🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A). Think of it as an invitation and information packet for a company's annual shareholder meeting.

👉 In simple terms: Before shareholders can vote on important company matters (like electing the board), they need the facts. This document provides all the details about what's being voted on, who is running the show, and how the company is run.

This specific proxy is for NCR Atleos Corporation's 2026 Annual Meeting, which will be held virtually on May 21, 2026, at 12:00 p.m. Eastern Time.

🏢 What The Company Does

NCR Atleos (ticker: NATL) is a global leader in self-service banking technology.

👉 In simple terms: They make and manage the ATMs and other self-service banking machines you see at banks and retail stores. They handle everything from the physical machines to the software and networks that let you withdraw cash, deposit checks, or even convert digital money to cash.

Key Segments:

• Self-Service Banking: Sells and services ATMs to banks, and offers "ATM as a Service" where they run the entire ATM channel for a bank.
• Network: Operates a massive ATM network (including the Allpoint network), allowing banks and fintechs to offer fee-free cash access to their customers.
• Telecom & Tech (T&T): Provides managed network services to businesses across various industries.

🤝 The Big News: The Brink's Acquisition

The most significant piece of news in this document is a major corporate sale.

On February 26, 2026, Atleos announced it has agreed to be acquired by The Brink's Company (the cash-handling and secure logistics giant).

The Deal Terms:

• For each share of Atleos stock, the shareholder will receive $30.00 in cash and 0.1574 shares of Brink's common stock.
• The deal is expected to close in the first quarter of 2027, pending approvals from regulators and shareholders of both companies.

Why it matters: This merger creates a powerhouse combining Brink's physical cash logistics with Atleos' digital ATM network. The idea is to create a seamless "cash and ATM services platform" that can better serve evolving financial access needs.

👥 Who's Running the Company? (Board of Directors)

Shareholders are being asked to elect a seven-person Board of Directors. These are the people who oversee management and represent shareholder interests.

The Nominees:

• Odilon Almeida, Jr. (64) - Former CEO of ACI Worldwide, Advent International operating partner.
• Mary Ellen Baker (67) - Former executive at Citizens Financial Group and PNC.
• Frank A. Natoli (61) - CEO of Associated Materials Innovations, former Diebold executive.
• Duncan L. Niederauer (66) - Former CEO of the NYSE, Goldman Sachs veteran.
• Timothy C. Oliver (57) - Current President & CEO of Atleos.
• Joseph E. Reece (64) - Current Chairman of the Board, managing partner at SilverBox Capital.
• Jeffry H. von Gillern (60) - Former Vice Chairman at U.S. Bancorp.

👉 Why it matters: The board's job is governance and oversight. Notably, six of the seven nominees are independent (not company insiders). Michelle McKinney Frymire is stepping down, reducing the board size from eight to seven.

💼 Executive Compensation ("Say on Pay")

Shareholders are also voting on an advisory (non-binding) basis to approve the pay packages for the company's top executives.

Named Executive Officers for 2025:

• Timothy C. Oliver (CEO)
• Andrew Wamser (CFO)
• Stuart Mackinnon (COO)
• Ricardo J. Nuñez (General Counsel)
• Andrea Burson (Chief Human Resources Officer)
• Paul J. Campbell (Former CFO, who departed April 1, 2025)

The document includes a detailed Compensation Discussion & Analysis (CD&A) explaining how pay is structured to align executive interests with shareholder success. Key elements include base salary, annual bonuses tied to performance, and long-term equity incentives.

Last year's "Say on Pay" vote received 98.7% support.

⚖️ Corporate Governance & Risk Oversight

This section details how the company is governed and how it manages risks.

Key Governance Highlights:

• Board Committees: All three key committees (Audit, Compensation & Human Resource, Nominating & Governance) are made up entirely of independent directors.
• Stock Ownership: Directors and executives have strict stock ownership guidelines to align their wealth with shareholders.
• Anti-Hedging/Pledging: Policies prevent executives and directors from hedging company stock or pledging it as loan collateral.

Risk Management: The Board has active oversight of major risks, including:

• Cybersecurity & Data Privacy: Led by the CISO and Chief Privacy Officer, with programs certified to standards like ISO 27001.
• Compliance: 100% of employees completed annual Code of Conduct training in 2025.
• Human Capital: The company employs ~20,000 people globally and invests in engagement and development programs.

💰 Financial & Operational Performance

The CEO's letter highlights 2025 as a successful year, especially since it completed the separation from legacy NCR Corporation.

2025 Performance Highlights:

• Revenue Growth: Self-service banking revenue grew 7%, driven by 14% hardware growth and 33% growth in "ATM as a Service."
• Customer Satisfaction: Net Promoter Score improved 30%.
• Employee Engagement: Employee Net Promoter Score improved 14%.
• Global Reach: Serviced a base of approximately 600,000 ATMs.

🔮 What's Next

1. Vote on May 21, 2026: Shareholders will vote on directors, executive pay, and ratifying the auditor.
2. Await Brink's Merger Close: Until the deal closes (expected Q1 2027), Atleos says it remains focused on execution: service excellence, automating for efficiency, and investing for growth.
3. 2026 Expectations: Management expects 2026 to be "another year of financial success and strategic progress."

🧠 The Analogy

Think of this proxy statement like the program and voter guide for a major sports league's annual owner's meeting. The league (Atleos) is giving the team owners (shareholders) a full report on last season's performance (2025 financials), introducing the candidates for the board of governors (director election), showing how much the star coaches and quarterbacks are paid (executive compensation), and announcing a blockbuster merger with a rival league (the Brink's deal). Before the meeting, every owner needs to read this "program" to make informed votes.

🧩 Final Takeaway

This proxy is dominated by the pending sale of NCR Atleos to Brink's, a transformative deal shaping the future of physical and digital cash access. Shareholders are being asked to approve the board and executive pay as the company executes this transition, while also reviewing the operational successes that made Atleos an attractive acquisition target.