NCR Atleos (NATL) Proxy filing summary

Executive summary

• Brink's and NCR Atleos have entered into a definitive merger agreement, unanimously approved by both boards, for Brink's to acquire NCR Atleos through a two-step merger process, resulting in NCR Atleos becoming a wholly owned subsidiary of Brink's.

• NCR Atleos shareholders will receive $30.00 in cash and 0.1574 shares of Brink's common stock per NCR Atleos share, with the implied value fluctuating based on Brink's share price; as of May 21, 2026, the consideration was valued at $46.49 per NCR Atleos share.

• The transaction is expected to close by the end of Q1 2027, subject to shareholder and regulatory approvals, and will result in former NCR Atleos shareholders owning approximately 22% of the combined company.

• The merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes, though this is not a closing condition.

Voting matters and shareholder proposals

• Brink's shareholders will vote on the issuance of Brink's common stock for the merger and on the adjournment of the special meeting if necessary.

• NCR Atleos shareholders will vote on approval of the merger, a non-binding advisory vote on executive compensation related to the merger, and the adjournment of the special meeting if necessary.

• Both boards unanimously recommend voting in favor of all proposals.

• Approval of the merger by NCR Atleos shareholders requires a majority of all votes entitled to be cast; abstentions and non-votes count as votes against.

Board of directors and corporate governance

• After the merger, Brink's articles and bylaws remain in effect; Mark Eubanks and Kurt McMaken will continue as CEO and CFO, respectively.

• One NCR Atleos director, jointly designated and meeting independence criteria, will join the Brink's board.

• NCR Atleos directors will resign effective at closing; the surviving LLC will be member-managed with no directors.