NCR Atleos (NATL) CEO settles performance RSUs and updates share holdings

Rhea-AI Filing Summary

NCR Atleos Corp President & CEO Timothy Charles Oliver reported equity compensation activity involving performance-based restricted stock units (RSUs) and common stock on January 30, 2026. The filing shows 28,817 performance-based RSUs were exercised and converted into common shares at a reference price of $38.11 per share.

Following this conversion, his directly held common stock increased to 335,150 shares before tax-related withholding. A separate transaction with code "F" indicates 12,997 common shares were withheld at $38.11 per share, leaving him with 322,153 common shares directly owned after the reported transactions.

The derivative table shows 25,026 performance-based RSUs with a zero exercise price were reported as disposed of, and another 28,817 RSUs were exercised, leaving no performance-based RSUs beneficially owned after these events. The filing notes that performance for these awards was certified on January 29, 2026, and the RSUs vested on December 31, 2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

OLIVER TIMOTHY CHARLES

(Last) (First) (Middle)

864 SPRING STREET NW

(Street)

ATLANTA GA 30308

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NCR Atleos Corp [ NATL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2026		M		28,817	A	$38.11	335,150	D
Common Stock	01/30/2026		F		12,997	D	$38.11	322,153	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-Based Restricted Stock Units	$0	01/30/2026(1)		D			25,026	12/31/2025	(2)	Common Stock	25,026	$38.11	28,817	D
Performance-Based Restricted Stock Units	$0	01/30/2026(1)		M			28,817	12/31/2025	(2)	Common Stock	28,817	$38.11	0	D

Explanation of Responses:

1. Performance was certified by the NCR Voyix Corporation Compensation & Human Resource Committee on January 29, 2026.

2. Reflects the vesting of performance-based restricted stock units that vested on December 31, 2025.

	/s/ Leah Singleton, Attorney-in-Fact	02/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did NCR Atleos (NATL) report for its CEO?

NCR Atleos reported that President & CEO Timothy Charles Oliver exercised performance-based restricted stock units into common shares and had shares withheld for taxes. These actions reflect normal settlement of equity awards rather than open-market buying or selling activity.

How many NCR Atleos common shares does the CEO own after the January 30, 2026 transactions?

After the reported January 30, 2026 transactions, the CEO directly owns 322,153 NCR Atleos common shares. This figure reflects 28,817 shares received from RSU conversion and 12,997 shares withheld, as shown in the non-derivative securities table.

What happened to the CEO’s performance-based restricted stock units at NCR Atleos?

The CEO reported disposal of 25,026 performance-based RSUs and exercise of 28,817 RSUs into common stock. After these transactions, he held zero performance-based RSUs, indicating the awards were fully settled following performance certification and vesting.

What do transaction codes M and F mean in the NCR Atleos Form 4?

In this Form 4, code "M" indicates the exercise or conversion of derivative securities (performance-based RSUs) into common stock. Code "F" indicates shares of common stock were withheld at $38.11 per share, typically to cover associated tax obligations on the equity award.

When were the NCR Atleos performance-based RSUs vested and certified?

The performance-based RSUs vested on December 31, 2025. Performance for these awards was certified on January 29, 2026 by the NCR Voyix Corporation Compensation & Human Resource Committee, according to the explanatory footnotes in the Form 4 filing.

Did the NCR Atleos CEO’s Form 4 involve open-market stock purchases or sales?

The reported transactions involve RSU vesting, conversion, and share withholding, not open-market trades. Shares were acquired through the exercise of performance-based RSUs and some were withheld, likely for taxes, as indicated by codes "M" and "F" in the filing tables.