NATL Form 4: Director Defers Retainer into 1,336 Phantom Stock Units

Rhea-AI Filing Summary

Reece Joseph E, a director of NCR Atleos Corp (NATL), reported a Section 16 transaction dated 09/30/2025 in which 1,336 phantom stock units were acquired under the company’s Director Compensation Program in lieu of a quarterly cash retainer.

Those phantom units convert one-for-one into common stock and are payable as common shares only upon the reporting person’s termination of director service. After the reported transaction the filing shows the reporting person beneficially owns 8,555 shares (direct). The filing lists a per-share reference price of $39.31 associated with the units.

Positive

• 1,336 phantom stock units acquired under the Director Compensation Program
• Reporting person’s beneficial ownership totals 8,555 shares following the transaction
• Deferral converts cash retainer into equity-linked units, aligning director pay with shareholder value

Negative

• Phantom units are payable in common stock only upon termination, so they are not immediate, transferable shares
• The reported $39.31 reference price indicates valuation exposure but does not represent cash realized by the director now

Insights

Corporate Governance Expert

Director deferred cash retainer into phantom units that convert to stock at termination.

The filing shows a director-elected deferral under the Director Compensation Program, acquiring 1,336 phantom stock units on 09/30/2025. These units are contractual compensation rather than immediate stock issuance and convert one-for-one into common stock only upon termination of service.

This structure aligns director compensation with shareholder value over the long term but means the reported 1,336 units do not represent current transferable shares; they increase beneficial ownership to 8,555 only in the event of conversion.

Executive Compensation Analyst

Compensation was deferred into equity-linked units valued at about $39.31 each.

The report lists a per-unit reference of $39.31, implying the deferred quarterly retainer was converted to 1,336 phantom units. Phantom units mirror equity economics on conversion but typically lack voting or transfer rights until settled.

This is a common practice to conserve cash and retain directors; the units become payable in common stock upon termination, per the filing.

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Reece Joseph E

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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

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
Phantom Stock Units(1)	(2)	09/30/2025		A		1,336		(3)	(3)	Common Stock	1,336	$39.31	8,555	D

Explanation of Responses:

1. These are stocks acquired under the NCR Atleos Director Compensation Program (the "Compensation Program") as part of the reporting person's quarterly cash retainer. The reporting person elected to defer receipt of the quarterly cash retainer as NCR Atleos common stock to be received following the termination of the reporting person's service as a director.

2. The phantom stock units are converted into common stock on a one-for-one basis.

3. The phantom stock units become payable in common stock following the reporting person's termination of service as a director.

	/s/ Leah Singleton, Attorney-in-Fact	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Reece Joseph E report on Form 4 for NATL?

The filing reports acquisition of 1,336 phantom stock units under the company’s Director Compensation Program on 09/30/2025.

Do the phantom stock units convert to NATL common stock?

Yes. The phantom units convert one-for-one into common stock and are payable as common shares upon the reporting person’s termination of director service.

How many shares does the reporting person beneficially own after the transaction?

The Form 4 shows the reporting person beneficially owns 8,555 shares following the reported transaction.

What price is associated with the phantom units in the filing?

The filing lists a per-share reference price of $39.31 associated with the phantom stock units.

Was this Form 4 filed jointly or by one reporting person?

The filing indicates it was filed by one reporting person.