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

The following is a summary of certain risks and uncertainties that could materially and adversely affect our business, financial condition,condition and results of operations.operations, Youwhich should be read this summary together with the more detailed descriptiondescriptions of each risk factor contained below.

•If we do not successfully develop newand enhance capabilities that differentiate the solutions thatand achieveservices marketwe acceptanceoffer and keep pace with technological developments,advancements, then our business, results of operations and financial condition couldand operating results may be harmed.

•If we fail to maintain aconsistent, consistently high level ofhigh-quality customer service and support or if we fail to manage our reputation, our brand, business and financial results may be harmed.

•OurWe may be unable to realize the anticipated benefits of past and future acquisitions, divestitures and other strategic transactions orand futurecould acquisitionsexperience mayunintended not produce anticipated results,consequences, which couldmight have a materialmaterially adversenegative effectimpact on our business, financial condition or results of operations.

•We may not realize the anticipated cost savings or other benefits related to the Hardwaretransition Businessof Transitionour hardware business to an outsourced design and manufacturing (ODM) model on a timely basis or at all.

•Our inability to protect our systemssystems, solutions and data from cybersecurity threats or other technological risks could adversely affect our business operations or stock price and damage our brand and reputation.

•We are subject to evolving global laws and regulations relating to data privacy, data protectionprotection, information security and informationartificial security,intelligence, which may require us to incur substantial compliance costs or cause harm to our business operations.

•Claims by others that we infringe upon,infringe, misappropriate or otherwise violate their intellectual property orrights, othereven proprietarythose technologywithout merit, could haveresult ain materialsignificant costs and adverseadversely effect onaffect our business, financial condition and results of operations and financial condition.operations.

•Our use of artificial intelligence capabilitiesin our products and operations, as well as our potential failure to effectively implement, use and market these technologies, may notresult operatein asreputational anticipated,harm whichor liability or could adversely affect our reputation, revenues and profitability.

•If the third-party suppliers upon which we rely to manufacture our productsofferings andor toprovide supplyus with key components necessaryand forother our productstechnologies and services are not ableunable to fulfill our needs,needs at acceptable prices, our ability to timely bring our productsofferings to market successfully could be affected.

•We face uncertainties with regard toregarding regulations, lawsuits and other related matters.

•Our payments-relatedpayments business subjects us to additional regulatory requirements and other risks and uncertainties that could be costly and difficult to comply with or that could harm our business.

•Changes to our tax rates and additional income tax liabilities could impact our profitability.

•Our historical manufacturing activities subject us to environmental exposures.exposures which could adversely affect our financial condition and cash flows.

•The terms of the documents governing our indebtedness include financial and other covenants that could restrict or limit our financial and business operations.operations, and adversely affect our ability to incur additional debt to fund future needs.

•Our cash flows may not be sufficient to service our indebtedness, and if we are unable to satisfy our obligations under our indebtedness, we may be required to seek other financing alternatives, which may not be successful.unsuccessful.

•A lowering or withdrawal of the ratings assigned to us or our debt securities by rating agencies may increase our future capital costs and reduce our access to capital.

•OurIf failurewe fail to maintain an effective internalsystem controlof overdisclosure financialcontrols reportingand orprocedures our failure to remediate our material weaknesses in ourand internal control over financial reporting, then such failure could have a material adverse effect on our results of operations, financial condition and cash flows.

•Our Series A Convertible Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of our common stockholders, including with respect to dividends and liquidation, which could adversely affect our liquidity and financial condition, and may result in the interests of the holders of our Series A Convertible Preferred Stock differing from those of our common stockholders.stockholders, and reduces the relative voting power of holders of our common stock. In addition, the conversion of shares of Series A Convertible Preferred Stock into common stock and their subsequent sale would dilute the ownership interest of existing common stockholders and may adversely affect the market price of our common stock.

InWe addition,expect weto continue topursuing pursuepotential growthcustomers withthat are small- and medium-sized and mid-market customersbusinesses by increasing our use of indirect sales channels,channels and by developing, marketing and selling solutions aimed forat such businesses. It is not yet certain whether these initiatives will yield the anticipated benefits,benefits or whetherif our solutions will be compelling and attractivelead to a measurable increase in such small- and medium-sized businesses.customers.

If we fail to maintain aconsistent, consistently high level ofhigh-quality customer service and support or if we fail to meet our service obligations or manage our reputation, our brand, business and financial results may be harmed. We believetake ourpride focusin onthe customer service and support isthat we provide to customers, and we believe these capabilities are critical to attract and onboardattracting new customers, retainretaining our existing customers and growgrowing our business. If we are unable to maintain a consistentlythe high level of customer service,service and support that customers expect from us, including through our use of third-party service providers or by leveraging evolvingadvanced technologytechnologies such as artificial intelligence, our business may be negatively impacted. In addition, in order toTo maintain adequatesufficient levelsservice of service,levels, we also may need to hire additional support personnel, which could increase our costs. Our sales are highly dependent on our business reputationreputation, andwhich onis often advanced by positive recommendations fromgiven by our existing customers. Any failure to maintain high-quality customer support,to, or a market perception that we do notnot, maintain high-quality customer support,support couldmay adversely affect our reputation and brand, our ability to benefit from referralsthe bynetwork existingeffect customers,of referrals, our ability to cross-sell and upsell our productssolutions and services to existing and prospective customers,customers and our business, financial condition,condition or results of operations. In addition, certain of our customer agreements include service level commitments or milestones. If we fail to meet these contractual commitments, or if we suffer extended periods of unavailability for our solutions, we could face contract terminations or, as a result of such failures, pay damages or issue credits to our customers. Moreover, our failure to meet our commitments could result in customer dissatisfaction, reputational harm, or the loss of customers, and adversely affect our business and results of operations.

We may not achieve some or all of the expected benefits of our cost reduction initiatives and our operating results could be adversely affected. As part of our growth strategy, weWe have undertakenundertaken, and may undertakecontinue in the futureundertaking, cost reduction actions in orderalignment towith reduceour costs.long-term growth strategy. We may not obtainachieve the anticipated cost savings or operational improvements or realize the benefits that were anticipated in connection withfrom these initiativesefforts. within the projected timing or at all. Further, suchSuch benefits may be realized later than expected, and the difficultieschallenges in implementing these measures may be greater than anticipated,anticipated. whichWe may incur additional unexpected costs or experience business disruptions or delays that hinder our ability to realize the expected benefits of these initiatives. Optimizing expenses could cause us to incur additional costs or result in business disruptions. Additionally, as a result of restructuring initiatives, we may experience a loss of continuity, loss of accumulated knowledge, loss of key employees and/or otherundermine retentionour issuesability orto inefficienciesattract duringand transitionalretain periods.top Costtalent. reductionMoreover, initiativesour canprojections requireand a significant amountestimates of time and focus, which may divert attention from operating and growing our business. Moreover, projections of anythe cost savings or other benefits associated with our initiatives are based on a number of assumptions and are subject to economic, competitive,competitive and other uncertainties, some of which are beyond our control. If we are unable to execute these initiatives as planned, we maydo not realize all or any of the anticipated benefits,benefits whichand couldcosts havesavings anin adverseaccordance effectwith onour strategic objectives, then our business, financial condition, operating results of operations and cash flows.flows could be negatively impacted.

Our growth depends in part on the success of our strategic relationships with third parties and our ability to integrate with third-party applications and software. TheWe believe that the success of our platform depends, in part, on our ability to integrate data and third-party applications, software,software and other offeringsfunctionalities into ourthe platformVoyix Commerce Platform, and we anticipate that the growth of our business will continue to depend on these third-party relationships, including relationships with ordering service providers, payment processors, loyalty providers,providers and other technology partners. Integrating third-party contentcontent, data and technology requires significant time and resources, andand, in certain circumstances, third-party providers maycould choose to changealter the economicsterms of their agreement or terminate their relationships with us, to compete directly against us, to enter into exclusive arrangementspartner with our competitors,competitors or to make material changes to their businesses, solutions,solutions or services that could be detrimental toharm our business. Third-party developers may change the features of their applications and software or alter the terms governing the use of their offerings in a manner that is adverse to us. We may also be unableadversely affected by features, changes or alterations to the governing terms of use for technologies developed by third parties, or we may fail to maintain our relationshipsrelationship with certain third parties ifwhich wecould arehinder unableour ability to integrate with, or transfer data from, their offerings into our platform. In addition, thirdThird parties also may refuse to partner with us or choose to limit or restrict our access to their offerings. We may not be able to adapt to the data transfer requirements of third-party offerings. If we cannot continue integrating existing, or fail to integrate newnew, third-party offerings and technologies into our platform thatand oursolutions, customers need to operate their businesses, or to provide the proper support or ease of third-party integrations our customers require,then we may lose businessexisting customers to competitors or be unable to compete.successfully Ifcompete for new business opportunities. In addition, if we lose access to certain solutions or servicescapabilities from a particular partner,partner or experience a significant reduction or disruption in the supply of servicessuch fromsolutions aor currentcapabilities, partner, it could have an adverse effect onthen our business and operating results.results could be adversely impacted.

OurWe may be unable to realize the anticipated benefits of past and future acquisitions, divestitures and other strategic transactions or future acquisitions may not produce anticipated results,transactions, which couldmight have a materialmaterially adversenegative effectimpact on our business, financial condition or results of operations. We have made and expect to continue to make acquisitions, divestitures and other strategic transactions to strengthen our business and growposition ourus Company.for long-term growth. For example, in October 2023 we completed the Spin-Off of NCR Atleos and in SeptemberOctober 2024,2023, and we completed the sale of our Digital Banking segment.Sale in September 2024. We may not be able to achieve the expected strategic, financial, operational,operational and other benefits from thethese Spin-Offtransactions, among others, or Digitalthe Banking Sale, or suchassociated benefits may be delayed. We cannot predict with certainty when the benefits expected from the Spin-Off or Digital Banking Sale will occur oroccur, the extent to which such benefits will be realized or whether they will be achieved,realized orat thatall. Even if we do realize the benefits from these and other future transactions, the costs may outweigh the benefits or could result in dis-synergies ofwith therespect transactions will not exceed the anticipated amounts. Further, the impact of the divestitures (or other acquisitions or dispositions) onto our financialgo-forward performancebusiness may be larger than projected.operations.

FollowingWe are a smaller company after the completion of the Spin-Off and Digital Banking Sale, we are a smaller companysale, with a less diversified product portfolio of offerings and a narrower business focus. As a result, we may be more vulnerable to changing market conditions and the other risks impacting our operations, which could materially and adversely affect our business, financial condition and results of operations. Our smaller size may also limit our ability to absorb unforeseen costs and expenses or to withstand prolonged periods of economic uncertainty, or invest in the research and development necessary to remain competitive with our offerings.

In addition, weWe may continuedecide in the future to expand our business, portfolio of offerings and business focus through acquisitionsthe acquisition of complementary productssolutions and technologies. Acquisition transactions present significant challenges and risks, especially in light of a highly competitive market and industry consolidation, which may affect our ability to complete such transactions. If we are unable to complete strategic acquisitions or if such opportunities do not arise, our growth opportunities could be adversely affected. IfEven suchif transactionswe arecomplete completed,strategic acquisitions, we could fail to realize the anticipated growth and other strategic objectives may not be fully realizedobjectives, or maythey might take longer to realize than expected,expected. and aA variety of factors (such as business disruption,disruptions, integration,integration talentissues, loss,lost misallocationtalent, ofmisallocated resources and unanticipated transaction costs, among others) may adversely affect any anticipated benefits from such transactions.

The failure of acquisitions,any divestituressuch acquisition, divestiture and other strategic transactionstransaction to perform or deliver results as expected could have a material adverse effect on our business, financial condition or resultsoperating of operations.results.

We may not realize the anticipated cost savings or other benefits related to the transition of our Hardware Business to an outsourced design and manufacturing (ODM) model on a timely basis or at all. In August 2024, we announced our entry into a commercial agreement with Ennoconn Corp.Corporation (“Ennoconn”) to transition our point-of-sale and self-checkout hardware businesses to an outsourced design and manufacturing modelmodel, including the sale of certain assets relating to these businesses (the “Hardware Business Transition”). WeOn andJanuary Ennoconn8, are2026, workingwe to implementannounced the Hardwarecommencement Businessof Transition.the implementation phase of this ODM model. We have experienced delays, and may experience additional unanticipated delays, in migratingas certain aspects of our hardware business migrate to Ennoconn. We expect to complete the Hardware Business Transition to be completed in 2025April 2026; however, the Hardware Business Transitionit may not be implemented successfully or within the anticipated timeline. We anticipate that, once the Hardware Business Transition is implemented, we will recordrecognize revenue from point-of-sale and self-checkout hardware sales on a net basis, excluding the costs paid to Ennoconn.Ennoconn, Untilas a hardware point-of-sale and self-checkout sales agent. Once the implementation of the Hardware Business Transition,Transition thehas substantialbeen majority of the revenue from our hardware business is attributable to point-of-sale and self-checkout hardware. Under our new business model following the Hardware Business Transition,completed, a substantial majority of the revenue related to the sale of hardware will no longer be recognized by us and will instead be recognized by our counterparty.counterparty, Thiswhich will result in a substantial decrease to our hardware-related revenuerevenue. andThis could have an adverse impact on our business and results of operations.

We also expect to reduce hardware-related costs in connection with the Hardware Business Transition. IfHowever, if we are unable to reduce costs in connection with the Hardware Business Transition or if the Hardware Business Transition has an adverse impact on our hardware sales or customer relationships, this could have an adverse impact on our future operating results and financial condition.condition may be negatively impacted.

In addition, as a result of the Hardware Business Transition, a third partyEnnoconn will design, manufacture, warrant, supply, and ship self-checkout and point-of sale hardware directly to our customers. If our counterpartyEnnoconn fails to deliver on their commitments or otherwise breaches theirits obligations to our customers, then our reputation and our relationshipcustomer with our customersrelationships may be harmed which may adversely impact our results of operations and financial condition.

We may be held liable to NCR Atleos if we fail to perform under our agreements with NCR Atleos, and the performance of such services may negatively affect our business and operations. In connection with the Spin-Off, we and NCR Atleos entered into a separation and distribution agreement and various other agreements (including a transition services agreement, tax matters agreement, employee matters agreement, patent and technology cross-license agreement, trademark license and use agreement, master services agreement) that provide for the performance of certain services by each company for the benefit of the other for a period of time after the Spin-Off. IfWhile many of the performance obligations of the Company and NCR Atleos have been satisfied or have otherwise expired, if we do not satisfactorily perform our remaining obligations under these agreements, we may be held liable for any resulting losses suffered by NCR Atleos, subject to certain limits. In addition, during the transition services periods under these agreements, our management and employees may be required to divert their attention away from our business in order to provide services to NCR Atleos, which could adversely affect our business.

Potential indemnification obligations to NCR Atleos or a refusal of NCR Atleos to indemnify us pursuant to agreements executed in the Spin-Off could materially adversely affect us. Pursuant to the separation and distribution agreement and certain other agreements we entered into with NCR Atleos in connection with the Spin-Off, the Company and NCR Atleos agreehave agreed to indemnify the other for certain liabilities. The indemnities from NCR Atleos for our benefit may not be sufficient to protect us against the full amount of such liabilities, and NCR Atleos may not be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from NCR Atleos any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. In addition, our indemnity obligations to NCR Atleos may be significant. Each of these risks could negatively affect our business, financial condition or results of operations.

Our inability to protect our systemssystems, solutions and data from cybersecurity threats or other technological risks could adversely affect our business operations or stock price and damage our brand and reputation. InAs thewe course ofoperate our business, we obtain, process andand, in some cases, store large amounts of sensitive business and personal information, includingincluding, but not limited to, information related to our customers, their end-users and their transactions. We also have access to certain transactiontransactional and personal data of our customers and their consumers throughdue or into the course of servicing our productsproprietary or third-party products.products, solutions and service offerings we provide. Additionally, we collect, useprocess and store certain personal data of our employees and theindependent personnelcontractors ofor ourthird-party business partnersconsultants in the ordinary course of business. We face a variety of risks, including to our reputationreputation, asrelating a trusted brand, into the handling, securing,securing and protection of thissuch information, and these risks will increase as our business continues to expand to include new products and technologies.grows.

While we have programs and measures in place that are designed to protect and safeguard our data and thirdthe partythird-party data we collect, store orand process, and while we have implemented access controls designed to limit the risk of unauthorized use or disclosure by employees and contractors, the techniques used to prevent access or obtain unauthorized access to data are complex and evolving as threat actors adopt new and emerging technologiestechnologies. (includingFor example, threat actors are increasingly using artificial intelligence and machine learning). Cybersecurityto develop and deploy techniques that enhance their likelihood of success at penetrating or bypassing security measures, compromising and disrupting systems and exploiting vulnerabilities. These threat actors are increasingly sophisticatedsophisticated, and arethey have increasingly targetingtargeted employees, contractors, service providers and third parties through evolving techniques, including through social engineering and/or misrepresentation (such as phishing attempts and similar techniques). An attack, disruption, intrusion, denial of service, thefttheft, misuse or other breach, or an inadvertent act by an employee or contractor, could result in unauthorized access to, or disclosure of, or prevent or access to, our data or third-party data we collect, store or process, resulting in claims, costs and reputational harm that could negatively affect our operating results or stock price.

•Overview. This section contains background information on ourthe company,Company, a summary of significant themesevents and eventsinitiatives during the year as well as strategic initiatives and an overview of trends that impact or may impact our financial performance in order to provide context for management’s discussion and analysis of our financial condition and results of operations.

•Revenue was $2.8$2.7 billion, adecreased decrease of 11%5% compared to prior year ◦Recurring revenue increased 1%3% from the prior year and comprised 58%62% of total consolidated revenue ◦Software and services revenue, decreased 3% from the prior year and comprised 73%74% of total consolidated revenue

•Adjusted EBITDA of $347$425 million, upincreased 3%22% compared to prior year

In the first quarter of 2023, the Company recorded a $10 million out-of-period adjustment to increase operating expenses and increase an employee-related liability in order to correct for an understatement of such same balances during the fourth quarter of 2022.

In the second quarter of 2024, the Company recorded an out-of-period correctionadjustment to decrease revenue by $10 million, decrease accounts receivable by $5 million, and increase contract liabilities by $5 million. The amount related to periods prior to 2024 was $4 million of revenue.

During the third quarter of 2024, the Company recorded an out-of-period correctionadjustment related to foreign currency to increase other expense, netnet, by approximately $8 million, increase other current liabilities by approximately $4 million and increase accumulated other comprehensive income (loss) by approximately $4 million. The amount related to 2023 was $2 million of other expense, net.

In February 2024, the Company identified fraudulent automated clearing house “ACH” disbursements from a Company bank account. The cumulative amount of these disbursements totaltotaled $34 million, and during year ended December 31, 2024, we recovered $16 million related to this matter. The Company is pursuing insurance recoveries in connection with this matter; however, there can be no assurance that the Company will be successful in recovering additional amounts of the unauthorized ACH disbursements from the Company’s insurance providers. Although not materially impacting any previously reported periods, the misstatements resulted in the revision of interim periods in 2023.

The following tables show our key strategic financial metrics for the years ended December 31, 2025, 2024 and 2023, the relative percentage that those amounts represent to total revenue, and the change in those amounts year-over-year.

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

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) Our management uses the non-GAAP measure Adjusted EBITDA because it provides useful information to investors as an indicator of strength and performance of the Company’s ongoing business operations, including funding discretionary spending such as capital expenditures, strategic acquisitions, and other investments. We determine Adjusted EBITDA based on GAAP net income (loss) from continuing operations attributable to NCR Voyix plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization (excluding acquisition-related amortization of intangibles); plus stock-based compensation expense; plus pension mark-to-market adjustments and other special items, including amortization of acquisition-related intangibles, acquisition-related costs, loss (gain) on disposal of businesses, loss (gain) on extinguishment of debt, separation-related costs, cyber ransomware incident recovery costs net of insurance recoveries, fraudulent ACH disbursements costs net of recoveries, foreign currency devaluation, transformation and restructuring charges (which includes integration, severance and other exit and disposal costs), and strategic initiative costs and litigation costs, among others. The special items are considered non-operational or non-recurring in nature, so are excluded from the Adjusted EBITDA metric utilized by our chief operating decision maker in evaluating segment performance and are separately delineated to reconcile back to total reported income (loss) from continuing operations attributable to NCR Voyix. 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 our management to make decisions regarding the segments and to assess our financial performance. Refer to the table below for the reconciliations of net income (loss) from continuing operations attributable to NCR Voyix (GAAP) to Adjusted EBITDA (non-GAAP).

(1) During the three months ended September 30, 2023, it was determined that the transactions underlying the unrealized gains on terminated interest rate swap and cap agreements reported in Accumulated other comprehensive income were probable of not occurring under ASC 815, Derivatives and Hedging. As such, $18 million of unrealized gains were recognized in Interest expense. Refer to Note 15, “Derivatives and Hedging Instruments” in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.

(3) Represents integration, severance, and other exit and disposal costs, which are considered non-operational in nature. Included in transformation and restructuring costs for the year ended December 31, 2025 was a gain of $10 million related to the sale of property, plant and equipment.

Adjusted free cash flow-unrestricted and Conversion Rate. NCR Voyix management uses the non-GAAP measure called “adjusted free cash flow-unrestricted” to assess the financial performance of the Company. We define adjusted free cash flow-unrestricted as net cash provided by (used in) operating activities less capital expenditures for property, plant and equipment,equipment less additions toand capitalized software, plus/minus collections of previously sold trade receivables purchased from third parties, restricted cash settlement activity, NCRcash Atleosactivity settlementrelated activity,to acceleration projects, cash taxes paid for the Digital Banking Sale, cash activity related to environmental discontinued operations plus acquisition-related items, and plus pension contributions and settlements. NCR Atleos settlement activity relates to changes in amounts owed to and amounts due from NCR Atleos for activity related to items governed by the separation and distribution agreement. Activity from the commercial and transition services agreements are not included in this adjustment.

We believe adjusted free cash flow-unrestricted information is useful for investors because it relates the operating cash flows from the Company’s continuing and discontinued operations to the capital that is spent to continue and improve business operations. In particular, adjusted free cash flow-unrestricted indicates the amount of cash available after capital expenditures for, among other things, investments in the Company’s existing businesses, strategic acquisitions,acquisitions and repayment of debt obligations. Adjusted free cash flow does not represent the residual cash flow available for discretionary expenditures, 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 definitionsdefinition under GAAP, and therefore the Company’s definition may differ from other companies’ definitions of this measure. These non-GAAP measures should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP.

Annualized Recurring Revenue (“ARR”). ARR is calculated using 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. The Company believes this metric may be useful to investors in evaluating the achievement of strategic goals related to the conversion of the Retailretail and Restaurantrestaurant businesses 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, the Company’s definitions may differ from other companies’ definitions of this measure.

The following table shows our results for the years December 31, 2025, 2024 and 2023, the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year.

Product revenue includes our hardware and software license revenue streams. Service revenue includes hardwareSaaS solutions, software maintenance, professional services, installation services, payment processing and softwarehardware maintenance revenue, implementation services revenue, cloud revenue, payments processing revenue as well as professional services revenue.maintenance.

Total revenue decreased 11%5% for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. Product revenue decreased 26%11% due to a decline in SCO and POS hardware revenues, as well as a decrease in software license revenue for one-time revenue recognized in 2023.2024. Service revenue decreased 3%2% due to a decrease in paymentone-time processinginstallation serviceservices revenue, professional services revenue dueand toSaaS thesolutions divestiture at the end of 2023. The decline in service revenue was also related to revenue from non-recurring implementation services in 2023, slightlyrevenue, offset by an increase in payment processing revenue and hardware maintenance andrevenue professionalas servicescompared revenue.to the prior year.

Total revenue wasdecreased flat11% for the year ended December 31, 20232024 compared to the year ended December 31, 2022.2023. Product revenue decreased 25% due to a decline in hardware revenues, as well as a decrease in software license revenue for one-time revenue recognized in 2023. Service revenue decreased 3% comparing the year ended 2024 to 2023 due to a decrease in SCOpayment andprocessing POSservice hardwarerevenue revenuesdue partiallyto the divestiture at the end of 2023. The decline in service revenue was also related to revenue from non-recurring installation services in 2023, slightly offset by an increase in software license revenue. Service revenue increased 2% comparing the year ended 2023 to 2022 due primarily to growth in cloud services revenue, hardware maintenance revenue and recurringprofessional softwareservices related services.revenue.

Gross margin as a percentage of revenue was 20.5% in 2024 compared to 21.1%20.9% in 2023 due to a decline in gross margin related to paymentspayment processing servicesrevenue from the divestiture at the end of 2023, as well as the one-time software license revenue and non-recurring implementationinstallation service revenue recognized in 2023, as discussed above.2023. Additionally, gross margin for the year ended December 31, 2024 included $46 million related to transformation and restructuring costs, $20 million of strategic initiative costs, $10 million of stock-based compensation expense,expense and $14 million related to amortization of acquisition-related intangible assets, offset by $5 million of net recoveries related to the cyber ransomware incident recoveries.incident. Gross margin for the year ended December 31, 2023 included $4 million related to transformation and restructuring costs, $15 million of stock-based compensation expense, $33 million related to amortization of acquisition-related intangible assets, $31 million in separation-related costs and $16 million in cyber ransomware recovery costs.

Selling, general, and administrative expenses were $659$453 million in 2023,2025 as compared to $618$458 million in 2022.2024. InAs 2023,a percentage of revenue, selling, general and administrative expenses were 16.9% in 2025 and 16.3% in 2024. The overall decrease in selling, general and administrative expenses in 2025 is due to the Company’s cost reduction initiative implemented beginning in 2024, as well as the impact of the now terminated transition services agreement related to the Digital Banking Sale. Additionally, in 2025, selling, general and administrative expenses included $21$96 million of transformation and restructuring costs, $113$10 million of strategic initiative costs, $25 million of stock-based compensation expense,expense $8and $13 million of acquisition-related amortization of intangibles, $23 million in fraudulent ACH disbursement costs, $1 million of acquisition-related cost, $54 million in separation-related costs and $2 million of costs related to the divestitures of certain non-strategic businesses.intangibles. In 2022,2024, selling, general and administrative expenses included $39$55 million of transformation and restructuring costs, $61$26 million related to strategic initiative costs, $20 million of stock-based compensation expense, $4$14 million of acquisition-related amortization of intangibles and $2$8 million in separation-related costs, offset by $5 million in net recoveries related to the fraudulent ACH matter and $8 million of acquisition-relatednet costs. Excluding these items, selling, general and administrative expenses decreased from 2022 to 2023recoveries related to costthe actionscyber implemented,ransomware partially offset by an increase in employee-related costs.incident.

•Overview. This section contains background information on ourthe company,Company, a summary of significant themesevents for the quarter, and eventsinformation during the quarter as well asregarding 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 income by comparing the results for the three and six months ended MarchJune 31,30, 2026 to the results for the three and six months ended MarchJune 31,30, 2025.

•Liquidity and capital resources. This section provides an analysis of our cash flows and a discussion of our contractual obligations at MarchJune 31,30, 2026.

On September 30, 2024, the Company completed the sale of its Digital Banking segment businesses (the “Digital Banking Sale”) to an affiliate of The Veritas Capital Fund VIII, L.P. (the “Buyer”). The purchase price for the transaction was $2.45 billion in cash, subject to a post-closing adjustment, as well as contingent consideration of up to an additional $100 million in cash upon the achievement of a specified return on the Buyer’s invested capital at the time of any future sale. The historical financial results of the Digital Banking segment businesses are reflected as discontinued operations in the Company’s consolidated financial statements.

OnIn August 6, 2024, the Company announced its entry into a commercial agreement with Ennoconn Corporation (“Ennoconn”) to transition its self-checkout and point-of-sale hardware businesses to an outsourced design and manufacturing model, including the sale of certain assets relating to these businesses (the “Hardware Business Transition”). Under the terms of the agreement, Ennoconn designs, manufactures, warrants, supplies, and ships self-checkout and point-of salepoint-of-sale hardware directly to the Company’s customers and the Company sells hardware to its customers as a sales agent for Ennoconn and continues to provide its point-of salepoint-of-sale and self-checkout software as well as key support and maintenance services. During the threesix months ended MarchJune 31,30, 2026, the Company sold inventory to Ennoconn as part of the Hardware Business Transition, and beginning on April 1, 2026, the Company began recording commission revenue from point-of-sale and self-checkout hardware sales as an agent for Ennoconn on a net basis, excluding the costs paid to Ennoconn.

•Retail - Our Retail segment primarily serves enterprise and mid-market retailers primarily in the convenience, fuel & retail;retail, grocery, drug & mass merchandise;merchandise, and department & specialty retail industries. Our retail solutionssolutions, including software, services, payments, and hardware offerings, provide end-to-end connectivity towithin a customer’s operations, including, but not limited to the following operational activities, point-of-sale (“POS”), self-checkout (“SCO”), inventory and supply chain management, fraud and loss prevention, loyalty and consumer engagement. Additionally, these solutions include open application program interface (“API”) connectivity to retail software platforms and applications, hardware terminals, self-service kiosks, including self-checkout (“SCO”), payment processing and merchant acquiring solutions and barcode scanners.

•Restaurants - Our Restaurants segment is focused on serving restaurants and food service establishmentsestablishments, including quick-service, table-service and fast casual restaurants of all sizes. Our restaurant solutions include, amongsoftware, others,payments, POS hardware and software solutions, payment processing and merchant acquiring services,hardware, installation, maintenance, and managed and professional services. These solutions are designed to help streamline order and transaction processing, increase consumer engagement, manage the supply chain, increase kitchen productivity and reduce operating costs.

Corporate and Other includes income and expenses related to corporate functions that are not specifically attributable to anyeither of our two individual reportable segments, along with certain non-strategic businesses that are considered immaterial operating segment(s), as well as commercial agreements with NCR Atleos in the prior year.

The following were highlights for the firstsecond quarter of 2026:

•Revenue of $606 million, down 1% compared to the prior year period ◦Recurring revenue increased 4%3% as compared to the prior year period and comprised 69%83% of total consolidated revenue ◦Software and services revenue decreased 1% compared to the prior year period and comprised 78% of total consolidated revenue

•Adjusted EBITDA of $78 million, upincreased 5% compared to the prior year period

The U.S. and other global markets currently are experiencing increased volatility due to the effects of, among other things, recent changes in imposed or threatened tariffs and other trade policy changes by the U.S. and other countries, escalating geopolitical and civil conflicts, including, but not limited to, Eastern Europe and the Middle East, inflationary pressures, such as increasing prices for goods and services,services (including fuel), changing fiscal and/or monetary policies in the U.S. and elsewhere, and fluctuating currency exchange rates, elevated unemployment rates, global shortages of microchips and other technology components, primarily driven by the adoption of artificial intelligence technologies, and, in some locations around the world, decreased economic conditions that indicate the potential for near-term recessions or slowdowns.

Given our geographic presence and the multinational composition of our customer base, our business and financial performance could be impacted by the evolving global economic landscape. We are subject to a variety of risks posed by the current macroeconomic environment, and we are continuously monitoring the direct and indirect impacts of these circumstances. Economic pressures on retail and restaurant businesses and on consumers could negatively affect our revenue and profitability in future periods. In addition, U.S. foreign trade policy continues to evolve under the current presidential administration, including the announcement of a number of new tariffs insubsequent the wake ofto the U.S. Supreme Court’s February 2026 decision to uphold a ruling that invalidated certain tariffs previously imposed. It is currently unknown if these tariffs will remain in place, be expanded or be removed, and we do not know whether foreign countries will adopt retaliatory trade policies in response to these new tariffs. The current trade policy environment is expected to continue to evolve, but we cannot anticipate the impact that these or other changes will have on our business and financial performance. As a result of these developments,uncertainties, we domay notbe knowimpacted in the full extent of the impact of the recently invalidated tariffs or of the new tariffs recently imposed, and there is much uncertainty surrounding the long-term effects that they will have on economic conditionsfuture within the U.S.markets andin elsewhere.which we operate.

The following tables show our results for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively, the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year.

The following tables show our key strategic financial metrics for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively, the relative percentage that those amounts represent to total revenue, and the change in those amounts year-over-year.

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

Product revenue includes our hardware and software license revenue streams. Service revenue includes SaaS solutions, software maintenance, professional services, installation services, payment processing and hardware maintenance.maintenance, as well as hardware commission revenue beginning in the second quarter of 2026.

Total revenue decreased 1%21% for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. Product revenue for the three months ended MarchJune 31,30, 2026 decreased 2%85% compared to the three months ended MarchJune 31,30, 2025 due to the Hardware Business Transition. Effective April 1, 2026, the Company transitioned from recognizing hardware revenue sales on a declinegross basis within Product revenue to recognizing net hardware commission revenue as an agent for Ennoconn, reported within Service revenue. Accordingly, the decrease in SCOProduct andrevenue POSprimarily hardwarereflects revenues.the change in presentation resulting from the Hardware Business Transition. Service revenue for the three months ended MarchJune 31,30, 2026 decreasedincreased 1%4% compared to the three months ended MarchJune 31,30, 2025 mainly due to decreasesthe net hardware commission revenue recognized in non-recurringthe installationsecond services,quarter of 2026 from the Hardware Business Transition, as previously discussed, as well as increases in payments processing revenue, hardware maintenance revenue and software maintenance revenue, offset by a decrease in SaaS solutions and professionalnon-recurring installation services revenues,revenues offsetas bycompared increasesto inthe hardwareprior maintenance,year payments processing and software maintenance revenues.period. Recurring revenue increased 4%3% for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 primarily driven by payments processingprocessing, software license and hardware maintenance revenues.

Selling, general, and administrative expenses were $110$112 million in the three months ended MarchJune 31,30, 2026, compared to $115$105 million in the three months ended MarchJune 31,30, 2025. As a percentage of revenue, selling, general and administrative expenses were 18.2%21.4% and 18.8%15.9% in the three months ended MarchJune 31,30, 2026 and 2025, respectively. The decreaseincrease in selling, general and administrative expenses for the three months ended MarchJune 31,30, 2026 compared to the prior year period is due to thean costincrease reductionin initiativesemployee implementedrelated costs during the period.current period, as well as the impact of the now terminated transition services agreement related to the Digital Banking Sale.

Research and development expenses were $39$30 million in the three months ended MarchJune 31,30, 2026, compared to $40$32 million in the three months ended MarchJune 31,30, 2025. As a percentage of revenue, research and development costs were 6.4%5.7% and 6.5%4.8% in the three months ended MarchJune 31,30, 2026 and 2025, respectively. Research and development expenses in the three months ended MarchJune 31,30, 2026 have decreased compared to the prior year period due to cost reduction initiatives implemented during the period, including the use of artificial intelligence as a software development tool.

Interest expense was $15 million and $14 million for both the three months ended MarchJune 31,30, 2026 and 2025.2025, respectively. Interest expense is primarily related to our senior unsecured notes and borrowings under the Senior Secured Credit Facility.

Other income (expense), net was expense of $7$1 million and income of $8$3 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and expense of $8 million and income of $5 million for the six months ended June 30, 2026 and 2025, respectively, with the components reflected in the following table:

Included in Other, net for the three and six months ended MarchJune 31,30, 2026 are strategic initiative costs of $12$3 million and $15 million, respectively, related to the Hardware Business Transition. Additionally, included in Other, net for the three and six months ended June 30, 2026 is income related to the sale of IP addresses of $3 million and $6 million, respectively.

Income tax provisions for interim (quarterly) periods are based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent, or unusual items. Income tax benefit from continuing operations was $39$1 million for the three months ended MarchJune 31,30, 2026,2026 compared to an income tax benefit of $7$4 million for the three months ended MarchJune 31,30, 2025. The increasedecrease in the income tax benefit was primarily driven by changesan tounfavorable thechange estimatedin full-yeardiscrete valuationtax allowanceexpenses and withholding taxes, changes in the geographic earnings mix, and a higher loss from continuing operations before taxesbenefits for the three months ended MarchJune 31,30, 2026,2026 compared to the prior year.

The Company recognized income from discontinued operations, net of tax, of $4$3 million for the three months ended MarchJune 31,30, 2025,2026, consisting of which $1 million of income from discontinued operations related to the sale of the Japan Bank Technology Solutions business and $3$2 million of income from discontinued operations related to the Company’s environmental remediation matters.

The following tables show our segment revenue and Adjusted EBITDA for the three and six months ended MarchJune 31,30, the relative percentage that those amounts represent to segment revenue, and the change in those amounts year-over-year.

Retail revenue increaseddecreased 2%20% and 9% for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the prior year period.periods. The increasedecrease in revenue iswas mainlyprimarily relatedattributable to the Company’s Hardware Business Transition. As previously disclosed, effective April 1, 2026, the Company transitioned from recognizing hardware sales on a gross basis to recognizing net commission revenue as an agent for Ennoconn. The decrease in revenue was also due to a decline in non-recurring installation service revenues, offset by an increase in payment processing, software license, software maintenance, hardware maintenance and hardware revenues, partially offset by a decrease in installation and professional services revenues for non-recurring revenue recognized in the prior year period.revenues. Retail recurring revenue grew by 5%6% when comparing both the three and six months ended MarchJune 31,30, 2026 to the three and six months ended MarchJune 31,30, 2025.

Restaurants revenue decreased 6%23% and 15% for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the prior year period.periods. The decrease in revenue iswas primarily attributable to the Company’s Hardware Business Transition. As previously disclosed, effective April 1, 2026, the Company transitioned from recognizing hardware sales on a gross basis to recognizing net commission revenue as an agent for Ennoconn. The decrease in revenue was also due to a decreasedecline in SaaS solutions, installationsoftware services,license, hardwaresoftware maintenance and software license revenues due to non-recurring revenueinstallation recognizedservice in the prior year period.revenues. These decreases in revenue were partially offset by an increase in hardware maintenance and payment processing revenues, as well as the new net hardware commission revenue recognized in the currentsecond yearquarter period.of 2026. Restaurants recurring revenue grewwas by 1%flat when comparing the threesix months ended MarchJune 31,30, 2026 to the threesix months ended MarchJune 31,30, 2025.

Retail Adjusted EBITDA increased 20% for both the three and six months ended MarchJune 31,30, 2026 compared to the prior year period,periods, mainly due to a favorable software revenue mix,mix and the Company’s cost reduction initiatives implemented during the year.

Restaurants Adjusted EBITDA decreased 8%15% and 12% for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the prior year period,periods, due to the decrease in revenue, as discussed above.

As of MarchJune 31,30, 2026, our cash and cash equivalents totaled $232$237 million and our total debt was $1.1 billion. Our borrowing capacity under our senior secured credit facilities was $475$474 million as of MarchJune 31,30, 2026. 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 business and other risk factors, including as detailed in our filings with the SEC. If we are unable to generate sufficient cash flows from operations, or otherwise comply with the terms of our credit facilities, we may be required to seek additional financing alternatives.

The following table summarizes our cash flows from operating activities, investing activities and financing activities for both of the threesix months ended MarchJune 31,30, 2026 and 2025. The Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.

Operating Activities Cash provided by operating activities was $42$59 million in the threesix months ended MarchJune 31,30, 2026, compared to cash used in operating activities of $42$284 million in the threesix months ended MarchJune 31,30, 2025. The increase in cash provided by operating activities was driven by the payment of taxes related to the Digital Banking Sale of $284 million during the three months ended June 30, 2025, as well as movement in the net working capital accounts.

Capital Expenditures and Other Investing Activities Our principal capital expenditures are for software (purchased and internally developed) and additions to property and equipment. We invested approximately $36$77 million and $39$81 million in capital expenditures during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. We expect to continue investing in property and equipment, purchased software and internally developed software to support our business. Additionally, $17$67 million of cash was collected on the non-operating receivables with Ennoconn from the Hardware Business Transition during the threesix months ended MarchJune 31,30, 2026.