volumes due to U.S. immigration policies, partially offset by increases in certain international markets.

Adjusted EBITDA decreased 9% for the three months ended September 30, 2025 compared to the prior year period, driven by an increase in vault cash cost as the amortization of gains on terminated derivatives expired and a decrease in revenue. These impacts were partially offset by gains from the sale-leaseback of certain owned ATMs and ongoing productivity improvements.

Network revenue for the nine months ended September 30, 2025 decreased 2% compared to the prior year period. Withdrawal volumes decreased due to U.S. immigration policies, and transaction volume declines resulted in a decrease in Bitcoin-related revenue. These decreases were partially offset by increases in certain international markets.

Adjusted EBITDA for the nine months ended September 30, 2025 decreased 8% compared to the prior year period for the reasons discussed above.

Telecommunications & Technology (T&T)

The following tables show our T&T segment revenue by product and segment Adjusted EBITDA for the three and nine months ended September 30, the relative percentage that those amounts represent to T&T segment revenue and the change in those amounts year-over-year.

In millions

48

In millions

T&T revenue for the three months ended September 30, 2025 decreased 13% compared to the prior year period due to decreases in hardware maintenance and installation revenue, and a decrease in hardware revenue driven by a decline in customer projects.

Adjusted EBITDA decreased 11% for the three months ended September 30, 2025 compared to the prior year period due to the decrease in revenue described above.

For the nine months ended September 30, 2025, T&T revenue decreased 16% and Adjusted EBITDA decreased 7% compared to the prior year period for the reasons discussed 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 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 Atleos’ 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 nine months ended September 30, is as follows:

In millions

49

Net cash provided by operating activities decreased $139 million for the nine months ended September 30, 2025 relative to the comparative period. The decrease was driven by the timing of cash payments to our vendors, including cash settlement payments to our merchant partners, which are impacted by the weekday on which the period closes. Additionally, in 2024 we deferred our fourth-quarter U.S. federal income tax payment of $14 million, with payment occurring in the second quarter of 2025. Operating cash flow was also negatively impacted by additional investments in inventory and higher contributions to our company-sponsored benefit plans in the current period.

Cash used in investing activities decreased by $22 million for the nine months ended September 30, 2025 relative to the prior year period. Proceeds from the sale of property, plant and equipment increased $36 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 $11 million and capitalized software of $13 million.

Cash used in financing activities for the nine months ended September 30, 2025 increased by $53 million relative to the prior year period, primarily due to net repayments on our term loan credit facilities of $35 million, a reduction in net borrowings under the revolving credit facility of $25 million and higher acquisition holdback payments of $11 million. These were partially offset by an increase in proceeds from employee stock plans of $4 million.

Long Term Borrowings Our Senior Secured Credit Facility consists of term loan facilities in an aggregate principal amount of $1,580 million, of which $1,334 million was outstanding as of September 30, 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 $225 million was outstanding as of September 30, 2025. The Revolving Credit Facility also contains a sub-facility to be used for letters of credit. As of September 30, 2025, we had $27 million in letters of credit outstanding.

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.

As of September 30, 2025, we had $1,350 million in aggregate outstanding principal balance on our 9.500% senior secured notes due in 2029.

See Note 4, “Debt Obligations”, to the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report for further information on our debt.

Employee Benefit Plans In 2025, we expect to make contributions of $7 million to our international pension plans, $23 million to our U.S. pension plan, $23 million to our post-employment plans, and $1 million to our postretirement plan. For additional information, refer to Note 8, “Employee Benefit Plans”, to the Condensed Consolidated Financial Statements.

Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by our foreign subsidiaries at September 30, 2025 and December 31, 2024 was $288 million and $329 million, 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 of Directors approved a Share Repurchase Program, authorizing the repurchase of shares of the Company’s common stock in an aggregate amount up to $200 million. The repurchase program is for 24 months but does not obligate us to acquire a specific number or dollar amount of shares. We may repurchase shares of common stock from time to time using a variety of methods, including through open market purchases, privately negotiated transactions, and other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The timing, manner, price and amount of any repurchases will be determined by the Company, in its discretion, and will depend on a variety of factors, including legal requirements, price, and economic and market conditions and may be limited, suspended or discontinued at any time without prior notice. There was no share repurchase activity during the three and nine months ended September 30, 2025.

As of September 30, 2025, our cash and cash equivalents totaled $412 million and our debt totaled $2,912 million. Our borrowing capacity under our Revolving Credit Facility was $348 million at September 30, 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 our 2024 Form 10-K/A and Item 1A of Part II of this Quarterly Report on Form 10-Q (as applicable). If we are unable to generate sufficient cash from operations, or otherwise comply with the terms of our credit facilities, we may be required to seek additional financing alternatives. However, there can be no assurance that we will be able to obtain additional debt or equity financing on acceptable terms in the future.

We believe 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 September 30, 2026) material cash requirements when due, including third-party debt that we incurred in connection with the Spin-off, (ii) adequate liquidity to fund capital expenditures and (iii) flexibility to pursue 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.

Reconciliation of Adjusted Free Cash Flow-Unrestricted

The table below reconciles net cash provided by operating activities, the most directly comparable GAAP measure, to our non-GAAP measure of Adjusted free cash flow-unrestricted.

In millions

Material Cash Requirements from Contractual and Other Obligations

There have been no material changes to our contractual commitments and other commercial obligations described in Part II, Item 7 of our 2024 Form 10-K/A for the year ended December 31, 2024.

Critical Accounting Policies and Estimates

Our most critical accounting estimates pertain to revenue recognition, inventory valuation, goodwill and intangible assets, pension, postretirement and post-employment benefits, and income taxes. These are described in Part II, Item 7 of our 2024 Form 10-K/A for the year ended December 31, 2024.

Recently Issued Accounting Pronouncements

See Note 1, “Basis of Presentation and Significant Accounting Policies”, to the Condensed Consolidated Financial Statements for a discussion of recently issued accounting pronouncements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements use words such as “expect,” “anticipate,” “outlook,” “intend,” “plan,” “confident,” “believe,” “will,” “should,” “would,” “potential,” “positioning,” “proposed,” “planned,” “objective,” “likely,” “could,” “may,” and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Act. Statements that describe or relate to our plans, goals, intentions, strategies, or financial outlook, and statements that do not relate to historical or current fact, are examples of forward-looking statements. Examples of forward-looking statements in this Form 10-Q include, without limitation, statements regarding: our business and financial strategy; expectations regarding our cash flow generation and liquidity; our expectations of demand for our solutions and execution and the impact thereof on our financial results; our focus on advancing our strategic growth initiatives and transforming Atleos into a software-led service company with a higher mix of recurring revenue streams; and our expectations of Atleos’ ability to deliver increased value to customers and stockholders. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of our control. Forward-looking statements are not guarantees of future performance, and there are a number of important factors that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including those factors relating to:

• Strategy and Technology: transforming our business model, development and introduction of new solutions; competition in the technology industry, integration of acquisitions and management of alliance activities; and our multinational operations;
• Business Operations: domestic and global economic and credit conditions; tariffs and other trade measures; risks and uncertainties from the payments-related business and industry; maintenance of a significant amount of vault cash involves risk of loss and is subject to cost fluctuations based on interest rate movements; retention and attraction of key employees; defects, errors, installation difficulties or development delays; failure of third-party suppliers; a major natural disaster or catastrophic event, including the impact of pandemics and geopolitical and macroeconomic challenges; environmental exposures from historical and ongoing manufacturing activities and climate change; and the impact of data protection, cybersecurity and data privacy including any related issues;
• Finance and Accounting: our level of indebtedness; the terms governing our indebtedness; incurrence of additional debt or similar liabilities or obligations; access or renewal of financing sources; our cash flow sufficiency to service our indebtedness or fund our share repurchase program; interest rate risks; the terms governing our trade receivables facility; any lowering or withdrawal of the ratings assigned to our debt securities by rating agencies; our pension liabilities; and the write down of the value of certain significant assets;
• Law and Compliance: allegations or claims by third parties that our products or services infringe on intellectual property rights of others, including claims against our customers and claims by our customers to defend and indemnify them with respect to such claims; changes to our tax rates and additional income tax liabilities; uncertainties regarding regulations, lawsuits and other related matters; changes to cryptocurrency regulations;
• Separation: the impact of, and our ability to remediate, any current or future material weaknesses in our internal control over financial reporting; the perceived reliability of our financial statements if we are unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act; the failure of NCR Voyix Corporation (“Voyix”) to perform under various transaction agreements; our obligation to indemnify Voyix pursuant to the agreements entered into in connection with the spin-off (including with respect to material taxes) and the risk Voyix may not fulfill any obligations to indemnify Atleos under such agreements; that under applicable tax law, Atleos may be liable for certain tax liabilities of Voyix following the spin-off if Voyix were to fail to pay such taxes; that agreements binding on Atleos restrict it from taking certain actions after the distribution that could adversely impact the intended U.S. federal income tax treatment of the distribution and related transactions; potential liabilities arising out of state and federal fraudulent conveyance laws; the fact that we may receive worse commercial terms from third-parties for services previously received from Voyix; and that after the spin-off, certain of our executive officers and directors may have actual or potential conflicts of interest because of their previous positions at Voyix; and
• Our Common Stock: our stock price may fluctuate significantly; substantial sales in the public market may cause the price of our common stock to decline; dilution of ownership percentages; certain provisions in our governing documents may prevent or delay an acquisition; changes in, or the elimination of, our share repurchase program could affect our stock price and increase its volatility; the exclusive forum provision in our bylaws could limit a stockholder’s ability to bring a claim against Atleos; and actions or proposals from stockholders that do not align with our business strategies or the interests of our other stockholders.

Additional information concerning these and other factors can be found in our filings with the U.S. Securities and Exchange Commission, including our 2024 Form 10-K/A, quarterly reports on Form 10-Q, and current reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made. We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements.

Foreign Exchange Risk

As a substantial portion of our operations are located outside the United States, our results can be significantly impacted by changes in foreign currency exchange rates. We are exposed to foreign currency exchange risk with respect to our sales, profits, assets and liabilities denominated in currencies other than the U.S. Dollar. Although we use financial instruments to hedge certain foreign currency risks, we are not fully protected against foreign currency exchange rate fluctuations and our reported results of operations could be affected by changes in such rates.

To manage our exposures and mitigate the impact of currency fluctuations on the operations of our foreign subsidiaries, we hedge our main transactional exposures using foreign currency exchange contracts. This is primarily done by hedging foreign currency denominated intercompany inventory purchases by our marketing units and purchases of foreign currency denominated inputs to our manufacturing units. We also use derivatives not designated as hedging instruments consisting primarily of forward contracts to hedge foreign currency denominated balance sheet exposures. A discussion of our accounting policies for derivative instruments and further disclosures are provided in Note 11, “Derivatives and Hedging Instruments” to the Condensed Consolidated Financial Statements.

For purposes of analyzing potential risk, we use sensitivity analysis to quantify potential impacts that market rate changes may have on the fair values of our hedge portfolio related to firmly committed or forecasted transactions involving the U.S. Dollar, which represents our most significant exposure. The sensitivity analysis represents a hypothetical change in value of the hedge positions and does not reflect the related gain or loss on the forecasted underlying transaction.

• A 10% appreciation in the value of the U.S. Dollar against foreign currencies from the prevailing market rates would have resulted in a corresponding increase in the fair value of the hedge portfolio of $14 million as of September 30, 2025.
• A 10% depreciation in the value of the U.S. Dollar against foreign currencies from the prevailing market rates would have resulted in a corresponding decrease in the fair value of the hedge portfolio of $15 million as of September 30, 2025.

We expect that any increase or decrease in the fair value of the portfolio would be substantially offset by increases or decreases in the underlying exposures being hedged.

Interest Rate Risk

We are subject to interest rate risk principally in relation to variable-rate debt. Approximately 46% of our borrowings were on a fixed rate basis as of September 30, 2025. We utilize interest rate swap contracts to add stability to interest cost and to manage exposure to interest rate movements as part of our interest rate risk management strategy. Payments and receipts related to interest rate swap contracts are included in cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows.

The increase in pre-tax interest expense for the three and nine months ended September 30, 2025 from a hypothetical 100 basis point increase in variable interest rates would be approximately $5 million and $13 million, respectively, including the impact from interest rate swap agreements on our variable rate debt for the period they were outstanding. We terminated the interest swap agreements associated with our Term Loan Facilities on February 18, 2025.

As our ATM vault cash rental expense is based on market rates of interest, it is sensitive to changes in applicable interest rates in the countries in which we operate. We pay a monthly fee on the average outstanding vault cash balances in our ATMs under floating rate formulas based on a spread above various interbank offered rates. The increase in vault cash rental expense for the three months ended September 30, 2025 from a hypothetical 100 basis point increase in variable interest rates would be approximately $10 million, excluding the impact from outstanding interest rate swap agreements related to our vault cash.

Refer to Note 11, “Derivatives and Hedging Instruments” to the Condensed Consolidated Financial Statements for further information on our interest rate derivative contracts in effect as of September 30, 2025.

Concentrations of Credit Risk

We may be subject to concentrations of credit risk on accounts receivable, financial instruments, such as hedging instruments, and cash and cash equivalents. Credit risk includes the risk of nonperformance by counterparties and the maximum potential loss may exceed the amount recognized on our Condensed Consolidated Balance Sheets. Exposure to credit risk is managed through credit approvals, credit limits, the selection of major international financial institutions as counterparties to hedging transactions and monitoring procedures. As of September 30, 2025 and December 31, 2024, we did not have any major concentration of credit risk related to financial instruments.

Our business often involves large transactions with customers for which we do not require collateral, and if one or more of those customers were to default on its obligations under applicable contractual arrangements, we could be exposed to potentially significant losses. We believe that our reserves for potential losses are adequate.

Evaluation of Disclosure Controls and Procedures

Management of the Company, with the participation of its principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period. Based on their evaluation, as of September 30, 2025, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) were not effective because of the material weakness in internal control over financial reporting described below.

Material Weakness in Internal Control over Financial Reporting

In the course of preparing the Company’s unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2025, management identified a material weakness in internal control over financial reporting as described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness was identified:

• We did not design and maintain effective controls over contract cancellations and customer credits affecting the amount of revenue derived from subscription software arrangements and the related unbilled accounts receivable and contract liabilities reconciliations.

This material weakness resulted in misstatements of and a revision to our consolidated financial statements for the years ended December 31, 2024, 2023 and 2022, as well as the condensed consolidated financial statements for the quarterly periods within fiscal years 2024 and 2023, and the quarterly periods ended March 31, 2025 and June 30, 2025. Additionally, this material weakness could result in misstatements of revenue, unbilled accounts receivable, and contract liabilities or related disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

Remediation Plan of Material Weakness

We are committed to addressing the material weakness described above and have begun to implement changes to processes designed to improve our internal control over financial reporting. To date, we are designing and implementing controls, with a sufficient level of precision, to timely evaluate and review the reasonableness and supportability of unbilled accounts receivable and contract liabilities account balances attributable to subscription software arrangements, including a review of the aging of the individual unbilled receivables and the nature of the contract liabilities.

As we continue to evaluate and work to improve our internal control over financial reporting, we may decide to take additional measures to address the material weakness or modify the remediation plan described above. We believe that this action will remediate the material weakness described above; however, the material weakness will not be considered remediated until we have completed the design and implementation of the applicable controls, the controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively. At this time, we cannot provide an estimate of the costs expected to be incurred in connection with this remediation plan.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A (“Risk Factors”) of the Company’s 2024 Form 10-K/A filed on November 5, 2025.