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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
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| 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:
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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 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").
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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:
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| Exhibit No. |
Description |
| 10.1 |
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| 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.
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NCR Atleos Corporation |
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By: |
/s/ Ricardo Nuñez |
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Ricardo Nuñez |
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Executive Vice President, General Counsel and Corporate Secretary |
Date: September 26, 2025
EX-10.1
2
ncratleoscorp-amendmenttoe.htm
EX-10.1
Document
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of October 16, 2025 (the “Effective Date”), is entered into by NCR Atleos Corporation, a Maryland corporation (the “Company”), and Timothy C. Oliver (“Executive”).
RECITALS
A.The Company and Executive are parties to that certain Employment Agreement dated effective October 16, 2023 (the “Employment Agreement”).
B.The Company and Executive desire to amend the Employment Agreement as set forth herein.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive hereby agree as follows:
1.Capitalized Terms. Unless otherwise defined in this Amendment, each capitalized term used herein has the meaning assigned to such term in the Employment Agreement.
2.Amendment to Section 6(e). Section 6(e) of the Employment Agreement is hereby amended to increase the “Separation Multiplier” to 300% from 200%, effective October 16, 2025.
3.Miscellaneous.
a.Except as expressly contemplated in this Amendment, the Employment Agreement shall remain unchanged and in full force and effect in accordance with its original terms.
b.This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Documents obtained via electronic imaging sent by email or via facsimile machine shall also be considered as originals.
[Signature Page to Follow]
IN WITNESS WHEREOF, the Company and Executive have executed this Amendment as of September 23, 2025, to be effective as of the Effective Date.
COMPANY:
NCR ATLEOS CORPORATION
By: /s/ Ricardo J. Nuñez
Name: Ricardo J. Nuñez
Title: Executive Vice President, General Counsel,
Corporate Secretary and Chief Compliance Officer
Signature Page to Amendment to Employment Agreement
EXECUTIVE:
/s/ Timothy C. Oliver
Timothy C. Oliver
Signature Page to Amendment to Employment Agreement
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