NCR Atleos Corp 8-K

What Happened
On February 26, 2026, NCR Atleos Corporation (NATL) announced it entered into a definitive Agreement and Plan of Merger with The Brink’s Company (Brink’s) under which Brink’s will acquire NCR Atleos in a two-step merger. At the closing of the first merger step, each outstanding share of NCR Atleos common stock will be converted into the right to receive $30.00 in cash plus 0.1574 shares of Brink’s common stock (fractional Brink’s shares paid in cash). The transaction is subject to customary conditions including stockholder approvals, regulatory clearances (including Hart‑Scott‑Rodino and certain foreign approvals and licenses), effectiveness of a Form S-4 registering the Brink’s shares, and NYSE listing authorization.

Key Details

• Agreement date: February 26, 2026; two-step merger structure using Brink’s subsidiaries (Merger Sub I and Merger Sub II).
• Merger consideration: $30.00 cash + 0.1574 Brink’s shares per NCR Atleos share; fractional shares paid in cash.
• Employee equity treatment: service RSUs and performance PSUs generally converted into Brink’s RSUs/PSUs (with adjustments); non-employee director RSUs converted into the merger consideration in cash/stock; in-the-money options cashed out for their spread (out-of-the-money options cancelled); NCR Atleos will terminate its ESPP unless Brink’s assumes the plan.
• Approvals & timing: requires NCR Atleos and Brink’s shareholder approvals, HSR clearance, other governmental consents (including certain Money Transmitter Licenses), S-4 effectiveness and NYSE listing authorization.
• Outside date and termination fees: outside date February 26, 2027 (possible extension to Aug 26, 2027 for certain regulatory matters); termination fee of $145 million payable by NCR Atleos in some cases and $175 million payable by Brink’s in certain scenarios.
• Other: no-shop restrictions with customary fiduciary out and match rights; Brink’s to use reasonable best efforts to arrange financing; one NCR Atleos director meeting Brink’s independence criteria will be appointed to Brink’s board if the deal closes; NCR Atleos shares will be delisted and deregistered upon closing.
• Regulation FD: a joint press release and investor presentation were issued on Feb 26, 2026.

Why It Matters
This is a definitive acquisition that sets a clear per‑share value for NCR Atleos holders in a combination of cash and Brink’s stock. The deal requires shareholder and regulatory approvals and therefore is subject to execution risk and timing uncertainty. The treatment of equity awards affects employee and director compensation outcomes, and the sizable termination fees and financing commitments indicate both parties’ seriousness about completing the transaction. If completed, NCR Atleos common stock will be delisted and deregistered, changing liquidity and ownership dynamics for current shareholders.