NATL 10-K & 10-Q changes, risk factors and insider trading

•Voyix may fail to perform under various transaction agreements that were executed as a part of the spin-off or Atleos may fail to have necessary systems and services in place when Voyix is no longer obligated to provide services under the various agreements.

In addition, as a result of our revenue generated outside of the United States, the amount of cash and cash equivalents that is held by our foreign subsidiaries continues to be significant. After the Tax Cutssignificant and Jobs Act of 2017, in general we will not be subject to additional United States taxes if cash and cash equivalents and short-term investments held outside the United States are distributed to the United States in the form of dividends or otherwise. However, we may also be subject to foreign withholding taxes, which could be significant.

The bankBank failures, such as those in 2023 and 2024, in addition to other global macroeconomic conditions, have from time to time caused a degree of uncertainty in the investor community and among bank customers, and could significantly impact the national, regional and local banking industry and the global business environment in which Atleos operates. The Company does not believe that the circumstances of these bank failures are indicators of broader issues within the banking system. However, ifIf there is a severe or prolonged economic downturn, it could result in a variety of risks to our business, including driving banking customers to tighten budgets and curtail spending, which would negatively impact our sales and business.

Our material input costs are adversely affected by tariffs imposed by the U.S. government on products imported into the United States and by trade restrictions imposed on business dealings with particular entities and/or individuals. Further trade restrictions, retaliatory trade measures and additional tariffs could result in higher input costs for our products, disrupt our supply chain and logistics, cause adverse financial impacts due to volatility in foreign exchange rates and interest rates, inflationary pressures on raw materials and energy, and heighten cybersecurity threats and other restrictions. We may not be able to fully mitigate the impact of these increased costs or pass price increases on to our customers. In addition, in response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. We cannot predict future developments, and such existing or future tariffs could have a material adverse effect on our results of operations, financial position and cash flows.

We have operations all over the world and our sites in California, Texas, Florida, and India are particularly vulnerable to climate change effects. TheIn recent years, west coast of the United States, and Los Angeles in particular, recently experienced historic wildfires; hurricanes in Texas and Florida led to massive power outages; multiple hurricanes formed over the gulf coast as well as a typhoon in the Philippines; and the Appalachian region suffered historic floods—all of which caused significant destruction to the affected regions. We anticipate that similar weather events will continue to bring significant annual destruction in vulnerable areas. In India, extreme temperatures and increased cyclones’ frequency could interrupt our business continuity arrangements. The long-term effects of climate change could have significant repercussions for the global economy and cause significant financial and physical damages to Atleos.

Climate change is also driving new regulations and customer requirements. Our vehicle fleet is a significant contributor to our overall carbon footprint. Several jurisdictions have set sunset dates for combustion engine vehicles and some customers are asking us to transition our fleet to Electric Vehicles (“EVs”). However, due to technology and infrastructure constraints, an EV is not suitable for all applications. Additionally, we project that increased use of EVs is likely to lead to increased capital expenditures and higher leasing and insurance costs, or in some cases an inability to obtain insurance due to flood risk from hurricanes and other natural disasters in certain regions.

Our products and services, including our cloud and hosted solutions as well as our payments and networking solutions, facilitate financial and other transactions for the customers in the industries we serve. As a result, we collect, use, transmit and store certain of the transaction, Bitcoin, cardholder information, private keys, and personal data of our customers and end-users. We also have access to transaction and personal data of our customers and their customers through or in the course of servicing our products or third-party products. Additionally, we collect, use and store personal data of our employees and the personnel of our business partners, such as resellers, suppliers and contractors, in the ordinary course of business. While we have programs and measures in place designed to protect and safeguard this data, and while we have implemented access controls designed to limit the risk of unauthorized use or disclosure by employees and contractors, thewe cannot provide assurances that those programs and measures will prevent cyber attacks and/or unauthorized access. The techniques used to obtain unauthorized access to this data are complex and changing, as are the underlying objectives of the attacker, like targeted business disruption, financial impact, intellectual property theft and unauthorized use, political motives, or sophisticated nation-state sponsored and organized cyber-criminal activity, and may be difficult to detect for long periods of time. An attack, disruption, intrusion, denial of service, theft or other breach, or an inadvertent act by an employee or contractor, could result in unauthorized access to, or disclosure of, this data, resulting in claims, costs and reputational harm that could adversely impact our operating results. We may also detect, or may receive notice from third parties (including governmental agencies) regarding, potential vulnerabilities in our information technology systems, our products, or third-party products used in conjunction with our products or our business. In the course of our business activities, Atleos contracts with numerous suppliers, vendors and resellers who may experience a cybersecurity, data protection or privacy issue that could adversely impact our operating results. Even if these potential vulnerabilities do not result in a data breach, their existence can adversely impact marketplace confidence and reputation. To the extent such vulnerabilities require remediation, such remedial measures could require significant resources and may not be implemented before such vulnerabilities are exploited. As the landscape evolves, we may also find it necessary to make significant further investments to protect information and infrastructure.

Like most companies, Atleos is regularly the subject of attempted cyberattacks, which may involve personal data. Most such attacks are detected and prevented by the Company’s various information technology and data protections, including but not limited to firewalls, intrusion prevention systems, denial of service detection, anomaly-based detection, anti-virus/anti-malware, endpoint encryption and detection and response software, Security Information and Event Management system, identity management technology, security analytics, and multi-factor authentication and encryption. There can be no assurance that our protections will always be successful and any failure could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption of our business, damage to our reputation, legal exposure and financial losses. Further, cyberattacks are becoming more frequent and sophisticated, including through emerging artificial intelligence technologies, which may intensify or exacerbate cybersecurity risks or introduce new risks.

The Company has established relationships with cybersecurity firms and internal cybersecurity experts, which it engages in connection with certain suspected incidents. The costs arising from those engagements, which depending on the incident may include both investigatory and remedial efforts, have not to date been material to the Company. The Company also regularlyperiodically undergoes evaluation of its protections against incidents, including both self-assessments and expert third-party assessments, and it regularlyperiodically enhances those protections, both in response to specific threats and as part of the Company’s efforts to stay current with advances in cybersecurity defense. When the Company experiences a confirmed cybersecurity incident it generally performs root cause analyses and in appropriate instances will implement additional controls based on those analyses. There can be no assurance that the Company or its cybersecurity consultants will be able to prevent or remediate all future incidents or that the cost associated with responding to any such incident will not be significant.

Our continuing ability to be a leading provider in our industry could be adversely impacted if we do not protect our intellectual property. It is critical to our strategy, and the benefits provided by our innovations and technologies, that we protect and can leverage and rely on our intellectual property, including our intellectual property rights. We protect our intellectual property, including our innovations and technologies, through intellectual property rights, including patents, copyrights, trademarks and trade secret rights. While we have numerous patents which cover various areas, we are not able to patent all of our innovations and technologies. In addition, it can take multiple years to receive a patent. We primarilytherefore also rely on our copyrights and trade secret rights, provided under the laws of the U.S. and internationally, to protect our innovations and technologies.

Protecting our intellectual property through patents and other intellectual property rights is expensive and time-consuming, which can impact our ability to obtain such protection by certain of those rights, for example, through patents.protection. As such, we may not be able to obtain protection, including through certain such rights, for some of our intellectual property. Where we are successful, it is expensive to maintain certain intellectual property rights, such as in the case of patents, which may impact our ability to maintain them, and they can be more limited than desired. Current and possible future changes to U.S. or foreign intellectual property laws and regulations, or interpretations of them, may harm our ability to obtain protection of our intellectual property, impact, or jeopardize the enforceability, validity or scope of our intellectual property rights. This along with other legal and business reasons could result in our inability to enforce, or impact the enforcement of, our intellectual property rights (including in view of the patent portfolio of third parties). We may be unable to obtain trademark protection, including trademark registrations, for our products or services and associated brands, and our existing and future trademarks may not provide us with competitive advantages or distinguish our products or services from those of our competitors. In addition, our trademarks, including registrations and applications to register them, may be contested or found to be weak, unenforceable or invalid, and we may not be able to prevent third parties from using, infringing or otherwise violating them.

Whether intellectual property infringement claims, including by customers for indemnification, have merit or not, they may require significant resources and expenses to analyze, address and defend, and can be disruptive to our business. We may not prevail in a dispute or litigation related to an intellectual property infringement claim, and damages in a successful intellectual property infringement case (including resulting from an indemnity claim from one of our customers) can be significant and can be trebled if the infringement is found to be willful. In certain circumstances, we could be subject to an injunction that might adversely impact our business. In particular, an injunction could limit our ability to provide one or more of our products and services to the extent we are unable to develop non-infringing alternatives or obtain, if available at all, a license for them. It could lead us to having to enter into a fee bearing,fee-bearing, such as a royalty bearing,royalty-bearing, licensing agreement that we would not normally find reasonable or acceptable; cause a delay to the development of our products or services; require us to stop selling all or a portion of our products and services; require us to redesign at least certain products or services or components of them using alternative non-infringing technologies, processes or practices, which could require significant effort and expense. Accordingly, an adverse outcome in an intellectual property infringement case (including one resulting from our indemnification of one of our customers) may expose us to a loss of our competitive position or expose us to significant liabilities (including costs and damages). Any of the foregoing could materially and adversely impact our business, results of operations and financial condition.

We expect new environmental, health, and safety laws and regulations that may affect us, our suppliers, and our customers. Climate change regulation in particular has been the subject of federal and state regulation in the United States as well as in other jurisdictions around the world. In particular, many of these regulations, including those related to climate disclosures, change frequently and may conflict among the various jurisdictions and countries in which we provide services. The pace of regulatory change in these areas has accelerated in recent years, and many regulatory developments are subject to increased challenge and uncertainty of application or implementation. For instance, the Corporate Sustainability Reporting Directive (“CSRD”) in Europe, the SEC’s recently adopted, but currentlythen stayed,abandoned, climate disclosure rules, and the California Climate Corporate Data Accountability Act and Climate-Related Financial Risk Act, among other similar laws, have resulted, and will continue to result, in increased compliance costs, and the failure to comply with these laws can result in significant monetary penalties. We anticipate that the direct costs associated with the various new sustainability-related regulations will be material. Additionally, we anticipate indirect costs due to regulation driven customer requirements and increased supplier costs that are passed through the value change, which may have an impact on our future operating results.

Section 404 of the Sarbanes-Oxley Act requires any company subject to the reporting requirements of the U.S. securities laws to do a comprehensive evaluation of its and its consolidated subsidiaries’ internal control over financial reporting. To comply with this statute, Atleos is required, as of December 31, 2024,2025, to document and test its internal control procedures, its management is required to assess and issue a report concerning its internal control over financial reporting and its independent auditors are required to issue an opinion on Atleos’ internal control over financial reporting. As part of our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, management has concluded that the material weakness in the design and implementation of controls related to contract cancellations and customer credits impacting revenue, unbilled accounts receivable, and contract liabilities reconciliations previously disclosed in Part II, Item 9A. “Controls and Procedures”, in our Annual Report on Form 10-K/A for the year ended December 31, 2024 has been remediated as of December 31, 2025. Although this material weakness has been remediated, and our management has determined, and our independent registered public accounting firm has attested, that our internal control over financial reporting was effective as of December 31, 2025, there can be no assurance that we will not identify a material weakness in internal controls in the future or that the measures we may take to remediate any such future control deficiencies will be effective. The rules governing the standards that must be met for management to assess Atleos’ internal control over financial reporting are complex and require significant documentation, testing and possible remediation to meet the detailed standards under the rules. During the course of its testing, Atleos’ management may identify additional material weaknesses or deficiencies which may not be remedied in time to meet the deadline imposed by the Sarbanes-Oxley Act. If Atleos’ management concludeshas at times concluded, and may conclude in the future, that Atleos’ internal control over financial reporting is not effective, orand its auditors may identify material weaknesses in Atleos’ internal controls,controls. As a result, investor confidence in Atleos’ financial results may weaken, and Atleos’ stock price may suffer. Further, the identification of material weaknesses or other control deficiencies may result in a failure to report our financial position and results of operations on a timely and accurate basis or meet our other reporting and financial obligations.

Atleos and NCR entered into certain agreements, such as the separation and distribution agreement, a transition services agreement, a tax matters agreement, certain intellectual property agreements, an employee matters agreement, the commercial agreements and other agreements, which provide for the performance by each company for the benefit of the other for a period of time after the spin-off. If Voyix is unable to satisfy its obligations under these agreements, including its indemnification obligations in favor of Atleos, we could incur operational difficulties or losses.

Atleos has assumed and agreed to indemnify Voyix for certain liabilities as discussed further in the section of the Information Statement entitled “Certain Relationships and Related Transactions—Agreements with NCR.” Payments pursuant to these indemnities may be significant and could adversely impact our business, financial condition, results of operations and cash flows, particularly indemnities relating to our actions that could impact the tax-free nature of the distribution or relating to environmental matters. Information regarding indemnifications with Voyix are included in Item 8 of Part II of this Report as part of Note 9, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements and is incorporated herein by reference.

Because of their current or former positions with NCR, certain of Atleos’ executive officers and directors own equity interests in Voyix. Following the spin-off, even though the Atleos Board of Directors consists of a majority of directors who are independent, and any of Atleos’ executive officers who were employees of NCR ceased to be employees of NCR upon the spin-off, some of Atleos’ executive officers and directors will continue to have a financial interest in shares of Voyix common stock and equity awards. Continuing ownership of shares of Voyix common stock and equity awards could create, or appear to create, potential conflicts of interest if Atleos and Voyix pursue the same corporate opportunities or face decisions that could have different implications for Atleos and Voyix.

The timing, declaration, amount and payment of future dividends to Atleos’ stockholders will fall within the discretion of the Atleos Board of Directors.Board. The Atleos Board of Directors’Board’s decisions regarding the authorization of dividends will depend on many factors, such as Atleos’ financial condition, earnings, capital requirements, debt service obligations, industry practice, legal requirements, regulatory constraints and other factors that the Atleos Board of Directors deems relevant. Atleos’ ability to pay dividends will depend on its ongoing ability to generate cash from operations and access to the capital markets. Atleos cannot guarantee that it will pay a dividend in the future or continue to pay any dividend if Atleos commences paying dividends.

In addition, Atleos’ charter authorizes Atleos to issue, without the approval of Atleos’ stockholders, one or more classes or series of preferred stock having such designation, powers, preferences, and relative, participating, optional and other special rights, including preferences over Atleos common stock respecting dividends and distributions, as the Atleos Board of Directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of Atleos common stock. For example, Atleos could grant the holders of preferred stock the right to elect some number of Atleos’ directors in all events or on the happening of specified events or to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences Atleos could assign to holders of preferred stock could affect the residual value of Atleos common stock.

Atleos’ charter and bylaws contain, and Maryland law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with the Atleos Board of Directors rather than to attempt a hostile takeover. With respect to the charter and bylaws, these provisions include, among others:

•Authority of the Atleos Board of Directors to issue capital stock, including to issue a class or series of preferred stock with such preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of such class or series as the Atleos Board of Directors so determines;

•Members of the Atleos Board of Directors may be removed at any time, but only for cause, and then only by the affirmative vote of the holders of a majority of the voting power of all outstanding shares then entitled to vote at an election of directors, voting together as a single class; and

•Advance notice required for stockholder nominations of individuals for election to the Atleos Board of Directors and stockholder proposals of other business to be considered by the stockholders at an annual meeting of stockholders ofmust be delivered to Atleos’ secretary not earlier than the 120th day, and not later than 5:00 p.m., eastern time, on the 90th day prior to the first anniversary of the proxy statement for the preceding year’s annual meeting, which notice shall set forth the information required by the bylaws.

•Maryland Business Combination Act: The Maryland Business Combination Act provides that, subject to certain exceptions and limitations, certain business combinations between a Maryland corporation and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding shares of stock) or an affiliate of any interested stockholder are prohibited for five years after the most recent date on which the stockholder becomesbecame an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations, unless, among other conditions, our common stockholders receive a minimum price, as defined in the MGCL, for their shares of stock and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares of stock.

•Maryland Control Share Acquisition Act: The Maryland Control Share Acquisition Act provides that, subject to certain exceptions, holders of “control shares” (defined as voting shares that, when aggregated with all other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding shares owned by the acquirer, by our officers, or by our employees who are also directors of Atleos. Atleos’ bylaws contain a provision exempting all acquisitions of shares of Atleos’ stock from the Maryland Control Share Acquisition Act. There can be no assurance that this provision will not be amended or eliminated at any time in the future.

•Title 3, Subtitle 8 of the MGCL: These provisions of the MGCL will permit the Atleos Board of Directors,Board, without stockholder approval and regardless of what is provided in our charter or bylaws, to implement certain takeover defenses, including adopting a classified board or increasing the vote required to remove a director.

Additionally, the MGCL provides, among other things, that the Atleos Board of Directors has broad discretion in adopting stockholders’ rights plans and has the sole power to fix the record date, time, and place for special meetings of the stockholders. To date, Atleos does not intend to adopt a stockholders’ rights plan.

Atleos believes these provisions protect its stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with the Atleos Board of Directors and by providing the Atleos Board of Directors with more time to assess any acquisition proposal. These provisions are not intended to make Atleos immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that the Atleos Board of Directors determines is not in the best interests of Atleos and its stockholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

Atleos’ bylaws provide that, unless Atleos’ Board of Directors otherwise determines, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the U.S. District Court for the District of Maryland, Northern Division, is the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in the MGCL, other than any action asserting only claims arising under federal securities laws, including, without limitation, (i) any derivative action or proceeding brought on behalf of Atleos other than any action asserting solely claims under federal securities laws, (ii) any action asserting a claim of breach of any duty owed by any director or officer or other employee of Atleos to Atleos or to the stockholders of Atleos or (iii) any action asserting a claim against Atleos or any director or officer or other employee of Atleos arising pursuant to any provision of the MGCL, the charter or the bylaws of Atleos, or (b) any other action asserting a claim against Atleos or any director or officer or other employee of Atleos that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our stock is deemed to have notice of and consented to the provisions of our bylaws, including the exclusive forum provisions. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for such disputes and may discourage lawsuits against us and any of our directors, officers or other employees. We believe that requiring these claims to be filed in a single court in Maryland is advisable because (i) litigating these claims in a single court avoids unnecessarily redundant, inconvenient, costly and time-consuming litigation in multiple forums and (ii) Maryland courts are authoritative on matters of Maryland law and Maryland judges have more experience in dealing with issues of Maryland corporate law than judges in any other state.

While we seek to actively engage with stockholders and consider their views on business, strategy, and environmental, social and governance issues, responding to these stockholders could be costly and time-consuming, disrupt our business and operations, and divert the attention of our Board of Directors and senior management. Uncertainties associated with such activities could interfere with our ability to effectively execute our strategic plan, impact customer retention and long-term growth, and limit our ability to hire and retain personnel. In addition, actions of these stockholders may cause periods of fluctuation in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

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.

For management’s discussion of our consolidated results for the year ended December 31, 20232024 in comparison with the year ended December 31, 2022,2023, and other financial information related to fiscal year 2022,2023, refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our 20232024 amended and restated Annual Report on Form 10-K/A filed with the SEC on MarchNovember 26,5, 20242025 (the “20232024 Form 10-K/A”).

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

•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 (formerly Pay360).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.

On SeptemberOctober 15,16, 2022,2023, NCR Corporation (now known as NCR Voyix Corporation or “Voyix,” and referred to as “NCR” when discussing periods prior to the Separation), announced its plan to separate its businesses into two distinct, publicly traded companies, whereby NCR would executecompleted a Spin-offspin-off to NCR stockholdersshareholders of its self-service banking, network, and telecommunications and technology businesses (the “Spin-off” or “Separation”). OnConcurrent September 22, 2023,with the BoardSpin-off, ofwe Directorsbecame ofa NCRstand authorizedalone thepublicly-traded Spin-offcompany ofand Atleos,our whichfinancial wasstatements completedare now presented on Octobera 16,consolidated 2023.basis.

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. The financial statements for all periods presented, including the historical results of the Company prior to October 16, 2023, are now referred to as “Consolidated Financial Statements”, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

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 have 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.

AtleosWe is expectedexpect 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. AtleosWe isalso expectedexpect to also continue shifting to a highly recurring revenue model to drive stable cash flow and capital returns to stockholders.flow.

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 continueare to navigatenavigating through these challenges with a sharp focus onon, and goal ofof, 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 addition to the globalGlobal macroeconomic conditions, bank failures in 2023conditions 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 Atleoswe operates.operate. The Company does not believe that the circumstances of these bank failures are indicators of broader issues within the banking system. However, ifIf there is a severe or prolonged economic downturn, it could result in a variety of risks to our business, including driving banking customers to tighten budgets and curtail spending, which would negatively impact our sales and business.

We expect that thesethe 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.

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.

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

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

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

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) Atleos’(non-GAAP) management uses the non-GAAP measureand Adjusted EBITDA becausemargin it(non-GAAP) providesare useful information to investorscalculated as an indicator of performance of the Company’s ongoing business operations. Atleos determines Adjusted EBITDA based on 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, pension settlements, pension curtailmentsadjustments and pensionother specialone-time terminationpension-related benefitscosts; plus separation-related costs; plus transformation and restructuring chargescharges, (which includesinclude integration, severanceseverance, divestiture and other exit and disposal costs); plus stock-based compensation expense; plus Voyix legal and environmental indemnification expense; plus other specialamounts included in Other income (expense), income items. These adjustments are considered non-operational or non-recurring in nature and are excluded from thenet. Adjusted EBITDA metricmargin utilizedis calculated by our chief operating decision maker (“CODM”) in evaluating segment performance and are separately delineated to reconcile back to total reported income attributable to Atleos. This format is useful to investors because it allows analysis and comparability of operating trends. It also includes the same information that is used by Atleos management to make decisions regarding our segments and to assess our financial performance. Refer to the table below for the reconciliations of Net income (loss) attributable to Atleos (GAAP) todividing 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) andare Adjustedcalculated researchutilizing and development expenses as a percentage of revenue (non-GAAP). Atleos’ AdjustedGAAP gross margin rate (non-GAAP), Adjustedand selling, general and administrative expensesexpenses, as a percentage of revenue (non-GAAP)respectively, and Adjusted research and development expenses as a percentage of revenue (non-GAAP) are determined by excluding, as applicable:applicable, acquisition-related costs; pensionone-time settlements,pension-related pension curtailments and pension special termination benefitscosts; separation-related costs; amortization of acquisition-related intangibles; stock-based compensation expense; transformation and restructuring charges (which includes integration, severanceseverance, divestiture and other exit and disposal costs); Voyix legal indemnification expense; and other specialnon-recurring (expense)or incomeunusual itemsitems. fromWe Atleos’ GAAP gross margin, selling, general and administrative expenses, and research and development expenses, respectively. Due to the nature of these special items, Atleos’ management usesuse these non-GAAP measures to evaluate year-over-yearperformance operatingconsistently performance.from Atleosperiod believesto these measures are useful for investors because they may provide a more complete understanding of Atleos’ underlying operational performance, as well as consistency and comparability with Atleos’ past reports of financial results.period.

Recurring revenue: Allis 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 relatedBitcoin-related revenue, and certain professional services arrangements, as well as term-based software license arrangements that include customer termination rights.

Annualized Recurring Revenue (“ARR”): Recurringis 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. AtleosWe believesbelieve this metric may be useful to investors in evaluating the Company’s achievement of strategic goals related to the conversion of the self-service banking business to recurring revenue streams over time. ARR is an operating metric and does not necessarily reflect the pattern of revenue recognition in accordance with GAAP and should not be considered a substitute for GAAP revenue. ARR does not have a uniform definition and, therefore, Atleos’ definitions may differ from other companies’ definitions of this measure.

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

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

(1) Includes Related party interest expense, net, as presented in the Consolidated Statements of Operations for the yearsyear ended December 31, 2023 and 2022.2023.

(1) The percentagePercentage of revenue is calculatedexpressed forrelative each line item divided byto total revenue,revenue except for product gross margin and service gross margin, which are dividedexpressed byrelative to the relatedapplicable component of revenue.

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 $20$24 million in 2024,million, including the write-off of discount and deferred financing fees of $13$17 million and a cash redemption premium of $7 million. Refer to Note 5,4, “Debt Obligations”, for further details on the financing transactions.

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 34%14% in 20242025 andcompared 223%to 35% in 2023.2024. 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 increasingan increase in the valuation allowance on U.S. interest expense disallowance carryforward by $31$32 million. In 2023, the Company completed certain internal restructuring transactions in connection with the Spin-off, resulting in a net of $120 million discrete tax expenses.

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 2025,2026, the Company may resolve certain tax matters in foreign jurisdictions that could have an impact on the effective tax rate in 2025.rate.

InThere evaluatinghave anbeen investmentno inmaterial thechanges Company’s common stock, investors should consider carefully, among other things, the risk factors discussed below andto the risk factors previously disclosed in Part I, Item 1A (“Risk Factors”) of the Company’sour 2025 Form 10-K,10-K andfiled theon informationFebruary contained27, in2026, thisour Quarterly Report on Form 10-Q filed on May 7, 2026 and the Company’s other reports, proxy and registration statements.

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, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, including the risk factors set forth therein, 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 quarterquarters 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.

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, NetworkNetwork, and Telecommunications and Technology (“T&T”).

During the firstsecond quarter,quarter of 2026, 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 ourWithin Self-Service Banking segment, driven by increased hardware sales and associated installation services, as well asBanking, continued revenue growth in our ATM as a Service (“ATMaaS”) business.business and subscription-based software offerings was offset by a reduction in revenue from hardware sales. Revenue in our Network segment revenuesdecreased wereslightly flat yearquarter over year,quarter, withdue growthto inlower certaindemand internationalfor marketscrypto offsettransactions byand declinesless infavorable domesticrevenue transactionmix. volumes.Total Grossgross margin compressed slightlyincreased year over year, due to favorable shifts in product mix in software and services, the impact of highertariff tariffsrefunds, productivity initiatives and positive settlement processing in the network business. These benefits were partially offset by increases in the costcosts of certainfuel componentsand usedmemory in manufacturing, as well as higher vault cash cost in our Network segment.chips. We anticipate that componentthese costs could remain elevated for the remainder of the year, which could affectimpacting 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, weWe anticipate that a prolongedfurther conflict with Iran or similar geopolitical conflicts could negatively impact our ability to deliver products and services in certain markets, and continue to result in an increaseincreases in transportationfuel 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.refunds, Toand date,on aJune portion29, 2026, it further expanded eligible refund submissions. The majority of our refund claims have been accepted, and we have accrued an immateriala net receivable related to this.these claims. We continuehave toreceived submitpayment claimsfor ina anticipationportion of receivingour a refund of the full amount we previously paid.receivables.

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. On June 30, 2026, the stockholders of both companies approved the Mergers. The Mergers are currently expected to close early in the first quarter of 2027, subject to customary closing conditions, including regulatory approvals and the approval of both companies’ shareholders.approvals. 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 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.

•Income from operations decreasedincreased 10%31% and 13% for the three and six months ended June 30, 2026, respectively, driven by the factors described above. Operating expenses increased due to costs incurred in connection with our workforce optimization and strategic initiatives.initiatives, as well as acquisition-related costs.

The following tables show our key financial and performance metrics for the three and six months ended MarchJune 31,30, the relative percentage that those amounts represent to total revenue, and the change in those amounts year over year.

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, netexpense; plus income tax expense (benefit); plus depreciation and amortization; plus acquisition-related costs, including costs related to the Brink’s transaction; plus pension mark-to-market adjustments and other one-time pension-related costs; plus separation-related costs; plus transformation and restructuring charges, which 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 free cash flow-unrestricted (non-GAAP) is calculated as net cash (used in) 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.Voyix, and plus certain significant acquisition-related payments. 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.

Consolidated revenue for the three months ended MarchJune 31,30, 2026 increasedwas 7%flat compared to the three months ended MarchJune 31,30, 2025, driven by Self-Service Banking, with increases in hardware salessoftware and related installation revenues, software, and continued growth in ATMaaS. This growth was slightlyservices offset by the impact of lower volumesdemand infor T&Tcrypto transactions and anless expectedfavorable reductionrevenue in other revenues as commercial agreements and commerce-related contracts with Voyix continued to wind down.mix.

Selling, general, and administrative expenses increased $17 million and $25 million for the three and six months ended MarchJune 31,30, 20262026, increased $8 millionrespectively, compared to the threecorresponding monthsprior endedyear March 31, 2025.periods. The increaseincreases waswere primarily due to higher severance costs and professional fees incurred in connection with our workforce optimization and other strategic initiatives. AdjustedOn an adjusted basis, selling, general and administrative expenses decreasedas froma 11.1% to 10.5%percentage of revenue asincreased afrom result9.1% ofto adjusting9.5% for the itemsthree discussedmonths above.ended June 30, 2026. For the six months ended June 30, 2026 and 2025, adjusted selling, general and administrative expenses as a percentage of revenue remained flat at 10.0%.

Research and development expenses increased year over year by $3 million and $6 million for the three monthsand ended March 31, 2026, increased $3 million compared to the threesix months ended MarchJune 31,30, 20252026, respectively, due to an increaseincreases in employee-related costs.

Interest expense decreased $4$7 million and $11 million for the three and six months ended MarchJune 31,30, 20262026, relativerespectively, compared to the prior year period due to lower interest rates on ourcertain termdebt loan facilitiesobligations as well as a reduction in the outstanding balance on thesethe term loan facilities.

We recorded incomeexpense of $12$4 million for the three months ended MarchJune 31,30, 2026,2026 compared to expenseincome of $4$7 million in the comparative prior year period. The favorableunfavorable year-over-year change was drivenprimarily byattributable to gains recognized on the gain on divestiture of a non-corebusiness business,in the prior year period that did not repeat. This was partially offset by an increase in income related to our company-sponsored defined benefit plans due to the higher asset base resulting from contributions and favorable prior year asset performance, and the amortization of actuarial gains onassociated with certain of our postemployment plans. TheseOn favorablea impactsyear-to-date werebasis, partiallyOther offsetincome byincreased an$5 million as the increase in lossesincome related to our company-sponsored defined benefit plans more than offset a decrease in gains recognized from foreignbusiness currency exchange rate movements.disposals.

Income tax expense was $11$25 million and $36 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the income tax expense of $9$19 million forand the$28 three months ended March 31, 2025. The changemillion in the three months ended March 31, 2026 compared to the prior year periodperiods. wasThe changes were primarily driven by higher income before income taxes in the current quartertaxes, partially offset by a lower annual effective tax rate. We did not recognize any material discrete tax expenses or benefits in either the three and six months ended MarchJune 31,30, 2026 or 2025.

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 revenuerevenues includesinclude payments processing revenue, interchange and network revenue and Bitcoin-related revenue. Hardware revenue is primarily comprised of sales of ATM hardware.

Adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 increased 5%13% and 9%, respectively, compared to the prior year period. Adjusted EBITDA increased less than revenueperiods due to net tariff impactsrefunds, productivity initiatives and higherfavorable product mix, offset by increases in the costs of certainfuel componentsand usedmemory in manufacturing of approximately $11 million, partially offset by favorable product mix.chips.

AdjustedRevenue EBITDAremained relatively flat for the three and six months ended MarchJune 31,30, 2026 decreased 2% compared to the prior year period,periods drivendue byto anlower increasedemand infor vaultcrypto cashtransactions costand asless thefavorable amortizationrevenue of gains on terminated derivatives expired.mix.

T&T revenueRevenue for the three months ended MarchJune 31,30, 2026 decreasedwas 7%flat comparedyear toover year, while for the priorsix yearmonths period,ended drivenJune by30, 2026 revenue decreased 4% due to a decline in customer projects.

Adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 decreased 13%22% and 18%, respectively, compared to the prior year periodperiods, dueprimarily toreflecting the decrease in revenue describedtrends discussed above.

Summarized cash flow information for the threesix months ended MarchJune 31,30, is as follows:

Net cash provided by operating activities decreased $132 million for the threesix months ended MarchJune 31,30, 2026 decreased $77 million relative to the comparative prior year period, primarily driven by an increase in working capital requirements, includingthe timing of cash settlement to our merchant partners.partners, increases in contract liabilities and other working capital requirements.

Net cash used in investing activities decreasedincreased $15 million for the threesix months ended MarchJune 31,30, 2026 relative to the comparative periodprior year period, primarily due to proceeds from a previouslyreduction divestedin business.sale-leaseback transactions on our ATM units.

Net cash used in financing activities for the threesix months ended MarchJune 31,30, 2026 decreased by $38$60 million relative to the prior year period.over Weyear, increaseddriven by additional net borrowings under our termrevolving loancredit facilitiesfacility byof $52$95 millionmillion. andThis paid $8 million less in acquisition holdback payments. These impacts werewas partially offset by an increase in repayments on our term loan facilities of $13 million and year-to-date payments for share repurchases of $16 million infor theshare currentrepurchases. quarter,Additionally, whichcash may varyinflows from theemployee amountsstock includedplans indecreased equity$7 million due to the timing of settlements,employee andstock $8options million of additional lease payments and other financing activities.exercises.

Long Term Borrowings As of MarchJune 31,30, 2026, we had $1,350 million of outstanding 9.500% senior secured notes due in 2029 and $1,263$1,243 million outstanding under our term loan facilities. In addition, we had $205$235 million outstanding under our revolving credit facility and $29$30 million of letters of credit issued.

Employee Benefit Plans In 2026, we expect to make contributions of $4 million to our international pension plans, $48 million to our U.S. pension plan, $8$16 million to our post-employmentpostemployment plans, and no materialimmaterial contributions to our U.S. postretirement plan.

Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by our foreign subsidiaries at MarchJune 31,30, 2026 and December 31, 2025 was $278$291 million and $299 million, respectively. Under current tax laws and regulations, if cash andcash, 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 During the threesix months ended MarchJune 31,30, 2026, we repurchased approximately 0.4 million shares under our stock repurchase program for an aggregate purchase price of $15 million, including commissions and fees. The repurchases were funded primarily thoughthrough cash generated from operations and available liquidity. WeIn doconnection not anticipate repurchasing any additional shares duringwith the remainderMergers, ofwe thehave year.suspended our share repurchase program.

As of MarchJune 31,30, 2026, our cash and cash equivalents totaled $433$429 million, our debt totaled $2,820$2,829 million and our borrowing capacity under our Revolving Credit Facility was $366$335 million.

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 2025 Annual Report on Form 10-K10-K, Item 1A of Part II of our Quarterly Report on Form 10-Q filed on May 7, 2026, 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 MarchJune 31,30, 2027) material cash requirements when due, including third-party debt, (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, people and the communities we operate in, as well as to repay our indebtedness over time.

Our most critical accounting estimates pertain to revenue recognition, inventory valuation, goodwill, pension, postretirement and post-employmentpostemployment benefits, and income taxes. These are described in Part II, Item 7 of our 2025 Annual Report on Form 10-K for the year ended December 31, 2025.