Brink’s (NYSE: BCO) to acquire NCR Atleos in $6.6B cash-stock merger
Rhea-AI Filing Summary
The Brink’s Company is acquiring NCR Atleos in a cash-and-stock deal valued at about $6.6 billion. Each NCR Atleos share will be converted into $30.00 in cash plus 0.1574 Brink’s shares, implying $50.40 per share and a roughly 24% premium to NCR Atleos’ prior close.
The combined business is positioned as a leading financial technology infrastructure company, with illustrative 2026 revenue of about $10 billion, adjusted EBITDA of about $2 billion and margins around 20%, plus an expected $200 million in annual run-rate cost synergies. Brink’s expects the transaction to be at least 35% accretive to EPS and to generate roughly $1 billion of free cash flow within a few years, while initially funding the deal with significant new bridge financing and targeting net leverage in the 2.0x–3.0x range by year-end 2027.
Positive
- Transformative scale and mix: Illustrative combined revenue of about $10 billion and adjusted EBITDA of about $2 billion with ~20% margins, creating a larger, more diversified financial technology infrastructure platform.
- Financial uplift targets: Management highlights at least $200 million of annual run-rate cost synergies and at least 35% EPS accretion based on 2027 consensus estimates, plus an illustrative ~$1 billion in annual free cash flow.
- Strategic positioning: Combination deepens presence in ATM managed services and digital retail solutions, aiming at large, under-penetrated addressable markets and a higher share of recurring, subscription-like revenue.
Negative
- Higher leverage and new debt: The transaction is supported by up to $4.5 billion in committed bridge financing, with pro forma net leverage around 3.4x at close and a multi-year path to reach the 2.0x–3.0x target range.
- Execution and approval risk: Realizing $200 million of cost synergies, achieving EPS accretion and closing by the targeted first quarter of 2027 all depend on successful integration, shareholder approvals and multiple regulatory and antitrust clearances.
Insights
Brink’s is using a $6.6B cash-stock deal to build a much larger, higher-margin fintech infrastructure platform.
Brink’s plans to buy NCR Atleos for about
The deal targets at least
Financing relies on substantial new bridge facilities: up to
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
The Merger Agreement
On February 26, 2026, The Brink’s Company, a Virginia corporation (“Brink’s”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Brink’s, NCR Atleos Corporation, a Maryland corporation (“NCR Atleos”), Novus Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Brink’s (“Merger Sub I”) and Novus Merger Sub II, LLC, a Maryland limited liability company and wholly owned subsidiary of Brink’s (“Merger Sub II”). Pursuant to the Merger Agreement, (i) 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 Brink’s, and (ii) immediately following the First Merger, NCR Atleos will merge with and into 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. Capitalized terms used herein without definition have the meanings specified in the Merger Agreement.
Merger Consideration
On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the First Merger (the “First Effective Time”), each share of common stock, par value $0.01 per share, of NCR Atleos (the “NCR Atleos Common Stock”) issued and outstanding immediately prior to the First Effective Time (subject to limited exceptions) will be converted automatically into the right to receive an amount in cash equal to $30.00, without interest (the “Cash Consideration”), and 0.1574 validly issued, fully paid and nonassessable shares of common stock, par value $1.00 per share, of Brink’s (the “Brink’s Common Stock”) (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Holders of NCR Atleos Common Stock will receive cash in lieu of fractional shares of Brink’s Common Stock.
Treatment of Equity Awards, NCR Atleos ESPP and NCR Atleos Equity Plans
Pursuant to the Merger Agreement and among other items set forth therein, at the First Effective Time, subject to certain exceptions:
| (i) | except as specified in (ii) below, each award of NCR Atleos restricted stock units that is subject to service-based vesting (“NCR Atleos RSU”) that is outstanding immediately prior to the First Effective Time will be assumed and converted into a restricted stock unit denominated in shares of Brink’s Common Stock, with appropriate adjustments (based on the sum of the Exchange Ratio and the quotient obtained by dividing the Cash Consideration by the average closing price for a share of Brink’s Common Stock on the NYSE for the ten consecutive trading days ending on and including the last trading day immediately preceding the First Effective Time (the “Equity Award Conversion Ratio”)) to the number of shares of Brink’s Common Stock subject to such award (each, a “Converted Brink’s RSU”); |
| (ii) | each NCR Atleos RSU granted to a non-employee director of NCR Atleos that is deferred under the NCR Atleos director compensation program and that is outstanding immediately prior to the First Effective Time will be canceled and converted into the right to receive the Merger Consideration multiplied by the number of shares of NCR Atleos Common Stock subject to such NCR Atleos RSU; |
| (iii) | each award of NCR Atleos restricted stock units that is subject to performance-based vesting (“NCR Atleos PSU”) that is outstanding immediately prior to the First Effective Time will be assumed and converted into a restricted stock unit denominated in shares of Brink’s Common Stock, with appropriate adjustments (based on the Equity Award Conversion Ratio), with performance deemed achieved based on actual performance through the First Effective Time or, if greater, and required by the terms of the NCR Atleos PSU, at a payout percentage of 100% (each, a “Converted Brink’s PSU”); and |
| (iv) | each option to acquire NCR Atleos Common Stock (“NCR Atleos Option”) that is outstanding immediately prior to the First Effective Time will be canceled and converted into the right to receive the product of (x) the number of shares of NCR Atleos Common Stock for which such NCR Atleos Option is exercisable and (y) the excess of the Merger Consideration over the per share exercise price of such NCR Atleos Option (reducing the Cash Consideration portion of the Merger Consideration first); provided that, if an NCR Atleos Option has a per share exercise price equal to or greater than the Merger Consideration it will be canceled without consideration and will be of no further force and effect. |
Each Converted Brink’s RSU and Converted Brink’s PSU will have the same vesting and settlement schedule as the NCR Atleos RSU or NCR Atleos PSU, respectively, from which it was converted and will be subject to similar material terms and conditions of the equity plan under which it was originally granted, to the extent administratively practicable; provided that each Converted Brink’s PSU will only be subject to time-based vesting through the original vesting date.
NCR Atleos will not commence any offering under its employee stock purchase plan and will terminate such plan prior to the First Effective Time. Prior to the First Effective Time, if Brink’s does not elect to assume NCR Atleos’ equity plans and/or convert and assume the available share reserve under such plans, NCR Atleos will terminate its equity incentive plans.
Closing Conditions
Consummation of the transactions contemplated by the Merger Agreement, including the Mergers (the “Transactions”), is subject to various customary closing conditions, including, but not limited to: (i) approval of the Transactions by the stockholders of NCR Atleos (the “NCR Atleos Stockholder Approval”); (ii) approval of the issuance of the shares of Brink’s Common Stock to be issued in the First Merger by the shareholders of Brink’s (the “Brink’s Shareholder Approval”); (iii) the absence of any judgment by any governmental authority of competent jurisdiction or any applicable law that enjoins, restrains or otherwise makes illegal, prevents or prohibits consummation of the Transactions (collectively, “Restraints” and such condition the “Restraint Condition”); (iv) the expiration or termination of the applicable waiting period (including any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (such condition, the “HSR Condition”); (v) the receipt of certain other governmental consents, approvals or other clearances required to be obtained under the Merger Agreement, including under certain applicable foreign antitrust and regulatory laws and certain Money Transmitter Licenses (such condition, the “Governmental Approval Condition”); (vi) the effectiveness of the registration statement on Form S-4 to be filed by Brink’s (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) to effect the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the issuance of the shares of Brink’s Common Stock to be issued in the First Merger; (vii) the authorization for listing on the New York Stock Exchange (the “NYSE”) of the shares of Brink’s Common Stock to be issued in the First Merger, subject to official notice of issuance; and (viii) other customary closing conditions, including (a) each party’s representations and warranties being true and correct, subject to certain customary qualifications, (b) each party’s compliance with or performance of, in all material respects, its obligations under the Merger Agreement and (c) the absence of a material adverse effect with respect to either of Brink’s or NCR Atleos.
Restrictions on NCR Atleos’ Ability to Solicit and Negotiate Alternative Acquisition Proposals
Pursuant to the Merger Agreement, NCR Atleos has agreed not to, among other items and subject to certain exceptions set out in the Merger Agreement, initiate, solicit or knowingly assist, encourage or facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, a Takeover Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to a Takeover Proposal. Prior to obtaining NCR Atleos Stockholder Approval, however, subject to satisfaction of certain conditions and under the circumstances specified in the Merger Agreement, the Board of Directors of NCR Atleos (the “NCR Atleos Board”) may: (i) in response to an Intervening Event, (a) fail to make or include in the proxy statement/prospectus in respect of the NCR Atleos Stockholder Approval its recommendation that NCR Atleos’ stockholders vote to approve the Transactions, including the Mergers (the “NCR Atleos Board Recommendation”), (b) withhold or withdraw (or modify in a manner adverse to Brink’s) the NCR Atleos Board Recommendation, (c) recommend the approval or adoption of, or endorse, approve or adopt, or submit to a vote of any securityholders of NCR Atleos, or publicly propose to recommend, endorse, approve or adopt or submit, any Takeover Proposal, (d) fail to publicly reaffirm the NCR Atleos Board Recommendation within ten business days following receipt of a written request by Brink’s to provide such reaffirmation following the public announcement or disclosure of a Takeover Proposal, or (e) fail to recommend against any Takeover Proposal that has been publicly disclosed by the date that is the earlier of five business days prior to the NCR Atleos stockholders’ meeting to approve the Transactions and ten business days after the public disclosure thereof (each, an “NCR Atleos Adverse Recommendation Change”) or (ii) if NCR Atleos has received a binding offer for a Superior Proposal, make an NCR Atleos Adverse Recommendation Change and cause NCR Atleos to enter into a definitive agreement to effectuate such Superior Proposal and terminate the Merger Agreement, so long as, in either case, the NCR Atleos Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action would be inconsistent with the statutory standard of conduct applicable to directors of a Maryland corporation under applicable law, subject to complying with notice and other specified conditions of the Merger Agreement, including customary match rights of Brink’s, and, in the case of a termination of the Merger Agreement, payment by NCR Atleos of the termination fee described below.
Restrictions on Brink’s Ability to Solicit and Negotiate Alternative Acquisition Proposals
Pursuant to the Merger Agreement, Brink’s has agreed not to, among other items and subject to certain exceptions set out in the Merger Agreement, initiate, solicit or knowingly assist, encourage or facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, a Parent Takeover Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to a Parent Takeover Proposal. Prior to obtaining Brink’s Shareholder Approval, however, subject to satisfaction of certain conditions and under the circumstances specified in the Merger Agreement, the Board of Directors of Brink’s (the “Brink’s Board”) may: (i) in response to an Intervening Event, (a) fail to make or include in the proxy statement/prospectus in respect of the Brink’s Shareholder Approval its recommendation that Brink’s stockholders vote to approve the issuance of the shares of Brink’s Common Stock to be issued in the First Merger (the “Brink’s Board Recommendation”), (b) withhold or withdraw (or modify in a manner adverse to NCR Atleos) the Brink’s Board Recommendation, (c) recommend the approval or adoption of, or endorse, approve or adopt, or submit to a vote of any securityholders of Brink’s, or publicly propose to recommend, endorse, approve or adopt or submit, any Parent Takeover Proposal, (d) fail to publicly reaffirm the Brink’s Board Recommendation within ten business days following receipt of a written request by NCR Atleos to provide such reaffirmation following the public announcement or disclosure of a Parent Takeover Proposal, or (e) fail to recommend against any Parent Takeover Proposal that has been publicly disclosed by the date that is the earlier of five business days prior to the Brink’s stockholders’ meeting to approve the issuance of the shares of Brink’s Common Stock to be issued in the First Merger and ten business days after the public disclosure thereof (each, a “Brink’s Adverse Recommendation Change”) or (ii) if Brink’s has received a binding offer for a Parent Superior Proposal, make a Brink’s Adverse Recommendation Change and cause Brink’s to enter into a definitive agreement to effectuate such Parent Superior Proposal and terminate the Merger Agreement, so long as, in either case, the Brink’s Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action would be inconsistent with the statutory standard of conduct applicable to directors of a Virginia corporation under applicable law, subject to complying with notice and other specified conditions of the Merger Agreement, and, in the case of a termination of the Merger Agreement, payment by Brink’s of the termination fee described below.
Financing
In connection with the Transactions, on February 26, 2026, Brink’s entered into a debt commitment letter (the “Commitment Letter”) and related fee letters with Morgan Stanley Senior Funding, Inc. (“MSSF” and, together with any other financial institution that becomes a commitment party as set forth in the Commitment Letter, the “Commitment Parties”), pursuant to which, and subject to the terms and conditions set forth therein, the Commitment Parties committed to provide (i) up to $2,276 million in aggregate principal amount of senior unsecured bridge term loans under a senior unsecured bridge term loan credit facility (the “Base Bridge Facility”), (ii) in the event that Brink’s does not obtain commitments to refinance the term A loans of NCR Atleos (the “NCR Atleos Term A Loans”) outstanding under that certain Senior Secured Credit Agreement, dated as of September 27, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “NCR Atleos Credit Agreement”), among NCR Atleos, certain Subsidiaries party thereto as guarantors, the lenders party thereto from time to time and Bank of America, N.A., with incremental term A loans under that certain Credit Agreement, dated as of October 17, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Brink’s Credit Agreement”) among Brink’s, certain Subsidiaries as guarantors, the lenders party thereto from time to time and Bank of America, N.A., up to $873 million in aggregate principal amount of senior secured bridge term loans (the “NCR Atleos Term A Loan Backstop Bridge Loans”) under a senior secured bridge term loan credit facility and (iii) in the event the Brink’s and NCR Atleos do not obtain the requisite consents from the applicable holders of NCR Atleos’ $1,350 million aggregate principal amount of 9.500% senior secured notes due 2029 (the “2029 Notes”) issued under that certain Indenture, dated as of September 27, 2023, by and among NCR Atleos and Citibank, N.A., as trustee and notes collateral agent (the “2029 Notes Indenture”), to amend the 2029 Notes Indenture to permit the Transactions, and does not obtain a related amendment to the Brink’s Credit Agreement to permit the assumption of the 2029 Notes, up to $1,350 million in aggregate principal amount of senior secured bridge term loans (the “NCR Atleos Notes Backstop Bridge Loans” and, together with the Base Bridge Facility and the NCR Atleos Term A Loan Backstop Bridge Loans, the “Bridge Facilities”) under a senior secured bridge term loan credit facility. The proceeds of the loans under the Base Bridge Facility, together with cash available to Brink’s, would be used to finance the Acquisition and to pay related fees, expenses and other transaction costs incurred in connection with the Transactions. In the event that Brink’s does not obtain commitments to refinance the NCR Atleos Term A Loans with incremental term “A” loans under the Brink’s Credit Agreement, the proceeds of the NCR Atleos Term A Loan Backstop Bridge Loans would be used to repay, prepay, repurchase or refinance in full the NCR Atleos Term A Loans outstanding under the NCR Atleos Credit Agreement. In the event that Brink’s does not obtain the requisite consents and related amendments described above with respect to the 2029 Notes, the proceeds of the NCR Atleos Notes Backstop Bridge Loans would be used to repay, prepay, repurchase, redeem, defease or discharge in full the 2029 Notes and cause the release of any liens and guarantees related thereto. The Bridge Facilities are subject to further customary commitment reductions in the event that permanent financing is obtained on or prior to closing of the Merger Agreement and, in the case of the NCR Atleos Term A Loan Backstop Bridge Loans, a dollar-for-dollar reduction for any commitments in respect of incremental term “A” loans under the Brink’s Credit Agreement, and in the case of the NCR Atleos Notes Backstop Bridge Loans, the occurrence of the backstop termination events described above, and customary closing conditions, including that substantially concurrently with the initial funding under the applicable facility the Transactions shall be consummated in accordance with the terms of the Merger Agreement and the absence of a material adverse effect of NCR Atleos.
Termination and Fees
The Merger Agreement contains certain termination rights for each of NCR Atleos and Brink’s, including the right of either party to terminate the Merger Agreement, subject to certain exceptions, if: (i) the Mergers are not completed by February 26, 2027, subject to an automatic extension (a) until August 26, 2027, under certain circumstances for the purpose of obtaining certain regulatory approvals or (b) under certain circumstances for the completion of a customary marketing period (such date, as it may be extended, the “Outside Date”), so long as a breach by the terminating party of any of its representations and warranties or obligations under the Merger Agreement was not the proximate cause of, and did not result in, the failure of the First Effective Time to occur by the Outside Date; (ii) any Restraint is in effect and becomes final and non-appealable, so long as a breach by the terminating party of any of its representations and warranties or obligations under the Merger Agreement was not the proximate cause of, and did not result in, such Restraint; (iii) the NCR Atleos Stockholder Approval is not obtained prior to the conclusion of NCR Atleos’ stockholders’ meeting relating thereto (including any adjournments or postponements thereof); or (iv) the Brink’s Shareholder Approval is not obtained prior to the conclusion of Brink’s shareholders’ meeting relating thereto (including any adjournments or postponements thereof).
Brink’s can terminate the Merger Agreement: (i) if NCR Atleos breaches any of its representations or warranties (or such representations or warranties have become untrue or inaccurate) or fails to perform under any covenants or agreements set forth in the Merger Agreement, which breach, untruth, inaccuracy or failure to perform (a) would give rise to a failure of certain conditions to close and (b) is incapable of being cured by the Outside Date or, if capable of being cured by the Outside Date, is not cured within thirty calendar days following receipt by NCR Atleos of notice from Brink’s of such breach, untruth, inaccuracy or failure to perform; (ii) to enter into a Parent Acquisition Agreement that provides for a Parent Superior Proposal (prior to receipt of the Brink’s Shareholder Approval), provided that such Parent Superior Proposal did not result from a breach of the applicable solicitation and change in recommendation provisions of the Merger Agreement, Brink’s has complied in all material respects with all other applicable solicitation and change in recommendation provisions of the Merger Agreement, and Brink’s pays an applicable termination fee described below; or (iii) if the NCR Atleos Board makes an NCR Atleos Adverse Recommendation Change.
NCR Atleos can terminate the Merger Agreement: (i) if Brink’s, Merger Sub I or Merger Sub II breaches any of its representations or warranties (or such representations or warranties have become untrue or inaccurate) or fails to perform under any covenants or agreements set forth in the Merger Agreement, which breach, untruth, inaccuracy or failure to perform (a) would give rise to a failure of certain conditions to close and (b) is incapable of being cured by the Outside Date or, if capable of being cured by the Outside Date, is not cured within thirty calendar days following receipt by Brink’s of notice from NCR Atleos of such breach, untruth, inaccuracy or failure to perform; (ii) to enter into a Company Acquisition Agreement that provides for a Superior Proposal (prior to receipt of the NCR Atleos Stockholder Approval), provided that such Superior Proposal did not result from a breach of the applicable solicitation and change in recommendation provisions of the Merger Agreement, NCR Atleos has complied in all material respects with all other applicable solicitation and change in recommendation provisions of the Merger Agreement, and NCR Atleos pays an applicable termination fee described below; or (iii) if the Brink’s Board makes a Brink’s Adverse Recommendation Change.
Upon termination of the Merger Agreement, NCR Atleos, under specified circumstances, including (i) termination of the Merger Agreement by (a) Brink’s or NCR Atleos due to the occurrence of the Outside Date, (b) Brink’s or NCR Atleos due to the NCR Atleos Stockholder Approval not being obtained or (c) Brink’s due to certain breaches by NCR Atleos of its representations and warranties or its failure to perform its obligations under the Merger Agreement, in each case, provided that a Takeover Proposal must have been made, proposed or communicated by a third party after the date of the Merger Agreement and, within 12 months after the date the Merger Agreement is terminated, NCR Atleos consummates a Takeover Proposal or enters into a definitive agreement with respect to a Takeover Proposal, and (ii) termination of the Merger Agreement by (a) Brink’s due to an NCR Atleos Adverse Change Recommendation or (b) NCR Atleos due to its entry into a Company Acquisition Agreement, will be required to pay Brink’s a termination fee equal to $145,000,000.
Upon termination of the Merger Agreement, Brink’s, under specified circumstances, including (i) termination of the Merger Agreement, by (a) Brink’s or NCR Atleos due to the occurrence of the Outside Date, (b) Brink’s or NCR Atleos due to the Brink’s Shareholder Approval not being obtained, or (c) NCR Atleos due to certain breaches by Brink’s, Merger Sub I or Merger Sub II of its representations and warranties or its failure to perform its obligations under the Merger Agreement, in each case, provided that a Parent Takeover Proposal must have been made, proposed or communicated by a third party after the date of the Merger Agreement and, within 12 months after the date the Merger Agreement is terminated, Brink’s consummates a Parent Takeover Proposal or enters into a definitive agreement with respect to a Parent Takeover Proposal, and (ii) termination of the Merger Agreement by (a) NCR Atleos due to a Brink’s Adverse Change Recommendation or (b) Brink’s due to its entry into a Parent Acquisition Agreement, will be required to pay NCR Atleos a termination fee equal to $175,000,000.
Other Terms of the Merger Agreement
The Merger Agreement contains customary representations and warranties of NCR Atleos, Brink’s, Merger Sub I and Merger Sub II relating to their respective businesses and the Transactions, in each case generally subject to customary materiality qualifiers. Additionally, the Merger Agreement provides for customary pre-closing covenants of (i) NCR Atleos, including, subject to certain exceptions, covenants relating to conducting its business in the ordinary course of business in all material respects, preserving material business relationships with banks, customers, vendors and others doing business with it, maintaining current assets and permits that are material to NCR Atleos and its subsidiaries taken as a whole, and retaining the services of its officers and key employees and covenants not to take certain actions during the period between signing and the First Effective Time and (ii) Brink’s, including, subject to certain exceptions, covenants not to take certain actions during the period between signing and the First Effective Time.
In addition, subject to the terms of the Merger Agreement, NCR Atleos, Brink’s, Merger Sub I and Merger Sub II are required to use reasonable best efforts to consummate the Mergers and obtain all approvals, consents, registrations, waivers, permits, authorizations, exemptions, clearances, orders and other confirmations from any governmental authority or third party necessary to consummate and make effective the Transactions.
The Merger Agreement provides that, as of the First Effective Time, one NCR Atleos director who meets Brink’s independence criteria and is jointly designated by Brink’s and NCR Atleos will be appointed to the Board of Directors of Brink’s, until such director’s successor is elected and qualified or such director’s earlier death, resignation or removal.
If the Mergers are consummated, the shares of NCR Atleos Common Stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The foregoing description of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be a complete description thereof and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about Brink’s, NCR Atleos or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, are subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement, and are qualified by various standards of materiality. Investors are not third-party beneficiaries of the representations and warranties under Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Brink’s, NCR Atleos or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Brink’s or NCR Atleos’ public disclosures.
| Item 7.01. | Regulation FD Disclosure. |
On February 26, 2026, Brink’s and NCR Atleos issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
In connection with the announcement of the Merger Agreement, Brink’s intends to provide supplemental information regarding the proposed transaction in presentations to analysts and investors. The slides that will be available in connection with those presentations are attached as Exhibit 99.2 hereto and are incorporated herein by reference.
The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of Brink’s under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing.
Cautionary Note 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 Transactions; 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 Transactions; Brink’s indebtedness, including the substantial indebtedness Brink’s will incur in connection with the Transactions and the need to generate sufficient cash flows to service and repay such debt; 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 or shareholder approvals in a timely manner or otherwise; failure to satisfy any other conditions to closing of the Transactions; failure to realize the anticipated benefits and synergies of the Transactions in the expected timeframe or at all, including as a result of a delay in consummating the Transactions; 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 Transactions and other potential disruptions arising from the Transactions; the effects of the announcement of the Transactions 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 Transactions; Brink’s or NCR Atleos’ ability to retain certain key employees following the public announcement of the Transactions; the potential for litigation related to the Transactions; 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 Transactions 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/A for the year ended December 31, 2024, filed with the SEC on November 5, 2025 and, in each case, in subsequent filings with the SEC.
The forward-looking information included in this Current Report on Form 8-K is representative only as of the date of this Current Report on Form 8-K and Brink’s and NCR Atleos undertake no obligation to update, revise or clarify any information contained in this Current Report on Form 8-K or forward-looking statements that may be made from time to time on either of their behalf, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
In connection with the Transactions, Brink’s will file with the SEC the Registration Statement, which will include (i) a preliminary joint proxy statement of both companies, the definitive version of which will separately be sent or provided to Brink’s shareholders and NCR Atleos’ stockholders, and (ii) a prospectus of Brink’s relating to the offer of Brink’s securities to be issued to NCR Atleos’ stockholders in connection with the completion of the Transactions. Brink’s and NCR Atleos may also file other documents with the SEC regarding the Transactions. This Current Report on Form 8-K is not a substitute for the Registration Statement, the preliminary proxy statement/prospectus or any other document which Brink’s or NCR Atleos may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND RELATED MATTERS.
Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus (when it is available) and other documents that are filed with the SEC or will be filed with the SEC by Brink’s or NCR Atleos (when they become available) through the website maintained by the SEC at http://www.sec.gov or from Brink’s at its website, https://us.brinks.com/ or from NCR Atleos at its website, https://investor.ncratleos.com/.
Participants in the Solicitation
Brink’s, NCR Atleos, and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Brink’s or the stockholders of NCR Atleos in connection with the Transactions under the rules of the SEC. Information about the interests of the directors and executive officers of Brink’s and NCR Atleos and other persons who may be deemed to be participants in the solicitation of shareholders of Brink’s or the stockholders of NCR Atleos in connection with the Transactions and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the preliminary proxy statement/prospectus related to the Transactions, which will be filed with the SEC. Additional information (i) about Brink’s, the directors and executive officers of Brink’s and their ownership of Brink’s Common Stock can also be found in its Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026, and its definitive proxy statement, as filed with the SEC on March 21, 2025, and other documents subsequently filed by Brink’s with the SEC and (ii) about NCR Atleos, the directors and executive officers of NCR Atleos and their ownership of NCR Atleos Common Stock can also be found in its Annual Report on Form 10-K/A for the year ended December 31, 2024, as filed with the SEC on November 5, 2025, and its definitive proxy statement, as filed with the SEC on April 4, 2025, and other documents subsequently filed by NCR Atleos with the SEC. Free copies of these documents may be obtained as described above. To the extent holdings of Brink’s or NCR Atleos’ securities by its directors or executive officers have changed since the amounts set forth in such documents, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be included in the preliminary proxy statement/prospectus relating to the Transactions when it is filed with the SEC.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any securities or the solicitation of any vote or approval with respect to the Transactions. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 2.1 | Agreement and Plan of Merger, dated February 26, 2026, among The Brink’s Company, NCR Atleos Corporation, Novus Merger Sub, Inc. and Novus Merger Sub II, LLC* | |
| 99.1 | Joint Press Release, dated February 26, 2026 | |
| 99.2 | Investor Presentation Materials, dated February 26, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Brink’s Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
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.
| THE BRINK’S COMPANY | ||
| Date: February 26, 2026 | By: | /s/ Kurt B. McMaken |
| Kurt B. McMaken | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||
Exhibit 99.1
PRESS RELEASE |
 |
 |
BRINK’S TO ACQUIRE NCR ATLEOS FOR $6.6 BILLION, CREATING LEADING
FINANCIAL TECHNOLOGY INFRASTRUCTURE COMPANY
Cash and stock transaction combines two complementary trusted and globally recognized financial technology infrastructure providers to better serve banking and retail customers
Positioned to accelerate Brink’s growth in high-margin AMS and DRS businesses by expanding into large, under-penetrated addressable markets
Expected to deliver at least 35% accretion to EPS, while generating strong cash flow with an estimated $200 million in annual run-rate cost synergies
Richmond, Va. and Atlanta, Ga., February 26, 2026 – The Brink’s Company (NYSE: BCO) (“Brink’s”) and NCR Atleos Corporation (NYSE: NATL) (“NCR Atleos”) today announced that they have entered into a definitive agreement under which Brink’s will acquire NCR Atleos in a cash and stock transaction valued at approximately $6.6 billion, comprised of 13.3 million shares of Brink’s common stock and $2.2 billion in cash, plus the assumption of approximately $2.6 billion of NCR Atleos’ indebtedness.
The transaction combines two leading financial technology infrastructure providers, joining Brink's global cash management expertise and route-based infrastructure with NCR Atleos’ end-to-end ATM management and services expertise as well as its owned-and-operated ATM network and fast-growing ATM as a Service (ATMaaS) outsourcing solutions. By bringing together the complementary products, services and software of the two companies, Brink’s will be able to provide financial institutions and retail customers with an even broader set of solutions.
“This acquisition further supports Brink's ability to deliver enhanced customer solutions and accelerates our value creation strategy,” said Mark Eubanks, President and Chief Executive Officer of Brink's. “NCR Atleos is a partner we know well, and our business cultures are closely aligned around customer success, continuous improvement, and managing the interface between physical to digital payments to enable ease of cash acceptance and use. By combining our organizations, we gain critical scale and complementary, integrated capabilities to drive our ambitious growth strategy and provide new levels of service to our global customer base.”
Tim Oliver, President and Chief Executive Officer of NCR Atleos, said, “This transaction represents a strategic opportunity for NCR Atleos. The extraordinary efforts of the NCR Atleos team over the two years since our separation from legacy NCR have strengthened our leading ATM installed base, sustained best-in-class service levels and introduced innovative products. Combining the complementary service-led businesses of Brink's and NCR Atleos will enable us to enhance offerings to financial institutions and retailers, and create more opportunities for our employees. The transaction delivers significant value to NCR Atleos shareholders and enables their participation in the future success of the combined company.”
Strategic Benefits
| · | Expanded and diversified offering: The combination will establish greater scale and geographic depth with an improved ability to serve financial institutions, governments, retailers, and independent ATM operators through an integrated set of expanded technology, logistics, and service capabilities across a global footprint of more than 140 countries. |
| · | Superior customer solutions: By integrating NCR Atleos’ leading ATM software, services, installed base of ATMs and strong customer relationships with some of the most well-known financial institutions and retailers, Brink's will be able to expand its customer base and offer more comprehensive and integrated services and products to help customers operate more efficiently. |
| · | Digital Retail Solutions (“DRS”) Integration: NCR Atleos has the largest independent network of ATMs consisting of approximately 78,000 owned and operated ATMs in secure, high foot-traffic retail locations, which are a portion of NCR Atleos’ expansive total global installed base of approximately 600,000 ATMs. The NCR Atleos network will significantly expand Brink’s retail customer locations and provide opportunities to efficiently integrate Brink’s DRS business with existing ATM management. |
Accelerating Growth and Shareholder Value
| · | Attractive financial profile1: The acquisition is expected to allow Brink’s to deliver mid-single-digit organic revenue growth with greater recurring revenue and significant EBITDA margin expansion potential, as well as strong and improving free cash flow. The combined company is anticipated to generate approximately $10 billion in total revenue. |
| · | Enhanced revenue streams: The combined company expects to have a strong foundation of recurring, subscription-based revenue, serving a large, globally installed base of ATMs to deliver software, maintenance, repairs, cash logistics, and total ATM outsourcing services. |
| · | Cost synergy realization: Brink’s expects to realize $200 million2 in annual run-rate cost synergies within three years of closing. |
| · | Strong accretion and returns: The transaction is expected to be highly accretive to earnings, including at least 35% accretive to EPS3, while enhancing long-term financial results and capital allocation flexibility. |
| · | Balance sheet flexibility: The combination is expected to generate strong free cash flow, enabling the combined company to rapidly reduce net leverage into a target range of 2.0-3.0x by the end of 20274. |
Transaction Details
Brink’s will acquire each outstanding share of NCR Atleos for $30.00 in cash and 0.1574 shares of Brink’s common stock, which, based on Brink’s closing share price on February 25, 2026 of $129.58, reflects an implied value of $50.40 per share of NCR Atleos. The implied $50.40 value of the per share merger consideration represents a premium of approximately 24% over NCR Atleos’ closing share price on February 25, 2026, and a premium of 26% over NCR Atleos’ 30-day volume weighted average price. Post-closing, Brink’s shareholders will own approximately 78%, and NCR Atleos shareholders will own approximately 22%, of the outstanding shares of Brink’s common stock.
The cash portion of the purchase price will be financed with a combination of cash on the balance sheet and new debt raised. Brink’s has obtained $4.5 billion in committed bridge financing from Morgan Stanley Senior Funding, Inc.
1 Based on 2026 consensus estimates for Brink’s and NCR Atleos
2 Estimated synergies are pre-tax
3 Calculated using 2027 consensus estimates for Brink's and NCR Atleos' Net Income
4 Assumes closing occurs in the first quarter of 2027
Timing, Approvals and Governance
The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the first quarter of 2027, subject to customary closing conditions, including regulatory approvals and the approval of both companies’ shareholders.
Mark Eubanks and Kurt McMaken will serve as Chief Executive Officer and Chief Financial Officer, respectively, of the combined company. Upon closing, one mutually agreed upon independent director from the NCR Atleos Board of Directors will join the Brink’s Board of Directors.
Advisors
Morgan Stanley & Co. LLC is serving as financial advisor, Sidley Austin LLP is serving as legal advisor, and FGS Global is serving as strategic communications advisor to Brink’s. J.P. Morgan Securities LLC is serving as financial advisor, King & Spalding LLP is serving as legal advisor, and Collected Strategies is serving as strategic communications advisor to NCR Atleos.
Investor Conference Call and Transaction Website Details
There will be a live conference call and webcast to discuss the transaction on February 26, 2026, at 4:30pm ET. A live broadcast of the conference call will be available on both the Brink’s website and the NCR Atleos website. To access the live call, dial 888-349-0094 (in the U.S.) or 412-902-0124 (international). A replay will be available through March 5, 2026 at 855-669-9658 (in the U.S.) or 412-317-0088 (international) and use conference number 7137236.
Brink’s and NCR Atleos Fourth Quarter and Full Year 2025 Earnings Results
In separate press releases issued today, Brink’s and NCR Atleos released their respective fourth quarter and full year 2025 financial results, which can be found on the investor relations section on each company’s website. NCR Atleos has cancelled its previously scheduled conference call for February 27, 2026.
About The Brink’s Company
The Brink’s Company (NYSE: BCO) is a leading global provider of cash and valuables management, digital retail solutions, and ATM managed services. Our customers include financial institutions, retailers, government agencies, mints, jewelers and other commercial operations. Our network of operations in 51 countries serves customers in more than 100 countries. For more information, please visit our website at www.brinks.com.
About NCR Atleos
NCR Atleos (NYSE: NATL) is the 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. NCR Atleos improves operational efficiency for financial institutions, drives footfall for retailers and enables digital-first financial self-service experiences for consumers. For more information, visit https://www.ncratleos.com.
Forward-Looking Statements
This release 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 proposed transaction with NCR Atleos (the “Transaction”); the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; Brink’s ability to finance the Transaction; Brink’s indebtedness, including the substantial indebtedness Brink’s will incur in connection with the Transaction and the need to generate sufficient cash flows to service and repay such debt; 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 or shareholder approvals in a timely manner or otherwise; failure to satisfy any other conditions to closing of the Transaction; failure to realize the anticipated benefits and synergies of the Transaction in the expected timeframe or at all, including as a result of a delay in consummating the Transaction; 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 Transaction and other potential disruptions arising from the Transaction; the effects of the announcement of the Transaction 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 Transaction; Brink’s or NCR Atleos’ ability to retain certain key employees following the public announcement of the Transaction; the potential for litigation related to the Transaction; 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 Transaction 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 Securities and Exchange Commission (the “SEC”) on February 26, 2026, and (ii) NCR Atleos’ Annual Report on Form 10-K/A for the year ended December 31, 2024, filed with the SEC on November 5, 2025 and, in each case, in subsequent filings with the SEC.
The forward-looking information included in this release is representative only as of the date of this document and Brink's and NCR Atleos undertake no obligation to update, revise or clarify any information contained in this document or forward-looking statements that may be made from time to time on either of their behalf, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
In connection with the Transaction, Brink’s will file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include (i) a preliminary joint proxy statement of both companies, the definitive version of which will separately be sent or provided to Brink’s and NCR Atleos’ respective shareholders, and (ii) a prospectus of Brink’s relating to the offer of Brink’s securities to be issued to NCR Atleos’ shareholders in connection with the completion of the Transaction. Brink’s and NCR Atleos may also file other documents with the SEC regarding the Transaction. This document is not a substitute for the Registration Statement, the preliminary proxy statement/prospectus or any other document which Brink’s or NCR Atleos may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus (when it is available) and other documents that are filed with the SEC or will be filed with the SEC by Brink’s or NCR Atleos (when they become available) through the website maintained by the SEC at http://www.sec.gov or from Brink’s at its website, https://us.brinks.com, or from NCR Atleos at its website, https://www.ncratleos.com.
Participants in the Solicitation
Brink’s, NCR Atleos, and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Brink’s or NCR Atleos in connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive officers of Brink’s and NCR Atleos and other persons who may be deemed to be participants in the solicitation of shareholders of Brink’s or NCR Atleos in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the preliminary proxy statement/prospectus related to the Transaction, which will be filed with the SEC. Additional information (i) about Brink’s, the directors and executive officers of Brink’s and their ownership of Brink’s common stock can also be found in its Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026, and its definitive proxy statement, as filed with the SEC on March 21, 2025 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000078890/000110465925026390/tm252318-2_def14a.htm), and other documents subsequently filed by Brink’s with the SEC and (ii) about NCR Atleos, the directors and executive officers of NCR Atleos and their ownership of NCR Atleos’ common stock can also be found in its Annual Report on Form 10-K/A for the year ended December 31, 2024, filed with the SEC on November 5, 2025, and its definitive proxy statement, as filed with the SEC on April 4, 2025 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001974138/000155837025004435/natl-20250521xdef14a.htm), and other documents subsequently filed by NCR Atleos with the SEC. Free copies of these documents may be obtained as described above. To the extent holdings of Brink’s or NCR Atleos’ securities by its directors or executive officers have changed since the amounts set forth in such documents, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC (available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0000078890 and at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001974138). Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be included in the preliminary proxy statement/prospectus relating to the Transaction when it is filed with the SEC.
Contacts
For Brink’s:
Investor Inquiries
Jesse Jenkins
jesse.jenkins@brinksinc.com
Media Inquiries
Kelly McNeff
(469) 549-6555
brinksmedia@brinks.com
OR
FGS Global
brinks@fgsglobal.com
For NCR Atleos:
Investor Inquiries
Melanie Skijus
melanie.skijus@ncratleos.com
Media Inquiries
Scott Sykes
scott.sykes@ncratleos.com
OR
Jim Golden, Jude Gorman, Tali Epstein
Collected Strategies
NATL-CS@collectedstrategies.com
Exhibit 99.2
Creating a Leader in Financial Technology Infrastructure February 26, 2026
2 Cautionary Note Regarding Forward - Looking Statements This presentation 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,” “pl an,” “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 pre dict 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 proposed tr ansaction with NCR Atleos (the “ Transaction ”); the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agree men t; Brink’s ability to finance the Transaction; Brink’s indebtedness, including the substantial indebtedness Brink’s will incur in connection with the Transaction and the need to generate suffici ent cash flows to service and repay such debt; failure to consummate any anticipated repayment of the combined company’s indebted ne ss or make any returns to shareholders in the expected timeframe or at all; failure to obtain applicable regulatory or shareholder approvals in a timely manner or otherwise; failure to satisfy any other conditions to closing of the Transacti on; failure to realize the anticipated benefits and synergies of the Transaction in the expected timeframe or at all, including a s a result of a delay in consummating the Transaction; 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 Transaction and other potential disru pti ons arising from the Transaction; the effects of the announcement of the Transaction 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 followi ng the public announcement of the Transaction; Brink’s or NCR Atleos ’ ability to retain certain key employees following the public announcement of the Transaction; the potential for litigation rel ated to the Transaction; Brink’s or NCR Atleos ’ ability to obtain certain third party or governmental regulatory consents, approvals or clearances; potential undisclosed lia bil ities of NCR Atleos not identified during the due diligence process; the impact of the Transaction 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 Securities and Exchange Commission (th e “ 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 26, 2026 and, in each case, in subsequent filings with the SEC. The forward - looking information included in this presentation is representative only as of the date of this document and Brink’s and NCR Atleos undertake no obligation to update, revise or clarify any information contained in this document or forward - looking statements t hat may be made from time to time on either of their behalf, whether as a result of new information, future events or otherwise, except as required by law. Additional Information and Where to Find It In connection with the Transaction, Brink’s will file with the SEC a registration statement on Form S - 4 (the “ Registration Statement ”), which will include ( i ) a preliminary joint proxy statement of both companies, the definitive version of which will separately be sent or provided to Brink’s and NCR Atleos ’ respective shareholders, and (ii) a prospectus of Brink’s relating to the offer of Brink’s securities to be issued to NCR Atleos ’ shareholders in connection with the completion of the Transaction. Brink’s and NCR Atleos may also file other documents with the SEC regarding the Transaction. This document is not a substitute for the Registration St atement, the preliminary proxy statement/prospectus or any other document which Brink’s or NCR Atleos may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THA T ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION AB OUT THE TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus (when it is available) an d o ther documents that are filed with the SEC or will be filed with the SEC by Brink’s or NCR Atleos (when they become available) through the website maintained by the SEC at http://www.sec.gov or from Brink’s at its website, https://us.brinks.com/ or from NCR Atleos at its website, https://investor.ncratleos.com/. Participants in the Solicitation Brink’s, NCR Atleos , and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Brink’s or NCR Atleos in connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive o fficers of Brink’s and NCR Atleos and other persons who may be deemed to be participants in the solicitation of shareholders of Brink’s or NCR Atleos in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwis e, will be included in the preliminary proxy statement/prospectus related to the Transaction, which will be filed with the SEC. Ad ditional information ( i ) about Brink’s, the directors and executive officers of Brink’s and their ownership of Brink’s common stock can also be found in its Annual Report on Form 10 - K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026, and its definit ive proxy statement, as filed with the SEC on March 21, 2025, and other documents subsequently filed by Brink’s with the SEC and (ii) about NCR Atleos , the directors and executive officers of NCR Atleos and their ownership of NCR Atleos common stock can also be found in its Annual Report on Form 10 - K/A for the year ended December 31, 2024, filed with the SEC on November 5, 2025, and its definitive proxy statement, as filed with the SEC on April 4, 2025, and other documents subsequently filed by NCR Atleos with the SEC. Free copies of these documents may be obtained as described above. To the extent holdings of Brink’s or NCR Atleos ’ securities by its directors or executive officers have changed since the amounts set forth in such documents, such changes hav e been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Additional information reg ard ing the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will b e i ncluded in the preliminary proxy statement/prospectus relating to the Transaction when it is filed with the SEC. NCR Atleos Data Data about NCR Atleos provided in this presentation, including financial information, was obtained from NCR Atleos ’ management. Forward - Looking Financial Information The assumptions and estimates underlying the forward - looking financial information for the combined company are inherently uncer tain and are subject to a wide variety of business, economic and competitive risks and uncertainties that could cause actual res ults to differ materially from those contained in such forward - looking financial information, including those referred to in the “Cautionary Note Regarding Forward - Looking Statements” disclaimer in this presentation. Forward - looking fina ncial information for the combined company is inherently uncertain due to a number of factors outside of Brink’s and NCR Atleos ’ control. Accordingly, there can be no assurance that these prospective results are indicative of the combined company’s future performance following the Transaction, or that actual results of the combined company will not differ materi all y from those presented in the forward - looking financial information. Inclusion of such forward - looking financial information in this presentation should not be regarded as a representation by any person that the results contained in the forward - looking financial information will be achieved. Market and Industry Data Unless otherwise indicated, market data and certain industry forecast data used in this presentation were obtained from inter nal reports, where appropriate, as well as third party sources and other publicly available information. Data regarding the indus tr ies in which Brink’s and NCR Atleos compete, and their market positions and market share in those industries, are inherently imprecise and are subject to significant business, economic and competitive risks and uncertainties beyond the con tro l of Brink’s and NCR Atleos . Non - GAAP Financial Measures This presentation includes certain financial measures that are not calculated in accordance with generally accepted accountin g p rinciples in the United States (“GAAP”). A reconciliation of such measures to the most comparable GAAP figures in accordance wit h Regulation G is presented in the earnings releases for the appropriate periods available on Brink’s website, https://us.brinks.com/ or NCR Atleos ’ website, https://investor.ncratleos.com/ . Forward - looking non - GAAP measures cannot be reconciled to GAAP without unreasonable effort, as Brink's and NCR Atleos are unable to accurately forecast certain amounts that are necessary for reconciliation. The forward - looking non - GAAP measures assume the continuation of current economic trends and reflect current assumptions regarding variables that are difficult to acc urately forecast, including those discussed in the Risk Factors set forth in each of Brink's and NCR Atleos ' respective filings with the SEC. No Offer or Solicitation This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities or the solicit ati on of any vote or approval with respect to the Transaction. No offer of securities shall be made except by means of a prospec tus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualif ica tion under the securities laws of such jurisdiction.
3 Combining Trusted Financial Technology Infrastructure Solution Providers to Better Serve Banking and Retail Customers Enhanced Size and Scale Combined company: 1 • ~$10B Total Revenue • ~$2B of Adjusted EBITDA • Adj. EBITDA Margins ~20% • ~$ 1B of Free Cash Flow Resilient and Growing Financial Profile • Expanded recurring subscription - based revenue • Resilient organic growth • Cost optimization potential Broader Capabilities • Fully integrated offering • Technology - driven ATM managed services “AMS” + Digital Retail Solutions “DRS” Expanded Addressable Market • Accelerating AMS/DRS trends • Large, under - penetrated addressable markets Enhanced Value Creation • Attractive transaction multiple • Expected annual run - rate cost synergies of $200M 2 • Expected to be at least 35% EPS accretive 3 1 Combined company financial data is based on 2026 (for all metrics other than FCF) or 2027 (for FCF) consensus estimates for Br ink’s and NCR Atleos , is provided for illustrative purposes only and excludes the effects of transaction synergies, unless otherwise specified. S ee slides 5 and 9 for calculations of illustrative combined company Total Revenue, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow 2 $200M in pre - tax annual run - rate cost synergies expected to be realized within three years of closing 3 Calculated using 2027 consensus estimates for Brink’s and NCR Atleos ’ Net Income
4 NCR Atleos Overview Industry Leading Self - service Banking Solution Platform #1 ATMaaS and Managed Services Provider #1 Independently owned and operated ATM network globally #1 Provider of Multi - vendor ATM software applications and middleware Full outsourcing capabilities Extensive hardware & software services Device design & production Transaction processing ~600k Global installed base of devices ~78k Largest independent network of owned and operated ATMs + 140 Countries ~20k Employees Software design & licensing Innovative new transaction types
5 Broadened Customer Offerings to Enhance Scale and Profitability 1 Financial figures for Brink’s and NCR Atleos represent results for the year ended December 31, 2025 2 Reflects Brink’s 2025 strategic pillars across its service lines and NCR Atleos ’ 2025 reported segments 3 See Brink's fourth quarter 2025 earnings release posted to its website at https://investors.brinks.com/ for a reconciliatio n o f Brink's Adjusted EBITDA to Net income attributable to Brink’s. See NCR Atleos ' fourth quarter 2025 earnings release posted to its website at https://investor.ncratleos.com/ for a reconciliation of NCR A tle os' Adjusted EBITDA to Net income attributable to NCR Atleos 4 Combined company financial data reflects 2026 consensus estimates for Brink’s and NCR Atleos , is provided for illustrative purposes only and excludes the effects of transaction synergies, unless otherwise specified Total Revenue 1 & Geographic Split Portfolio/ Revenue by Segment 1 + = Adj. EBITDA 1 $ 977 M $830M North America Latin America Europe Rest of World 25% 33% 27% 15% $5.3B United States Americas (ex - US) EMEA APAC $4.4B 18.6% Adj. EBITDA Margin Cash and Valuables Management DRS / AMS 28% 72% Network Self - Service Banking 5% T&T & Other 29% 60% 6% ATMaaS 19.1% 45% 31% 12% 12% ~$10B Total Revenue Illustrative Combined Company 2026 4 YE 2025 YE 2025 ~$2B Adj. EBITDA Mid - Single Digit Expected Organic Revenue Growth Profile ~20% Adj. EBITDA Margin
6 Integrated, Best - in - Class Capabilities Across the Full Customer Value Chain Complementary Offerings and Capabilities Enable Network Optimization of ATM Managed Services and Outsourcing Hardware Software Cash Logistics Monitoring & Forecasting Dispatch Processing FLM/SLM Strong global partnerships with some of the most well - known financial institutions and retailers - Enables further penetration of managed services and outsourcing end - markets Enhanced Potential to Penetrate Large & Expanding Addressable Markets 1 Existing ATM Managed Services Traditional Cash Management $28B $8B +2 - 3x Potential 1 Illustrative addressable market values based on management estimates and market research
7 Combining Industry Leading DRS and AMS Offerings to Safely and Securely Streamline the Retail Payments Ecosystem Enhanced Potential to Penetrate Large & Expanding Addressable Markets 1 Existing ATM Managed Services Traditional Cash Management $28B $8B +2 - 3x Potential 1 Illustrative addressable market values based on management estimates and market research
8 Expected Synergies Across the Business: Unlocking Value and Accelerating Growth and Profitability Service network and infrastructure Insourcing logistics and field services, optimizing cash placement, driving network efficiencies SG&A Streamlining and optimizing SG&A and eliminating duplicative public company costs Procurement Leveraging combined purchases of materials, services and capital $200M Annual run - rate cost synergies expected to be realized within three years of closing 1 ~$70M ~$105M ~$25M 1 Presented on a pre - tax basis. Management estimates 1:1 cost to capture.
9 Strengthening Free Cash Flow Generation to Maximize Shareholder Value Creation Combined Free Cash Flow Free Cash Flow ($M) 1 Conversion (%) 2 $400 $436 ~$1B $242 $326 2024 2025 2 - 3 YEARS Brink's NCR Atleos Post - Closing Combined Net Leverage Near - Term Capital Allocation Priorities Organic Investment – AMS/DRS growth and productivity initiatives Reduce Debt – Targeted Net Leverage of 2.0 - 3.0x by 2027E Ability to Return Capital to Shareholders – once leverage returns to targeted range 44% 31% 1 Represents Free Cash Flow before dividends for Brink's and Adjusted Free Cash Flow - unrestricted for NCR Atleos . See Brink's earnings releases posted to its website at https://investors.brinks.com/ for a reconciliation of Brink's Free C ash Flow before dividends to Cash flows provided from (used in) operating activities. See NCR Atleos ' earnings releases posted to its website at https://investor.ncratleos.com/ for a reconciliation of NCR Atleo's' Adjusted Fr ee Cash Flow - unrestricted to Net cash provided by operating activities 2 Conversion is calculated as Free Cash Flow before dividends (for Brink's) and Adjusted Free Cash Flow - unrestricted (for NCR Atleos ), in each case, divided by the applicable company's Adjusted EBITDA for the same period 3 Post - closing Combined Free Cash Flow represents 2027 consensus estimates for Free Cash Flow before dividends for Brink's and Adj usted Free Cash Flow - unrestricted for NCR Atleos , as well as $200M in pre - tax annual run - rate cost synergies expected to be realized within three years and management's estimate of related integration expenses 4 Combined Net Leverage ( unsynergized ) is provided for illustrative purposes only and reflects consensus estimates for post - closing Net Debt divided by consensus estimates for post - closing Adjusted EBITDA 5 Combined Net Leverage (synergized) is provided for illustrative purposes only and reflects Combined Net Leverage ( unsynergized ) and immediate realization of $200M in pre - tax annual run - rate cost synergies expected to be realized within three years of clo sing 6 Illustratively reflects ~$500M in debt repayment expected to occur by the end of 2027 (assuming closing occurs in Q1 2027). Th ere can be no assurance as to when any such debt repayment will occur (if at all) 45% 39% 3 $762 Expected Pro Forma Unsynergized Synergized 2027E (with Debt Repayment) 3.4x 3.1x <3.0x 1Q 2027E (At Close) $642 4 5 3 6 42%
10 Transaction Consideration Financial Impact Transaction Overview • Implied value: $6.6B 1 , 7.2x 2026E NCR Atleos Adjusted EBITDA 2 • Implies a 24% premium over NCR Atleos ’ closing stock price on February 25, 2026, and a 26% premium over NCR Atleos ' 30 - day VWAP • $50.40 per share consideration consisting of: • $30 per share in cash + 0.1574 Brink’s shares per NCR Atleos share 3 • Cash portion financed with a combination of cash on balance sheet and new debt raised • Brink’s shareholders to own ~78%, NCR Atleos shareholders to own ~22% of combined company’s common stock • $200M in annual run - rate cost synergies expected to be realized within three years of closing 4 • Expected to be at least 35% accretive to EPS 5 and strengthen long - term financial results and capital allocation flexibility • Net Leverage expected to be reduced to within 2.0x - 3.0x target range by year - end 2027 6 • Transaction expected to close in Q1 2027 , subject to the completion of customary closing conditions, including regulatory approvals and approval by Brink’s and NCR Atleos ’ shareholders • Mark Eubanks and Kurt McMaken to lead as CEO and CFO of the combined company, respectively • Upon closing, one mutually agreed upon independent director from the NCR Atleos Board of Directors will join the Brink’s Board of Directors Timing & Governance 1 The implied transaction value is comprised of 13.3 million shares of Brink's common stock and $2.2 billion in cash plus the as sumption of approximately $2.6 billion of NCR Atleos ' indebtedness 2 Reflects consensus estimates for NCR Atleos ' Adjusted EBITDA 3 Based on Brink’s closing share price on February 25, 2026 of $129.58 4 Presented on a pre - tax basis 5 Calculated using 2027 consensus estimates for Brink’s and NCR Atleos ’ Net Income 6 Assumes closing occurs in Q1 2027. There can be no assurance as to when any such debt repayment will occur (if at all). See s lide 9 for calculation of illustrative Combined Net Leverage
11 Combination Accelerates Existing Core Value Creation Priorities 1 Presented on a pre - tax basis 2 Illustrative combined Free Cash Flow represents 2027 consensus estimates for Free Cash Flow before dividends for Brink’s an d A djusted Free Cash Flow - unrestricted for NCR Atleos , as well as $200M in pre - tax annual run - rate cost synergies expected to be realized within three years and management’s estimate of related integration expenses 3 Assumes closing occurs in Q1 2027. There can be no assurance as to when any such debt repayment will occur (if at all). Se e s lide 9 for calculation of illustrative Combined Net Leverage Grow Organically Leading capabilities across every touchpoint of the ATM ownership value chain with new opportunities to grow with retail customers Expand Profit Margins $200M in annual run - rate cost synergies 1 expected to be realized within three years of closing, primarily from SG&A optimization, network integration, and procurement efficiencies Improve FCF Conversion The combined business is expected to deliver ~$1B in annual Free Cash Flow 2 1 2 3 Maximize Shareholder Value Targeting Net Leverage reduction into range of 2.0 - 3.0x by year - end 2027 with expectation of returning capital to shareholders once achieved 3 4
FAQ
What did The Brink’s Company (BCO) announce regarding NCR Atleos?
What is the per-share consideration for NCR Atleos in the Brink’s acquisition?
How will Brink’s finance the $6.6 billion NCR Atleos transaction?
What financial benefits and synergies does Brink’s expect from acquiring NCR Atleos?
When is the Brink’s and NCR Atleos acquisition expected to close and who will lead the combined company?
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