NATL Amends CEO Deal to Preserve 300% Change-in-Control Payout

Rhea-AI Filing Summary

The Compensation and Human Resource Committee of NCR Atleos Corporation approved an amendment to CEO Timothy C. Oliver's employment agreement that will keep his Separation Multiplier at 300% under the company's Change in Control Severance Plan effective October 16, 2025. Without the amendment, the multiplier would have reduced to 200% on that date. The committee said it approved the amendment to preserve the existing level of retention value given Mr. Oliver's performance and importance to the company. No other terms of the employment agreement were changed. The amendment is filed as Exhibit 10.1 to the Current Report.

Insights

Corporate Governance Expert

TL;DR: Board retained current CEO severance protection to preserve retention, signaling confidence in leadership while increasing potential post-change-in-control cost.

The committee's decision to preserve a 300% Separation Multiplier rather than allow it to drop to 200% maintains a strong retention incentive for the CEO ahead of the effective date. This action communicates board support for the CEO's performance and importance to the business. From a governance perspective, the amendment is straightforward: it adjusts executive pay-related severance economics but does not change other contractual terms. The filing references an Exhibit with the full amendment for precise language and mechanics.

Executive Compensation Analyst

TL;DR: The amendment preserves an elevated severance multiple, keeping higher retention value and potential payout obligations intact.

Maintaining a 300% Separation Multiplier versus allowing a decline to 200% materially preserves the CEO's retention economics. That raises the notional potential severance exposure under a change in control scenario relative to the original post-effective-date schedule. The filing indicates the committee made a qualitative assessment based on performance and importance; however, it does not quantify potential incremental cost or the scenarios that would trigger payment. The full amendment (Exhibit 10.1) is required to assess payment triggers and exact calculations.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

9/23/20250001974138false00019741382025-09-232025-09-23

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): September 23, 2025

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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 23, 2025, the Compensation and Human Resource Committee (the "CHRC") of the Board of Directors of NCR Atleos Corporation (the "Company") approved an amendment to the employment agreement of the Company's Chief Executive Officer, Timothy C. Oliver (the "Amendment").

The Amendment is effective as of October 16, 2025 (the "Effective Date") and continues Mr. Oliver's current 300% Separation Multiplier under the Company's Change in Control Severance Plan, which absent the Amendment would have been reduced to 200% on the Effective Date.

The CHRC approved the Amendment in order to continue the same level of retention value that is currently in effect for Mr. Oliver. The CHRC did not view a reduction in the Separation Multiplier to be an appropriate outcome based on Mr. Oliver’s performance and overall importance to the Company.

Except as set forth above, the terms of the employment agreement have not been modified by the Amendment. The discussion above is qualified in its entirety by reference to the Amendment, which is being filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

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
10.1			Amendment to Employment Agreement, dated as of September 23, 2025, by and between the Company and Timothy C. Oliver
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 Nuñez
						Ricardo Nuñez
						Executive Vice President, General Counsel and Corporate Secretary

Date: September 26, 2025

FAQ

What change did NCR Atleos (NATL) make to CEO Timothy C. Oliver's employment agreement?

The company amended the employment agreement to continue a 300% Separation Multiplier under its Change in Control Severance Plan effective October 16, 2025.

When would the separation multiplier have changed without the amendment?

Absent the amendment, the Separation Multiplier would have reduced to 200% on October 16, 2025.

Did the amendment change any other terms of the CEO's employment agreement?

No. The filing states that except as set forth above, the terms have not been modified.

Where can I find the full text of the amendment?

The filing indicates the Amendment is attached as Exhibit 10.1 to the Current Report and is incorporated by reference.

Why did the Compensation and Human Resource Committee approve the amendment?

The CHRC approved the amendment to continue the same level of retention value given Mr. Oliver's performance and importance to the company.