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): ~~December~~February 1726, ~~2025~~2026

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: (832) 308-4999

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. o

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~December 17~~February 26, ~~2025~~2026, ~~the Compensation and Human Resource Committee (the “CHRC”) of the Board of Directors of~~ NCR Atleos Corporation (the “Company”) ~~approved~~issued a ~~new~~press ~~standalone~~release ~~restrictive~~setting ~~covenant~~forth ~~agreement~~its ~~(“Restrictive~~fourth ~~Covenant~~quarter Agreement”) for certain senior executives, including certain of the Company’s named executive officers: Timothy C. Oliver, Chief Executive Officer; Andrew Wamser, Chief Financial Officer; Stuart Mackinnon, Chief Operating Officer; and ~~Ricardo~~full J.year ~~Nuñez,~~2025 ~~General~~financial ~~Counsel~~results ~~(each, an “Officer”~~ and ~~collectively,~~certain ~~the~~other ~~“Officers”)~~financial information. ~~Under~~A ~~each~~copy ~~Restrictive~~of ~~Covenant Agreement,~~ the ~~Officer~~press ~~extended~~release ~~the~~is ~~non-competition~~attached ~~obligation~~hereto toas 24Exhibit ~~months~~99.1 ~~post-employment, superseding the shorter~~ and ~~varying~~hereby ~~durations~~incorporated ~~in the Officers’ prior equity and severance arrangements. The Restrictive Covenant Agreement was approved to better protect the Company’s trade secrets~~ by ~~requiring a consistent and reasonable post-employment non-competition obligation for the Company’s Officers~~reference.

The ~~CHRC~~information ~~also~~in ~~approved~~this ~~accelerating~~report ~~the~~(including ~~vesting~~Exhibit of99.1) ~~one-third~~is ofbeing ~~the~~furnished ~~Company’s~~pursuant ~~outstanding,~~to ~~time-based~~Item ~~2024~~2.02 and ~~2025~~shall ~~restricted~~not ~~stock~~be ~~unit~~deemed (to be “~~RSU~~filed”) ~~awards~~for ~~held~~purposes byof ~~the~~Section ~~Officers~~18 byof ~~approximately two months, changing~~ the ~~vesting~~Securities ~~date~~Exchange ~~from~~Act ~~February~~of ~~16,~~1934 ~~2026 for~~ (the ~~2024~~“Exchange ~~RSU~~Act”), ~~awards~~or ~~and~~otherwise ~~February~~subject ~~20,~~to ~~2026 for~~ the ~~2025~~liabilities ~~RSU~~of ~~awards~~that ~~to December 19~~section, ~~2025~~nor ~~for~~shall ~~both.~~it Nobe ~~other~~deemed ~~terms~~to ofbe ~~the~~incorporated ~~RSU~~by ~~awards~~reference ~~were~~in ~~modified~~any ~~and~~filing ~~specifically~~under the ~~one-year~~Securities ~~post-vesting~~Act ~~holding~~of ~~period~~1933 ~~from~~or the ~~original~~Exchange ~~vesting date remains unchanged~~Act.

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
99.1			Press release issued by the Company dated February 26, 2026
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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~~Andrew ~~Nuñez~~Wamser ~~Ricardo~~Andrew ~~Nuñez~~Wamser Executive Vice President, ~~General Counsel~~ and ~~Corporate~~Chief ~~Secretary~~Financial Officer

Date: ~~December 19~~February 26, ~~2025~~2026

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