Form 8-K - Current report

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

FORM 8-K 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 8, 2025 

 

NCR ATLEOS CORPORATION 

(Exact name of registrant as specified in its charter)

 

Commission File Number 001-41728

 

Maryland	92-3588560
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

864 Spring Street NW

Atlanta, GA 30308

(Address of principal executive offices and zip code)

 

Registrant's telephone number, including area code: [phone]

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	NATL	New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).               Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of New Executive Vice President and Chief Financial Officer

 

On January 8, 2025, NCR Atleos Corporation (the “Company”) appointed Andrew Wamser as its Executive Vice President and Chief Financial Officer, effective as of January 27, 2025 (the “Effective Date”). Mr. Wamser will succeed Paul Campbell in his role as Executive Vice President and Chief Financial Officer as of the Effective Date.

 

Mr. Wamser served as Senior Vice President and Chief Financial Officer of BlueLinx Holdings Inc. (NYSE: BXC), a wholesale distributor of building and industrial products, from July 2023 to January 2025. Prior to that, Mr. Wamser served as Executive Vice President and Chief Financial Officer of Mativ Holdings (NYSE: MATV), a global specialty materials company, where he was responsible for financial planning and analysis, tax, treasury, accounting, investor relations, and strategy / M&A. Prior to that, Mr. Wamser served as Vice President, Finance, Treasurer and Investor Relations, at AutoNation (NYSE: AN). Earlier in his career, Mr. Wamser held investment banking roles at Barclays Capital and at UBS, where he was a Managing Director that supported clients in the Global Industrials Group. Mr. Wamser has a Master of Business Administration from Washington University in St. Louis and Bachelor of Arts from Miami University (Ohio).

 

In connection with Mr. Wamser’s appointment, Mr. Wamser and the Company entered into offer letter, pursuant to which Mr. Wamser will receive an annual base salary of $550,000 and participate in the Company’s Management Incentive Plan with a total annual cash target bonus opportunity of 100% of his base salary. Mr. Wamser will also receive an equity award under the Company’s Stock Incentive Plan with a grant date value equal to $2,000,000 to be delivered in the form of time-based restricted stock units with a three-year cliff vesting schedule. Pursuant to the offer letter, Mr. Wamser will also participate in the Company’s annual management long-term incentive equity award program, with a 2025 target incentive award of $1,500,000. In the event of a qualifying termination, Mr. Wamser will also be eligible to participate in the Company’s Executive Severance Plan with a separation benefit of one times his annual base salary and target bonus, and will participate in the Company’s Change in Control Severance Plan with a separation multiplier equal to two-hundred percent. The offer letter also contains customary employment terms and conditions, and in-term and post-term restrictive covenants applicable to Mr. Wamser.

 

The foregoing description of Mr. Wamser’s offer letter in this Item 5.02 is qualified in its entirety by reference to the full text of the offer letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

There are no arrangements or understandings between Mr. Wamser and any other person pursuant to which Mr. Wamser was appointed as Executive Vice President and Chief Financial Officer and there are no family relationships between Mr. Wamser and any director or other executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Departure of Former Executive Vice President and Chief Financial Officer

 

In order to facilitate the transition, Mr. Campbell will remain with the Company as an employee until April 1, 2025, continuing under his existing employment and compensation terms until his departure. For purposes of Company’s Executive Severance Plan and the awards governing his outstanding equity awards, Mr. Campbell’s departure will be treated as a termination without “cause.” As a result, Mr. Campbell will be entitled to receive severance benefits consistent with a termination without “cause,” as described under the captions “Current Employment Arrangements with Our Named Executive Officers” and “Executive Compensation Tables—Potential Payments Upon Termination or Change of Control” in the Company’s Definitive Proxy Statement for the 2024 annual meeting of its stockholders, filed with the Securities and Exchange Commission on April 1, 2024.

 

 

 

 

In addition, in connection with his departure, the Company and Mr. Campbell will enter into a Separation Agreement and General Waiver and Release (the “Separation Agreement”) confirming the severance benefits and post-termination obligations pursuant to the Company’s Executive Severance Plan and the awards governing his outstanding equity awards, which will include a customary release of claims. The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024.

 

Item 7.01

Regulation FD Disclosure

 

On January 14, 2025, the Company issued a press release announcing the departure of Mr. Campbell and the appointment of Mr. Wamser as Executive Vice President and Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information furnished pursuant to Item 7.01 of this Current Report on 8-K and in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, is not subject to the liabilities of that section and is not deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

 

Item 9.01.

Financial Statements and Exhibits

 

(d)Exhibits:

 

The following exhibits are attached with this current report on Form 8-K:

 

Exhibit No.	Description
10.1+	Offer Letter, dated January 8, 2025, between the Company and Andrew Wamser
99.1	Press Release of NCR Atleos Corporation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

+ Indicates management compensatory plan or arrangement.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

NCR Atleos Corporation
By:	/s/ Ricardo Nuñez
	Ricardo Nuñez
	Executive Vice President, General Counsel and Corporate Secretary

 

Date: January 14, 2025

 

 

Exhibit 10.1

 

 

PERSONAL AND CONFIDENTIAL

 

8-JAN-2024

 

Robert Andrew Wamser 

3190 Marne Dr. NW 

Atlanta, GA 30305

 

Dear Andy,

 

Welcome to NCR Atleos Corporation (“NCR Atleos”), where we are dedicated to solving the challenges our customers face through continuous innovation and committed to setting the highest standard in self-service banking.

 

We are pleased to present you with this offer of employment with Cardtronics USA, Inc., the operating subsidiary of NCR Atleos Corporation (the “Company”). I am confident you will embrace our customers-at-our-core culture and be a key contributor to our company. On behalf of NCR Atleos, we look forward to you joining our team.

 

Employer (Legal Entity):

 

Cardtronics USA, Inc.

 

Position:

 

Executive Vice President, Chief Financial Officer of NCR Atleos.

 

 

Job Grade:

 

This position is a Grade E5.

 

Reporting To:

 

Tim Oliver, Chief Executive Officer

 

Business Unit:

 

Finance Group

 

Location:

 

Atlanta HQ North Tower Office

 

 

 

 

Start Date:

 

January 27, 2025

 

Base Salary:

 

Your annual base salary will be $550,000.00 per year, commencing as of your Start Date.

 

The Company operates on a bi-weekly pay schedule with pay days on the Friday following the close of the two-week pay period.

Management Incentive Plan - MIP:

 

Effective upon your start date, you will participate in NCR Atleos’ Management Incentive Plan (“MIP”), subject to the terms of the MIP. The MIP is an annual bonus program with a payout that varies based on NCR Atleos’ results, your organization’s results, and your individual performance; it is payable in the first calendar quarter following the plan year.

 

Your MIP incentive opportunity for the 2025 plan year will be 100% of base salary subject to pro-ration for the partial service year during 2025. Your MIP payout for the 2025 plan year will be payable to you in or about March 2026.

 

Please note that the MIP guidelines are subject to change from time to time, which will be determined at the discretion of the Committee. You must be a current employee at the time of payment in order to receive the bonus payout.

 

Equity Award:

 

Subject to your acceptance of this offer and your timely execution of the associated award agreements, you will receive an NCR Atleos equity award with a grant value of US$ 2,000,000, to be delivered in the form of NCR Atleos Time-Based Restricted Stock Units with a three-year cliff vesting schedule, as described below. The effective date of the grant (“Grant Date”) will be the later of (i) the first day of the calendar month following approval of the grant, (ii) the first day of the month following your employment date, or (iii) the first day of an open insider trading window in the event material non-public information exists on a grant date that occurs during an insider trading blackout window (where the General Counsel determines whether material non-public information exists).

 

On the Grant Date, you will be granted Time-Based Restricted Stock Units (the “Time-Based Units”), each of which represents a single share of NCR Atleos common stock. The actual number of Time-Based Units will be determined by taking the value of the award and dividing it by the closing price of NCR Atleos Corporation stock on the Grant Date. The result shall be rounded to the nearest whole unit. The Time-Based Units will fully vest on the third anniversary of the Grant Date (“Vesting Date”), provided you are continuously employed by, or providing services to, the Company through and until the Vesting Date. The Time-Based Units will be subject to the standard terms and conditions found in the equity award agreements, and the terms and conditions of the equity award agreement will control in the event of a conflict between this offer letter and the award agreement.

 

Your equity award will be issued under the terms of NCR Atleos’ 2023 Stock Incentive Plan, which is administered by Fidelity Investments®. The specific terms and conditions relating to the award are outlined in the equity award agreement contained on Fidelity’s website. Within several weeks of your Grant Date, your award should be loaded to Fidelity’s system. You can access your award at www.netbenefits.fidelity.com. Please review the grant information carefully, including the equity award agreement, and indicate your acceptance of the award and of the grant terms by clicking on the appropriate button within the prescribed time for acceptance. You must accept the award agreement in order to receive the benefits of the award. If you have questions about your shares, call the Fidelity Stock Plan Services Line at 1-800-544-9354. For questions that Fidelity is unable to answer, contact the Company by e-mail at [e-mail].

 

 

 

 

Long-term Equity Incentive program (LTI) for 2025 and beyond:

 

As an executive at NCR Atleos, you will participate in the annual Management Long-Term Incentive (LTI) Equity Award Program. For 2025 your target incentive award will be US$1,500,000 and comprised of grants of the same type and in the same proportion as are awarded to other senior executives of NCR Atleos. As an eligible participant, you will be considered for an LTI equity award based on your individual contributions, your relative performance amongst peers, as well as your future potential to contribute to NCR Atleos’ success. LTI equity awards are not guaranteed and are generally granted during the first quarter of each year, subject to approval by the Compensation and Human Resources Committee of the NCR Atleos Board of Directors.

 

You must be a current employee of the Company on the applicable grant date in order to be eligible to receive any LTI equity award. Other award terms are set forth in the plan governing these awards, and you must electronically accept the award agreement each time one is made in order to be eligible to receive its benefits.

 

Section 409A of the Code:

 

While the tax treatment of the payments and benefits provided under this letter is not warranted or guaranteed, it is intended that such payments and benefits shall either be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). This letter shall be construed, administered and governed in a manner that effects such intent. In particular, and without limiting the foregoing, any reimbursements or in-kind benefits provided under this letter that are taxable benefits (and are not disability pay or death benefit plans within the meaning of Section 409A of the Code) shall be subject to the following rules:

 

• Any such reimbursements shall be paid no later than the end of the calendar year next following the calendar year in which you incur the reimbursable expenses.

• The amount of reimbursable expenses or in-kind benefits that the Company is obligated to pay or provide during any given calendar year shall not affect the amount of reimbursable expenses or in-kind benefits that the Company is obligated to pay or provide during any other calendar year.

• Your right to have the Company reimburse expenses or provide in-kind benefits may not be liquidated or exchanged for any other benefit.

 

Notwithstanding any other provision of this letter, the Company may withhold from any amounts payable hereunder, or any other benefits received pursuant hereto, such minimum federal, state and/or local taxes as shall be required to be withheld under any applicable law or regulation.

 

Vacation/Holidays:

 

Under the Company's vacation policy you are entitled to receive paid vacation days and seven (7) federal holidays. Eligible vacation is based on grade level or years of the Company service, whichever provides the greater benefit. A detailed breakdown of the vacation benefit can be found in the ‘Benefits Summary’ Document.

 

 

 

 

The Company also provides six (6) Floating Holidays, which can be used at any time during the year while recognizing customer and business needs. In the first year of hire, the number of available floating holidays is prorated.

 

Additionally, the Company recognizes the following as paid holidays: 

New Year's Day, Martin Luther King Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

 

Benefits:

 

You are eligible for benefits to be effective on the first day of employment with the Company. You have 31 days from your date of hire to enroll for health insurance (medical, dental and vision benefits) as well as other disability and life insurance plans. If you do not enroll for coverage within the first 31 days of your employment, you will be defaulted into Core Benefits for Basic Life Insurance, Core Short-Term and Long-Term Disability Insurance only. During this timeframe you will also have the opportunity to cover your eligible dependents retroactive to your first day of employment.

 

If you are a rehire and were not fully vested in the Company matching contributions when you separated and you are rehired within five years of your separation date, special rules apply.

 

A summary indicating to what you are entitled is provided in the ‘Benefits Summary’ Document.

 

Executive Relocation or Monthly Stipend:

 

No relocation is required.

 

Annual Performance Assessment:

 

Your annual performance and compensation, including any future equity awards, will be assessed and determined in the first quarter of each year or at any other time as determined by the Company, at its discretion.

 

Variations:

 

The Company reserves the right to make reasonable changes to any of the terms of your employment. You will be notified in writing of any changes as soon as possible and in any event within one month of the change.

 

This offer of employment is contingent upon your agreement to the conditions of employment outlined in this employment letter and Appendix A, and your successful passing of a background check.

 

In addition, this offer is also contingent upon your agreement to certain restrictive covenants concerning non-competition, non-customer-solicitation and non-recruitment/hiring. These covenants are set out in the Non-Competition Agreement included in your offer pack, which you must also sign. This letter supersedes and completely replaces any prior oral or written communication concerning the subject matters addressed in this letter.

 

This letter is not an employment contract and should not be construed or interpreted as containing any guarantee of continued employment or employment for a specific term.

 

 

 

 

Please indicate your decision on this offer of employment by electronically signing all offer documentation within three days (3) days from the date of this offer. Please also save/print a copy of the offer documentation for your files.

 

Andy, I am excited about the contributions, experience and knowledge you can bring to the Company. We have assembled some of the best professionals in the industry and are convinced that your expertise will help us further enhance the Company’s reputation.

 

If you have any questions regarding the details of this offer, please contact Jennifer Evanoff at [e-mail]. Jennifer will make the necessary arrangements to ensure any additional questions you may have are addressed, so you are able to make an informed decision.

 

Sincerely,

 

Tim Oliver

 

Chief Executive Officer of NCR Atleos

 

 

 

 

Accepting this Offer of Employment:

 

By accepting and signing the Company's offer of employment you certify to the Company that you are not subject to a non-competition agreement with any company or to any other post-employment restrictive covenants that would preclude or restrict you from performing the Company position being offered in this letter. We also advise you of the Company's strong policy of respecting the intellectual property rights of other companies. You should not bring with you to your position any documents or materials designated as confidential, proprietary or trade secret by another company, nor in any other way disclose trade secret information while employed by the Company.

 

You further acknowledge that this employment letter and Appendix A reflect the general description of the terms and conditions of your employment with the Company, and is not a contract of employment for any definite duration of time. The employment relationship with the Company is by mutual consent ("Employment at Will"). This means either you or the Company have the right to discontinue the employment relationship with or without cause at any time and for any reason.

 

I have read the foregoing information relative to the Company's conditions of employment and understand that my employment offer is conditioned upon their satisfaction.

 

 

 

 

Appendix A

 

Conditions of Employment

 

The Company requires employment candidates to successfully complete various employment documentation and processes. You assume any and all risks associated with terminating any prior or current employment and making any financial or personal commitments based upon the Company's conditional offer.

 

This offer of employment is conditioned upon your satisfying and agreeing to the following:

 

Background Check Verification

 

This offer of employment is conditioned upon the completion of a full background check and our satisfaction with the results, in accordance with local privacy laws. The Company, at its discretion may, on its own or through an outside agency, conduct a background check of all the information and documents submitted by you. You expressly consent to such a background check and also agree that if the Company, as a result of such a background check, finds any discrepancy or misrepresentation, then your offer may be rescinded or your employment may be terminated immediately.

 

You understand and agree that, if required, the Company may provide its customers with verification that you have passed certain background check requirements before you will be permitted to service those accounts.

 

You also understand that if the Company hires you or contracts for your services, your consent will apply, and the Company may, as allowed by law, obtain additional background reports pertaining to you, without asking for your authorization again, throughout your employment or contract period from an outside agency.

 

U.S. Employment Eligibility

 

Pursuant to the terms of the Immigration and Control Act of 1986, the Company can only hire employees if they are legally entitled to work and remain in the United States. Accordingly, the Company will verify your employment eligibility through the I-9 and E-Verify employment verification processes. If you commence employment with the Company, you understand that you will be required to complete the I-9 employment eligibility verification process within three business days after your start date. Please refer to the I-9 information sheet in this hire packet for instructions on how to complete this process.

 

You also understand that the Company participates in the E-Verify program and that the information you provide to us during the I-9 employment verification process will be compared against information maintained in Department of Homeland Security and Social Security Administration databases. Please refer to the enclosed information regarding E-Verify in this hire packet for additional information, including your rights under the program.

 

Finally, U.S. export regulations promulgated by the U.S. Departments' of Commerce and State restrict the release of U.S. technology to foreign nationals (persons that are not citizens or permanent residents of the U.S.). Your employment by the Company will be conditional on a determination that your access to the Company’s technology will not be prohibited under applicable U.S. export regulations based on your country of citizenship or permanent residency. Please note that any information the Company collects from you for export compliance purposes will not be used for any other purposes.

 

 

 

 

Employee Privacy Notice and Consent

 

As a condition of employment you must agree to the enclosed document ‘Employee Privacy Notice and Consent’.

 

Mutual Agreement to Arbitrate all Employment Related Claims

 

As a condition of employment for any position, you must read, understand and agree to the enclosed document, Mutual Agreement to Arbitrate All Employment Related Claims. By signing this acceptance of employment, you are verifying the receipt of this document and your agreement and willingness to abide with the contents of the Mutual Agreement to Arbitrate Agreement.

 

Employment Agreement

As a condition of employment, you must read, understand and agree to the enclosed document: Employment Agreement. By signing this acceptance of employment, you are verifying the receipt of this document and your agreement and willingness to abide with the contents of the Company’s Terms and Conditions of Employment.

 

Security Awareness

 

It is crucial that NCR Atleos operates with the highest level of security to maintain its reputation in the marketplace and reduce any potential risk to NCR Atleos. As part of your orientation to NCR Atleos, all employees, including senior management, are required to complete NCR Atleos’ Security Awareness training. The training must be completed within 30 days of your start date. Directions for accessing the training will be provided via email after your start date.

 

The 30-minute web-based training course educates employees on the importance of information security and how to protect Ndata. Upon completion of this course, you will be able to identify NCR Atleos’ security policy and standards, understand data classification and handling, identify security practices for electronic communications, and define social engineering. As part of NCR Atleos’ ongoing commitment to securing the data of our company, customers and employees, you will be required to participate in Security Awareness training annually.

 

Your completion of NCR Atleos’ Security Awareness training demonstrates your personal commitment to information security and protecting NCR Atleos’ brand.

 

Code of Conduct

 

As part of your orientation to NCR Atleos, employees of the Company, including senior management, are required to complete NCR Atleos’ Code of Conduct. This training must be completed within 30 days of your start date. Directions for accessing the training will be provided via email after your start date.

Employees with computer access must complete a 30 minute web-based training and certification module. This module is designed to familiarize you with our global standards of business conduct. While we recognize there are local laws and regulations that must also be followed, it is important that all employees understand and adhere to our global standard of business conduct. For employees who do not have computer access, please obtain a copy of NCR Atleos’ Code of Conduct and certification form from your manager and it will be returned to the NCR Atleos Corporation, Ethics & Compliance Office, 864 Spring Street NW, Atlanta, GA 30308.

 

Your completion of NCR Atleos’ Code of Conduct training and / or certification form demonstrates your personal commitment to conducting business legally and ethically.

 

 

 

Exhibit 99.1

 

 

 

NCR Atleos Announces
Chief Financial Officer Transition

 

Andy Wamser to succeed Paul Campbell as Chief Financial Officer

 

ATLANTA – January 14, 2025 – NCR Atleos Corporation (NYSE: NATL) (“Atleos” or the “Company”), a leader in expanding self-service financial access for financial institutions, retailers and consumers, today announced that Paul Campbell is stepping down from his role as Executive Vice President and Chief Financial Officer. Mr. Campbell was appointed Chief Financial Officer of Atleos in October 2023 in conjunction with the Company’s spin-off from NCR Corp, and has had a career with Atleos and NCR Corp. that spanned 35 years across four continents with roles of increasing responsibility within the finance organization. Mr. Campbell will remain with the Company through April 1 to close out a successful 2024 and facilitate a smooth transition.

 

“We are grateful to Paul for his contributions over a distinguished career as finance leader,” said Tim Oliver, Atleos CEO. “His acumen, leadership, and dedication have been instrumental in establishing Atleos as an independent company, building a track record of consistent financial performance, and positioning the Company to meet financial targets for its first full fiscal year.”

 

Atleos has appointed Andy Wamser as its new Chief Financial Officer, effective January 27, 2025, who joins the Company from BlueLinx where he held the position of Senior Vice President and Chief Financial Officer. Mr. Wamser has extensive experience as a finance leader in both corporate and capital markets roles, including Executive Vice President and Chief Financial Officer of Mativ Holdings, Vice President, Finance, Treasurer, and Investor Relations at AutoNation, senior-level investment banking roles at Barclays Capital PLC, and investment banking at UBS.

 

“In connection with Paul’s departure, Atleos conducted a robust search process for the right leader to continue developing a best-in-class finance organization, help enhance tactical and strategic execution, and drive value creation for our shareholders,” said Mr. Oliver. “We believe Andy’s experience both as Chief Financial Officer for public companies, and in investment banking and capital markets, make him a great choice to be Atleos’ next CFO,” concluded Mr. Oliver.

 

About Atleos

 

Atleos (NYSE: NATL) is a leader in expanding self-service financial access, with industry-leading ATM expertise and experience, unrivalled operational scale including the largest independently-owned ATM network, always-on global services and constant innovation. Atleos improves operational efficiency for financial institutions, drives footfall for retailers and enables digital-first financial self-service experiences for consumers. Atleos is headquartered in Atlanta, Georgia, with approximately 20,000 employees globally.

 

Web site: https://www.ncratleos.com
X (Twitter): https://twitter.com/ncratleos
Facebook: https://www.facebook.com/Atleos.NCR/
LinkedIn: https://www.linkedin.com/company/ncratleos
YouTube: https://www.youtube.com/@ncratleos 

Instagram: https://www.instagram.com/ncratleos/

 

 

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected benefits to Atleos from the appointment of Mr. Wamser as Chief Financial Officer, our next evolution as a leader in bank outsourcing solutions, the organizational structure and responsibilities of Mr. Wamser, the financial targets for full year 2024, our plans and efforts to assure a smooth transition of responsibilities from Mr. Campbell to Mr. Wamser and any statements or assumptions concerning either of them or underlying any of the foregoing. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future events. We cannot assure you that future developments affecting us will be those that we have anticipated.

 

Forward-looking statements are not guarantees of future performance, and there are a number of important factors that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including those factors relating to:

 

●

Strategy and Technology: transforming our business model, development and introduction of new solutions; competition in the technology industry, integration of acquisitions and management of alliance activities; our multinational operations;

 

●

Business Operations: domestic and global economic and credit conditions; risks and uncertainties from the payments-related business and industry; disruptions in our data center hosting and public cloud facilities; retention and attraction of key employees; defects, errors, installation difficulties or development delays; failure of third-party suppliers; a major natural disaster or catastrophic event; including the impact of pandemics and geopolitical and macroeconomic challenges; environmental exposures from historical and ongoing manufacturing activities and climate change;

 

●

Data Privacy & Security: impact of data protection, cybersecurity and data privacy including any related issues;

 

●

Finance and Accounting: our level of indebtedness; the terms governing our indebtedness; incurrence of additional debt or similar liabilities or obligations; access or renewal of financing sources; our cash flow sufficiency to service our indebtedness; interest rate risks; the terms governing our trade receivables facility; the impact of certain changes in control relating to acceleration of our indebtedness; our obligations under other financing arrangements; or required repurchase of any notes we may issue; any lowering or withdrawal of the ratings assigned to our future debt securities by rating agencies; our pension liabilities and write down of the value of certain significant assets;

 

 

 

 

●

Law and Compliance: allegations or claims by third parties that our products or services infringe on intellectual property rights of others, including claims against our customers and claims by our customers to defend and indemnify them with respect to such claims; protection of our intellectual property; changes to our tax rates and additional income tax liabilities; uncertainties regarding regulations; lawsuits and other related matters; changes to cryptocurrency regulations;

 

●

Governance: actions or proposals from stockholders that do not align with our business strategies or the interests of our other stockholders; and

 

●

Separation: the failure of Atleos to achieve some or all of the expected strategic benefits, synergies or opportunities expected from the spin-off; that Atleos may incur material costs and expenses as a result of the spin-off; that Atleos has limited history operating as an independent, publicly traded company, and Atleos’ historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and therefore may not be a reliable indicator of its future results; Atleos’ obligation to indemnify NCR pursuant to the agreements entered into in connection with the spin-off (including with respect to material taxes) and the risk NCR may not fulfill any obligations to indemnify Atleos under such agreements; that under applicable tax law, Atleos may be liable for certain tax liabilities of NCR following the spin-off if NCR were to fail to pay such taxes; that agreements binding on Atleos restrict it from taking certain actions after the distribution that could adversely impact the intended U.S. federal income tax treatment of the distribution and related transactions; potential liabilities arising out of state and federal fraudulent conveyance laws; the fact that Atleos may receive worse commercial terms from third-parties for services it presently receives from NCR; that after the spin-off, certain of Atleos’ executive officers and directors may have actual or potential conflicts of interest because of their previous positions at NCR; potential difficulties in maintaining relationships with key personnel; that Atleos will not be able to rely on the earnings, assets or cash flow of NCR and NCR will not provide funds to finance Atleos’ working capital or other cash requirements.

 

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward looking statements. Additional information concerning these and other factors can be found in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

 

 

 

Media Contact

 

Scott Sykes

NCR Atleos 

[e-mail]

 

Investor Contact
Brendan Metrano
NCR Atleos Corporation
[e-mail]

 

 

Cover	Jan. 08, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 08, 2025
Entity File Number	001-41728
Entity Registrant Name	NCR ATLEOS CORPORATION
Entity Central Index Key	0001974138
Entity Tax Identification Number	92-3588560
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	864 Spring Street NW
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30308
City Area Code	832
Local Phone Number	308-4999
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	NATL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

---