The Brink’s Company agrees to acquire NCR Atleos in a cash-and-stock transaction valued at $6.6 billion. The deal consideration is $50.40 per NCR Atleos share, consisting of $30 cash plus 0.1574 Brink’s shares per NCR Atleos share. The companies expect closing in Q1 2027, subject to customary regulatory and shareholder approvals.
Brink’s projects a combined company with ~$10B in revenue, adjusted EBITDA margins around -20%, estimated annual cost synergies of $200M within three years, at least 35% accretion to EPS, and an added installed base of ~600,000 ATMs across 140+ countries.
NCR Atleos entered into a definitive merger agreement to be acquired by The Brink's Company. Under the agreement, each share of NCR Atleos common stock will be converted into $30.00 in cash plus 0.1574 shares of Brink's common stock at the First Effective Time. The transaction requires customary closing conditions, including stockholder approvals, antitrust clearances (the HSR Condition), governmental consents, the effectiveness of a Form S-4 registration statement and NYSE listing authorization. The merger agreement includes customary covenants, termination rights, and reciprocal termination fees of $145,000,000 and $175,000,000 in specified scenarios. If consummated, NCR Atleos shares will be delisted and deregistered.
NCR Atleos agreed to be acquired by The Brink’s Company in a cash-and-stock merger valuing NCR Atleos at about $6.6 billion. Each NCR Atleos share will be converted into $30.00 in cash plus 0.1574 shares of Brink’s common stock, implying $50.40 per share based on Brink’s prior closing price.
The implied consideration represents a 24% premium to NCR Atleos’ last closing price and a 26% premium to its 30‑day volume-weighted average price. After closing, Brink’s shareholders are expected to own about 78% of the combined company, with NCR Atleos stockholders holding about 22%.
Brink’s plans to finance the cash portion with balance sheet cash and new debt and has secured $4.5 billion of committed bridge financing. The companies target about $200 million in annual run-rate cost synergies and expect the deal to be at least 35% EPS accretive, subject to shareholder and regulatory approvals and other customary closing conditions. Closing is expected in the first quarter of 2027.
The Brink’s Company entered into a definitive Agreement and Plan of Merger to acquire NCR Atleos. At the First Effective Time each share of NCR Atleos common stock will convert into $30.00 in cash plus 0.1574 shares of Brink’s common stock. The transaction requires customary closing conditions and regulatory, shareholder and HSR approvals and contemplates the delisting and deregistration of NCR Atleos common stock if consummated.
Brink’s obtained commitment letters for bridge financing of up to $2,276 million with backstop tranches of up to $873 million and $1,350 million. Termination fees are $145,000,000 to Brink’s in certain circumstances and $175,000,000 to NCR Atleos in certain other circumstances. The Outside Date is February 26, 2027, with a potential extension to August 26, 2027.
NCR Atleos reported solid fourth quarter and full year 2025 results and separately announced a definitive agreement to be acquired by The Brink’s Company in a cash and stock transaction.
Full year 2025 revenue was $4.35 billion, up 1% from 2024, with 71% from recurring streams. Net income attributable to Atleos doubled to $162 million, while Adjusted EBITDA rose 6% to $830 million and Adjusted EBITDA margin expanded to 19.1%.
The Self-Service Banking segment grew revenue 7% for the year, supported by 14% ATM hardware growth and 33% ATM as a Service growth, and its Adjusted EBITDA margin increased to 26.1%. Network revenue declined 1% for 2025 but returned to year-over-year growth in the fourth quarter.
Net cash provided by operating activities reached $356 million and Adjusted free cash flow-unrestricted was $326 million, up 35%. Atleos repurchased 1.2 million shares for $44 million through February 2026 and reduced its net leverage ratio to 2.77x from 3.21x. In connection with the Brink’s transaction, the company cancelled its earnings call, will not issue 2026 guidance, and has suspended its share repurchase program.
NCR Atleos Corp reported that President & CEO Timothy Charles Oliver had performance-based restricted stock units vest and convert into common stock. On January 30, 2026, 28,817 performance-based RSUs that vested effective December 31, 2025 converted into 28,817 shares of common stock at a reported price of $38.11 per share, after performance was certified on January 29, 2026 by the NCR Voyix Corporation Compensation & Human Resource Committee.
On the same date, 25,026 performance-based RSUs were returned to the issuer and 12,997 common shares were used in a tax-withholding disposition. Following these transactions, Oliver directly holds 322,153 shares of NCR Atleos common stock and 0 performance-based restricted stock units.
NCR Atleos Corp executive Mackinnon Stuart reported equity compensation activity involving performance-based restricted stock units and common shares. On January 30, 2026, he exercised 17,183 performance-based restricted stock units at $38.11 per share, receiving an equal number of NCR Atleos common shares.
On the same date, 6,762 common shares at $38.11 per share were withheld or disposed of in a transaction coded "F," typically used for tax withholding, leaving him with 103,635 directly owned common shares. The filing also shows 14,923 performance-based restricted stock units were disposed of and all remaining units were exercised or settled following performance certification and vesting tied to December 31, 2025.
NCR Atleos Corp director reports deferred stock-based compensation
A director of NCR Atleos Corp reported receiving 1,378 phantom stock units on 12/31/2025 under the NCR Atleos Director Compensation Program. These units represent the director’s decision to take a quarterly cash retainer in the form of equity rather than cash.
The phantom stock units are linked one-for-one to NCR Atleos common stock at a reference price of $38.11 per unit and will be settled in common shares after the director’s service ends. Following this transaction, the director beneficially holds 9,933 derivative securities in the form of phantom stock units, all reported as directly owned.
NCR Atleos Corp’s Chief Human Resources Officer reported a routine share adjustment related to equity compensation. On December 31, 2025, when 1,478 previously reported restricted stock units vested, the company withheld 445 shares of common stock to satisfy tax withholding obligations at a price of $38.11 per share. After this withholding, the officer beneficially owned 13,713 shares of NCR Atleos common stock directly. This event reflects standard tax treatment of vested stock awards rather than an open-market purchase or sale.
NCR Atleos Corp’s Executive Vice President and Chief Financial Officer reported a routine share withholding related to equity compensation. On December 19, 2025, 2,215 shares of common stock were withheld at a price of $38.92 per share to cover tax obligations when 7,358 previously reported restricted stock units vested. After this transaction, the officer beneficially owned 97,500 shares of NCR Atleos common stock directly.