NCR Atleos Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits

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): June 30, 2026

 

NCR ATLEOS CORPORATION

(Exact name of Registrant as Specified in its Charter)

864 Spring Street NW

Atlanta, GA 30308

(Address of principal executive offices and zip code)

(832) 308-4999

(Registrant’s telephone number, including area code)

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:

 

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

 

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. ☐

On June 30, 2026, NCR Atleos Corporation (“NCR Atleos”, “we”, “our” or “us”) held a virtual special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement of NCR Atleos prepared in connection with the Merger Agreement (as defined below) filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 27, 2026, which was first mailed to NCR Atleos’ stockholders on May 27, 2026 and supplemented by a Current Report on Form 8-K filed on June 18, 2026 (the “Proxy Statement”). Pursuant to the Merger Agreement, (i) Novus Merger Sub, Inc. (“Merger Sub I”) will merge with and into NCR Atleos (the “First Merger”), with NCR Atleos surviving the First Merger as a direct wholly owned subsidiary of The Brink’s Company (“Brink’s”), and (ii) immediately following the First Merger, NCR Atleos will merge with and into Novus Merger Sub II, LLC (“Merger Sub II”) (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Brink’s.

At the Special Meeting, the holders of 80.70% of all the votes entitled to be cast at the Special Meeting were represented in person (virtually) or by proxy, constituting a quorum. The tables below detail the final voting results for each proposal:

  Set forth below are the voting results for the NCR Atleos Merger Proposal, which was approved by NCR Atleos’ stockholders:

  Set forth below are the voting results for the NCR Atleos Compensation Proposal, which was approved by NCR Atleos’ stockholders:

In connection with the Special Meeting, NCR Atleos also solicited proxies with respect to a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there was not a quorum or there were not sufficient votes to approve the NCR Atleos Merger Proposal or to ensure that any supplement or amendment to the Proxy Statement was timely provided to NCR Atleos’ stockholders (the “NCR Atleos Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the NCR Atleos Merger Proposal, the NCR Atleos Adjournment Proposal was not submitted to NCR Atleos’ stockholders for approval at the Special Meeting.

On June 30, 2026, Brink’s and NCR Atleos issued a joint press release announcing the receipt of the approval by Brink’s shareholders of Brink’s issuance of its common stock to NCR Atleos’ stockholders pursuant to the Merger Agreement and the approval of the NCR Atleos Merger Proposal by NCR Atleos’ stockholders. A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

(d) Exhibits.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “assume,” “could,” “estimate,” “expect,” “target,” “possible,” “project,” “predict,” “intend,” “plan,” “believe,” “potential,” “may,” “should”, “will” and similar expressions are based on current expectations and assumptions and are subject to risks, uncertainties and contingencies, many of which are beyond our control and difficult to predict or quantify, and which could cause actual results to differ materially from those that are anticipated.

Factors that could cause actual results to differ include, but are not limited to: Brink’s ability to consummate the Mergers; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; Brink’s ability to finance the Mergers; Brink’s indebtedness, including the substantial indebtedness Brink’s will incur in connection with the Mergers and the need to generate sufficient cash flows to service and repay such indebtedness; failure to consummate any anticipated repayment of the combined company’s indebtedness or make any returns to shareholders in the expected timeframe or at all; failure to obtain applicable regulatory approvals in a timely manner or otherwise; failure to satisfy any other conditions to closing of the Mergers; failure to realize the anticipated benefits and synergies of the Mergers in the expected timeframe or at all, including as a result of a delay in consummating the Mergers; the success of integration plans and the time required to successfully integrate NCR Atleos’ operations with those of Brink’s; the focus of management’s time and attention on the Mergers and other potential disruptions arising from the Mergers; the effects of the announcement of the Mergers on Brink’s or NCR Atleos’ businesses; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with banks, employees, customers or suppliers) may be greater than expected following the public announcement of the Mergers; Brink’s or NCR Atleos’ ability to retain certain key employees following the public announcement of the Mergers; litigation related to the Mergers; Brink’s or NCR Atleos’ ability to obtain certain third party or governmental regulatory consents, approvals or clearances; potential undisclosed liabilities of NCR Atleos not identified during the due diligence process; the impact of the Mergers on the market price of Brink’s or NCR Atleos’ common stock and/or operating results; and general economic conditions that are less favorable than expected.

Additional information concerning other risk factors is also contained in Part I, Item 1A “Risk Factors” of (i) Brink’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026, and (ii) NCR Atleos’ Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026 and, in each case, in subsequent filings with the SEC.

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.

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