Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Market for the Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
[ Reserved ]
Management ’ s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdiction That Prevent Inspections
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions and Director Independence
Principal Accountant Fees and Services
PART IV
Exhibits and Financial Statement Schedule
Form 10-K Summary
This report contains trademarks, service marks and registered marks of NCR Voyix Corporation and its subsidiaries, and of other companies, as indicated. Unless otherwise indicated, the terms “NCR Voyix,” “NCR,” the “Company,” “we,” “us,” and “our” refer to NCR Voyix Corporation and its subsidiaries.
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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements may appear throughout this Report and can generally be identified by words such as “expect,” “anticipate,” “outlook,” “intend,” “plan,” “believe,” “will,” “should,” “would,” “potential,” “proposed,” “planned,” “estimate,” “likely,” “could,” “may,” and similar expressions referencing future events, conditions or circumstances. Examples of forward-looking statements include, without limitation, the Company’s plans, strategies, projections, future financial or operational results, events, trends, and economic and other future conditions. Forward-looking statements in this Report also include, without limitation, statements regarding: the Company’s plans, strategies or objectives for future operations, including the Company’s suite of microservices-based applications, and its Voyix Commerce Platform; expectations regarding the Hardware Business Transition; statements regarding the future commercial or financial performance of the Company; the estimated or anticipated future results and benefits of the Company’s plans and operations; the Company’s expectations of demand for its solutions and the impact thereof on the Company’s financial results in 2026; and statements regarding the Company’s ability to deliver increased value to customers and stockholders. Forward-looking statements are based solely on management’s current beliefs, expectations and assumptions, whether express or implied, regarding the future and may prove to be . Actual results could differ materially from expectations expressed or implied by such forward-looking statements due to a number of factors, such as the risks and uncertainties, including, but not limited to, those discussed in Item 1A. “Risk Factors” of this Report and in our other periodic and current reports, filed with the U.S. Securities and Exchange Commission (the “SEC”) or other unknown risks and uncertainties or due to the trends and uncertainties discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report.
Any forward-looking statement we make speaks only as of the date on which it is made. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether resulting from new information, future events, any inaccurate belief, expectation or assumption, or otherwise, except as required by law.
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PART I
Unless the context indicates otherwise, all references in this Report to “NCR Voyix”, the “Company,” “we,” “us” and “our,” mean NCR Voyix Corporation and our consolidated subsidiaries.
Item 1. BUSINESS
Our Business
NCR Voyix is a global platform-powered leader in unified commerce for shopping and dining, empowering customers to simplify transactions, optimize and scale operations and deliver superior experiences to customers through our modernized suite of microservices-based applications and comprehensive service offerings.
We are headquartered in Atlanta, Georgia with approximately 13,500 employees across nearly 30 countries.
Recent Business Transactions
On October 16, 2023, we completed the spin-off of our ATM-focused business, which included our self-service banking, payments & network, and telecommunications and technology businesses, into an independent publicly traded company, NCR Atleos Corporation and its consolidated subsidiaries (collectively hereinafter “NCR Atleos”). The spin-off of NCR Atleos was effectuated through a pro rata distribution of all outstanding shares of NCR Atleos common stock to holders of our common stock as of the close of business on October 2, 2023 (the “Spin-Off”). In connection with the Spin-Off, we changed our name from NCR Corporation to NCR Voyix Corporation, and our common stock began trading on the New York Stock Exchange under the stock symbol “VYX” on October 17, 2023. We do not have any ownership interest in NCR Atleos. The historical financial results of NCR Atleos are reflected as discontinued operations in our consolidated financial statements.
We completed the sale of our Digital Banking segment businesses (the “Digital Banking Sale”) to an affiliate of The Veritas Capital Fund VIII, L.P. (the “Buyer”) on September 30, 2024. The purchase price for the Digital Banking Sale was $2.45 billion in cash, subject to a post-closing adjustment, as well as contingent consideration of up to an additional $100 million in cash upon the achievement of a specified return on the Buyer’s invested capital at the time of any future sale. The historical financial results of the Digital Banking segment businesses are reflected as discontinued operations in the Company’s consolidated financial statements.
On August 6, 2024, we announced our entry into a commercial agreement with Ennoconn Corporation (“Ennoconn”) to transition our self-checkout and point-of-sale hardware businesses to an outsourced design and manufacturing model (“ODM”), including the sale of certain assets relating to these businesses (the “Hardware Business Transition”). Under the terms of the agreement, Ennoconn will design, manufacture, warrant, supply and ship self-checkout and point-of sale hardware directly to our customers, and we will sell hardware to our customers as a sales agent for Ennoconn and continue to provide our point-of sale and self-checkout software as well as key support and maintenance services. As a result of the Hardware Business Transition, we expect to record commission revenue from point-of-sale and self-checkout hardware sales as an agent for Ennoconn on a net basis, excluding the costs paid to Ennoconn. On January 8, 2026, we announced the commencement of the implementation phase of this new hardware model and began migrating certain aspects of our hardware business to Ennoconn.
Our Strategy
Our strategy is to advance our position as a platform-powered leader in unified commerce for shopping and dining at a time when consumer expectations for seamless, personalized and frictionless experiences continue to rise across both retail and restaurant environments. Today’s consumers expect to shop, order, pay and receive service effortlessly, whether online, in-store, curbside or through mobile channels. Consumers increasingly favor brands that deliver speed, consistency and convenience at every interaction. These heightened expectations have placed pressure on retailers and restaurants to modernize their operations and adopt technologies that can support real-time engagement and continuous innovation across digital and physical touchpoints. Guided by our mission to make the consumer experience seamless, we focus on delivering integrated, scalable solutions that enable restaurants and retailers to differentiate their brands and operate more efficiently in a rapidly evolving commerce landscape. By combining hardware, software, services and payments into a unified suite of offerings, we aim to deliver to customers an end-to-end value proposition that is difficult to match. As the adoption of our platform and solutions accelerates, we intend to strengthen customer relationships, enhance recurring revenue streams and broaden monetization across our Voyix Commerce Platform. To these goals, we are focused on:
• Delivering a modern microservices‑based suite of software-as-a-solution ( “ SaaS ” ) solutions. We are transforming our legacy software portfolio into a streamlined suite of microservices‑based SaaS applications built on our cloud-based Voyix
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Commerce Platform, leveraging AI tools to accelerate development. This transformation enhances the scalability, flexibility and agility of our solutions, enabling us to innovate with speed and better meet the evolving needs of our retail and restaurant customers. Our enhanced SaaS solutions expand the breadth of products and services available to existing customers, while also increasing our ability to attract new customers and technology partners.
• Expanding adoption of our integrated payment solutions. We have taken significant steps to develop and deploy end-to-end payments solutions that fully integrate into our platform and SaaS solutions, including expanding our card acceptance, processing and gateway capabilities. We intend to expand the geographic reach of these payments solutions and continue enhancing our payment acceptance capabilities, including, among others, commercial fuel transactions.
• Scaling our differentiated services offerings. Our global services organization provides a comprehensive and scalable portfolio of services that differentiates us within the industries we serve. We plan to leverage this competitive advantage to deepen our relationships with existing software, hardware and services customers and to attract new customers, both domestically and internationally.
• Investing in innovation to further expand our platform capabilities. We remain committed to delivering innovative solutions that enable our customers to adapt as consumer expectations rise and industries undergo transformation. In addition to our recent efforts to modernize our platform architecture, we have made significant progress in implementing our Hardware Business Transition, whereby hardware will become a vehicle with which to deliver our platform solutions. We intend to continue to expand the features, functionality and performance of our platform, including advancements in SaaS, payment acceptance, automation, data driven insights and service delivery. We are also leveraging AI to drive innovation, accelerate implementations and lower deployment costs. We believe these innovative efforts are essential to maintaining our competitive advantage, supporting long-term customer success and driving sustainable growth across our business.
Operating Segments
Prior to the Spin-Off and Digital Banking Sale, the Company operated a number of reportable segments: Retail, Hospitality, Digital Banking, Payments & Network and Self-Service Banking. Following the Spin-Off and Digital Banking Sale, we now manage and operate in two reportable segments: Retail and Restaurants.
Retail
Our Retail segment primarily serves enterprise and mid-market retailers in the convenience & fuel; grocery, drug & mass merchandise; and department & specialty retail industries. We offer end-to-end solutions that meet the unique needs of retailers, depending on the size of their establishments and the complexity of their operations.
Restaurants
Our Restaurants segment is focused on serving restaurants and food service establishments including quick-service, table-service and fast casual restaurants of all sizes. Our restaurant offerings are designed to deliver end-to-end solutions that streamline ordering and transacting, while assisting restaurant customers with managing and optimizing their operations.
See “Note 5—Segment Information and Concentrations” of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for additional information about our segments, including revenues, operating expenses, operating income and a reconciliation of our segment results to income from operations.
Products and Services
We are a platform-powered leader in unified commerce for shopping and dining, enabling retail and restaurant customers of all sizes to operate and scale at pace through our comprehensive suite of SaaS solutions. We believe our offerings provide customers with:
• A flexible and broad software portfolio that evolves with their business needs,
• A unified management platform that enables customers to rapidly deploy better guest experiences across both digital and physical channels,
• Secure and resilient protection in the cloud and at the edge, safeguarding operations and minimizing the impact of network or cloud interruptions, and
• Intelligent management tools and advanced data insights that enable customers to optimize operations and increase profitability.
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Our microservices-based SaaS applications are integrated into the Voyix Commerce Platform, offering retail and restaurant customers with modern and innovative solutions that evolve with the technology landscape and with the size and complexity of their business operations. These capabilities combine our flexible and intelligent commerce platform with our deep industry expertise and end-to-end payments and service offerings.
Voyix Commerce Platform
The software portfolio of our Voyix Commerce Platform enables retail and restaurant customers - from small operators to the largest international brands - to leverage our leading unified commerce solutions. Customers can operate “online” in the cloud, with capabilities such as loyalty, online ordering, payments and advanced analytics that utilize AI. In our customers’ physical locations, they can use localized applications including, among others, point-of-sale (“POS”), self-checkout (“SCO”), kitchen, fuel and other business-critical software. With our Voyix Edge application engine, customers can replace the traditional operating system stacks that normally would run these applications with a local modern microservices environment. This enables retail stores and restaurants to operate devices and applications in their physical locations with the speed and agility of online channels and provide local resiliency. The Voyix Commerce Platform also includes comprehensive cloud management services to operate and deploy applications across cloud and physical locations.
The Voyix Commerce Platform includes a set of open platform enablers, each of which are foundational software services that are used by our SaaS applications. These open platform enablers are configurable to a customer’s requirements and integrate with customer and third-party systems. The platform architecture allows customers to access AI insights into near real-time business data, both in-store and from a remote location, to optimize promotional execution, predict downtime and minimize disruption. Our partner ecosystem allows customers and third-party developers to bidirectionally process data from their proprietary and third-party systems into the Voyix Commerce Platform using open application programming interfaces (“APIs”), enabling them to manage and control their operations from a centralized interface. In certain instances, we develop APIs alongside our customers and assist with other platform-related activities such as optimizing cloud and in-store resiliency, delivering pre-built infrastructure and offering white-label websites and mobile applications. The Voyix Commerce Platform also equips our customers with tools to perform advanced data analytics to drive efficiencies.
The Voyix Commerce Platform powers our modernized, microservices-enabled SaaS applications for retail and restaurant customers across the following categories:
• Ordering, Checkout & Fulfillment,
• Consumer Experience, Loyalty & Marketing, and
• Site Operations and Corporate Planning.
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Ordering, Checkout & Fulfillment
Our primary Ordering, Checkout & Fulfillment solutions consist of Voyix POS, Aloha Next by Voyix and Voyix Self-Checkout, which are our retail and restaurant point-of-sale solutions and our retail self-checkout solution, respectively.
• Point-of-Sale – Voyix POS and Aloha Next by Voyix are cloud-based or hybrid-cloud POS solutions that enable front- and back-of-house capabilities for retailers and restaurants. Within these POS offerings, we offer microservices and a modular architecture, which allows customers to tailor their POS environment to meet their unique needs. These POS offerings are natively integrated with the Voyix Commerce Platform, and our other SaaS applications further present our customers with opportunities to drive operational efficiencies, increase profitability and manage their labor and inventory.
• Self-Checkout – Voyix Self-Checkout enables retail consumers to transact independently, reducing the staff required for traditional checkout processes. Our self-checkout technology integrates, among other things, bar code scanning, computer vision and radio-frequency identification (“RFID”) to improve the shopping experience. We offer self-checkout for both standalone units and a hybrid modality, which allows retailers to pivot between checkout lane types and available transaction formats. Embedded within our SCO solutions are AI capabilities, including computer vision and machine learning, that streamline item lookup, accelerate checkout times and reduce fraud.
Each of these POS and SCO solutions, in addition to our kiosk, mobile ordering, pay-at-table and menu management offerings, can be paired with a variety of hardware options, further enhancing customer choice while delivering consistent experiences.
Consumer Experience, Loyalty & Marketing
The success of our customers’ businesses is partially dependent on driving consumer loyalty and offering differentiated products, services and experiences from those offered by their competitors. Within our suite of SaaS applications, we equip our retail and restaurant customers with a variety of solutions that help increase demand, loyalty and engagement. We offer dedicated and bundled SaaS applications that deliver tailored promotions campaigns, manage complex rewards programs and provide actionable marketing and operating insights. Due to our global customer base, these solutions are designed to support multiple languages and currencies, enabling customers of all sizes to adopt enterprise-grade capabilities.
Site Operations & Corporate Planning
Our Site Operations & Corporate Planning solutions deliver an array of advanced tools and capabilities for retail and restaurant operators to seamlessly manage in-store, back-office and corporate operations. Our customers utilize these solutions to manage their labor, inventory and supply chain, to improve communication and coordination across their operations and to leverage the powers of AI, advanced analytics and automation. Our Site Operations & Corporate Planning solutions enable retail and restaurant customers to optimize their operations and automate processes to scale at pace.
Payments
We offer end-to-end omnichannel payment capabilities integrated with our POS and SCO offerings that seek to provide seamless, secure and scalable solutions for retailers and restaurants. Our primary offerings are Voyix Connect, our cloud-native payment gateway, and Voyix Pay, our payment processing services. Our payments offerings also include physical and virtual POS touch points, such as secure payment terminals, secure hosted pay pages and web service APIs. Our solutions enable retailers and restaurants to accept a large variety of in-store and online payment transactions, including, but not limited to, credit, debit, gift cards, loyalty, fleet and fuel cards. These payment solutions also help customers boost acceptance rates and reduce chargebacks, increase security and resiliency with point-to-point encryption and multi-layer redundancy, and optimize operational efficiencies through centralized data management. To deliver a unified payments experience, we provide access to integrated reporting, analytics, configuration, alerts and monitoring within the Voyix Commerce Platform.
Services
Given our global presence and deep retail and restaurant service expertise, we believe we are uniquely positioned to offer a comprehensive suite of service offerings that supports and enhances our software and hardware offerings for retailers and restaurants, particularly multinational, enterprise brands. Our dedicated, highly trained professionals provide remote and on-site support for software and hardware installations, wall-to-wall technology management and support and hardware maintenance. Our primary service offerings include:
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• Professional Services. We offer software implementation and deployment services, including new installations and upgrades to existing solutions. We also provide integration, localization and optimization services and have sophisticated reporting capabilities to support the rollout and adoption of both our core solutions and value-added applications.
• Managed Services. We work with our customers to manage our platform integrations, SaaS solutions and Voyix Edge application engine, enhancing our customers’ ability to transform their operations, centralize support, elevate guest experiences and leverage their technological capabilities.
• Connected Service Desk. Our 24/7 customer support desk service delivers services based on the information technology infrastructure library framework for both our technology and third-party technology, in many cases providing a single point of contact for wall-to-wall store technology. Our offerings, which include, among others, incident management, problem management and change management, enhance our customers’ ability to manage complex store environments, improve technological availability and reliability and reduce friction for both store associates and consumers.
• Field Support and Deployment Services. Our global field services team performs preventative hardware maintenance and on-site break-fix services, in addition to hardware and software installations. Our expert field technicians support both our proprietary hardware and that of third parties, supported by our repair operations and vast logistics network.
Legacy Retail and Restaurant Software Offerings
In addition to our modernized suites of microservices-based SaaS solutions and other offerings powered by the Voyix Commerce Platform, we have derived, and continue to derive, revenue from a variety of offerings, which include, hardware sales and services and revenue from software licensing and subscription arrangements relating to our legacy portfolio of retail and restaurant offerings.
Hardware
We integrate our POS and SCO offerings, powered by the Voyix Commerce Platform, with third-party hardware solutions to deliver tailored checkout solutions that can be configured based on each customer’s needs. In addition, we offer a number of add-on peripherals that integrate with POS and SCO hardware solutions and our microservices-based SaaS solutions. These add-on peripherals include, but are not limited to, kitchen display systems, printers and ordering kiosks, cash drawers, keyboards, handheld scanners and payment terminals.
Sales and Marketing
Leveraging our brand recognition and our global distribution network, we target both new and existing customers across a wide variety of sizes, industries and geographies. We make strategic investments in new products, solutions, capabilities and market-leading services to maintain the competitiveness of our offerings. We have established a strong network of direct sales and indirect channel relationships, such as value-added resellers and systems integrators, that leverages our market-leading products and services to drive growth.
Competition
We compete with a diverse array of companies in the retail and restaurants industries in which we sell our software, services, payments and hardware solutions. The competitive landscape can vary by geography, but common factors that impact our ability to compete include product value and quality, total cost of ownership, industry expertise, end-to-end solution support, system integration capabilities, strategic alignment with the customers and service quality.
Our competitors vary by market segment, product, service offering and geographic area. Key competitors include Aptos, Inc., Block Inc., Diebold Nixdorf, Inc., Fiserv Inc., Flooid, Fujitsu Limited, GK Software SE, Global Payments Inc., HP Inc., Lightspeed, Olo Inc., Oracle Corporation, PAR Technology Corporation, Toast, Inc., Toshiba Tec Corporation and Qu, among others.
Research and Development
We remain focused on designing and developing solutions that anticipate our customers’ evolving needs and consumer preferences. Our expenses for research and development were $155 million in 2025, $157 million in 2024, and $139 million in 2023. We anticipate that we will continue to have significant research and development expenditures in the future to support a continuous flow of innovative, high-quality products and services and to help maintain and enhance our competitive position. Information regarding the accounting and costs included in research and development activities is included in Note 1, “Basis of Presentation and Significant Accounting Policies”, of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report under “Research and Development Costs,” and is incorporated herein by reference.
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Intellectual Property
Creating and protecting intellectual property is strategic to our business as a global, platform-powered leader in unified commerce for retailers and restaurants. As we continue to research, create, develop and enhance our offerings, we utilize and rely on a combination of intellectual property laws (such as those relating to patents, copyrights, trademarks and trade secrets), contractual arrangements (for example, confidentiality and non-disclosures agreements, assignments, licensing agreements and other agreements containing these and other relevant terms) and our own policies, procedures and technical measures to secure, protect and maintain our intellectual property.
We have a patent strategy and process to identify and select strategic innovations for which we apply for, obtain and maintain patent protection in the United States and in certain other countries. As of December 31, 2025, we own more than 900 patents in the United States and have numerous others in certain other countries. We also have numerous patent applications pending in the United States and in other countries, and we expect to continue pursuing patent protection to protect our intellectual property.
We also have a trademark strategy and process, whereby we apply for and obtain trademark registrations in the United States and other countries to help strengthen and protect our brands. Our most valuable trademarks are “NCR Voyix,” which is now registered in the United States, the European Union and in a number of other foreign countries, and “Voyix,” which currently is registered in certain jurisdictions and is pending elsewhere. In addition to our own use, we license some of our intellectual property to third parties when we consider it to be in our interest. We also license certain intellectual property from others as we deem appropriate.
Seasonality
Our sales have been historically seasonal, with lower revenue in the first half of each year and higher revenue in the second half of each year. Such seasonality, as well as the timing of recurring annual cash-related items may cause our working capital cash flow requirements to vary from quarter to quarter. Quarterly results are also impacted by variability in the volume, timing and mix of sales. As our revenue mix transitions towards more recurring software and services revenue, we expect that revenue will be less volatile.
Supply
In most cases, there are a number of vendors providing the services and producing the parts and components that we utilize. However, there are some services and components that are purchased from single sources due to price, quality, technology, customer requirements or other reasons. In the past, we have been able to obtain an adequate supply of raw materials and components for virtually all materials used in the production process, and we currently believe that we will be able to obtain and maintain an adequate supply in the future.
Historically, we have leveraged a global network of third-party partners to manufacture and assemble our hardware products. Following the Hardware Business Transition, we will utilize Ennoconn as our single-source partner to supply and manufacture substantially all of our hardware products, and we will sell hardware as a sales agent of Ennoconn. In January 2026, we commenced the implementation phase of the Hardware Business Transition and began migrating certain aspects of our hardware business to Ennoconn.
For additional information regarding the potential impact of these relationships on our business operations and the risks surrounding the sources and availability of raw materials, refer to the risks described in “Part I—Item1A—Risk Factors” in this Report.
Products and Services Backlog
Backlog includes orders confirmed for products scheduled to be shipped, as well as certain professional and transaction services to be provided. Although we believe that the orders included in the backlog are firm commitments, we may allow some orders to be canceled by the customer without penalty. Even when penalties for cancellation are provided for in a customer contract, we may elect to permit cancellation of orders without penalty where we believe it is in our best interest to do so. Further, we have product revenue derived from term-based software license arrangements that include customer termination rights and services revenue that is recurring or transaction-based business, and we do not measure backlog information for these types of transactions. Therefore, we do not believe that our backlog, as of any particular date, is necessarily indicative of revenue for any future period. However, backlog is included as a component of our remaining performance obligation to the extent we determine that the orders are non-cancelable. Refer to Note 1, “Basis of Presentation and Significant Accounting Policies”, of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for additional information on remaining performance obligations.
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Human Capital Management
The strength and talent of our workforce are critical to our success, and we strive to attract, develop and retain personnel commensurate with the needs of our businesses. As of December 31, 2025, we had nearly 13,500 full-time employees worldwide, with approximately 25% in the Asia Pacific region; 42% in the Europe, Middle East and Africa regions; 5% in the Americas, excluding the United States; and 28% in the United States. We also engage and may continue engaging, where needed, consultants and contractors to supplement our permanent workforce. We manage our workforce in alignment with our long-term business strategy, and management believes we have sufficient human capital to operate our businesses successfully.
During fiscal 2025, our overall headcount decreased as we continued to execute on our business strategy by optimizing our workforce and operations in connection with our transformative shift towards delivering our microservices-based suite of modernized SaaS solutions, payments solutions and service offerings to customers through the Voyix Commerce Platform. In addition, we are focused on hiring employees with the necessary skills and experience to advance our business strategy, including hiring developers and strategists with experience in AI.
We continuously invest in our workforce by fostering a workplace culture where employees feel connected, supported and respected. We believe that a strong sense of community and connection enhances employee experiences, supports performance and enables employees to do their best work. We regularly review our people practices, policies and programs to ensure they continue to support a positive employee experience and a cohesive organizational culture.
We support culture and community building through a range of initiatives designed to strengthen relationships, encourage collaboration and foster professional growth across the organization. Our current initiatives include the following:
• Developing talent and capabilities through targeted programs designed to support career growth and skill expansion;
• Attracting, hiring and developing talent through strategic partnerships, including our targeted university network, to support a sustainable and capable workforce; and
• Supporting employee-led communities, including our Business Resource Groups and local engagement teams. These groups promote connection, collaboration and shared experiences across the organization and support employee engagement and talent development.
Government Regulation
We are subject to a variety of regulations in the United States and other jurisdictions in which we operate or where our products, solutions or services are offered. Many of these regulations are evolving and their applicability and scope, as interpreted by courts and regulators, remain uncertain. These regulations and laws involve a variety of matters, including privacy and information security, data protection, artificial intelligence (such as the EU Artificial Intelligence Act), consumer protection, anti-corruption (such as the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act), labor and employment, import and export controls, tax and environmental sustainability (including climate change).
Any actual or perceived failure to comply with these requirements may result in, among other things, private litigation, regulatory or governmental investigations, administrative enforcement actions, sanctions, civil and criminal liability, monetary penalties and constraints on our ability to operate our businesses. It is also possible that current or future laws or regulations could be interpreted or applied in a manner that would prohibit, alter or impair our existing offerings, or that could require costly, time-consuming or otherwise burdensome compliance measures from us. As we continue to grow our business, additional laws, rules and regulations may become relevant. For additional information about government regulations applicable to our business, refer to the risks described in Part I, Item 1A of this Annual Report.
Our historical manufacturing activities and operations are subject to a wide range of environmental protection laws and we have investigatory and remedial activities underway at a number of facilities that we currently own or formerly owned or operated, to comply, or to determine compliance, with such laws. A detailed discussion of the regulatory and remedial environmental protection actions that impact the Company, particularly the Fox River and Kalamazoo River matters, is included in Item 8 of Part II of this Report as part of Note 11, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements and is incorporated herein by reference. Further information regarding the risks and potential impacts of compliance with environmental laws and regulations is also included in Part I, Item 1A of this Report.
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Available Information
This Report, and other annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to these reports and other filings made with the SEC, whether filed or furnished pursuant to Section 13(a) and 15(d) of the Exchange Act, are available free of charge on our website at https://investor.ncrvoyix.com as soon as reasonably practicable after we electronically file or furnish them with the SEC.
Investors and others should note that we may announce material financial information to our investors using our website, SEC filings, press releases, public conference calls and websites, or a combination thereof, to achieve compliance with our Regulation FD disclosures obligations. Our website, www.ncrvoyix.com, contains a significant amount of information about the Company, including financial and other information for investors. We encourage investors to visit our website regularly, as information may be updated, and new information may be posted at any time. Information appearing on, or accessed through, our website is not a part of this Report, and our references to URLs for these websites are intended to be inactive textual references only.
Copies of our filings, specified exhibits and corporate governance materials are also available, free of charge by calling or writing to:
NCR Voyix—Investor Relations
864 Spring Street NW
Atlanta, GA 30308
Phone: 800-225-5627
E-Mail: investor.relations@ncrvoyix.com
Website: https://investor.ncrvoyix.com
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Item 1A. RISK FACTORS
The risks and uncertainties described below are associated with our business, operations and strategy, our prior Spin-Off of NCR Atleos and our capital structure. You should consider these risk factors, together with all other information in this Report, including our financial statements and related notes thereto. These risks and uncertainties, together with other risks and uncertainties of which we are not aware of or that we do not currently believe are material, could materially and adversely affect our business, financial condition, results of operations, cause actual results to differ materially from our historical results or our expectations and projections and cause the market value of our stock to fluctuate or decline.
RISK FACTOR SUMMARY
The following is a summary of certain risks and uncertainties that could materially and adversely affect our business, financial condition and results of operations, which should be read together with the more detailed descriptions of each risk factor contained below.
Risks Associated with our Strategy
• If we are unable to achieve the successful adoption of our cloud platform and modernized SaaS solutions, then our revenue, financial condition and our results of operations could be negatively impacted.
• If we do not successfully develop and enhance capabilities that differentiate the solutions and services we offer and keep pace with technological advancements, then our business, financial condition and operating results may be harmed.
• If we fail to maintain consistent, high-quality customer service and support or if we fail to manage our reputation, our brand, business and financial results may be harmed.
• We may not achieve some or all of the expected benefits of our cost reduction initiatives and our operating results could be adversely affected.
• Our growth depends in part on the success of our strategic relationships with third parties and our ability to integrate with third-party applications and software.
• We may be unable to realize the anticipated benefits of past and future acquisitions, divestitures and other strategic transactions and could experience unintended consequences, which might have a materially negative impact on our business, financial condition or results of operations.
• We may not realize the anticipated cost savings or other benefits related to the transition of our hardware business to an outsourced design and manufacturing (ODM) model on a timely basis or at all.
Risks Associated with the Spin-Off of NCR Atleos
• If the Spin-Off fails to qualify for tax-free treatment, it could result in substantial tax liability for us and our stockholders.
• We may be held liable to NCR Atleos if we fail to perform under our agreements with NCR Atleos, and the performance of such services may negatively affect our business and operations.
• Potential indemnification obligations to NCR Atleos or a refusal of NCR Atleos to indemnify us pursuant to agreements executed in the Spin-Off could materially adversely affect us.
Risks Related to Cybersecurity, Data Privacy and Intellectual Property
• Our inability to protect our systems, solutions and data from cybersecurity threats or other technological risks could adversely affect our business operations or stock price and damage our brand and reputation.
• We are subject to evolving global laws and regulations relating to data privacy, data protection, information security and artificial intelligence, which may require us to incur substantial compliance costs or cause harm to our business operations.
• Our intellectual property is valuable and our inability to protect it could reduce the value of our products, services and brand and harm our competitive position.
• Claims by others that we infringe, misappropriate or otherwise violate their intellectual property rights, even those without merit, could result in significant costs and adversely affect our business, financial condition and results of operations.
Risks Associated with our Business & Operations
• We face extensive competition in our markets and if we do not compete effectively, we may not be successful.
• Disruptions in our data center hosting and public cloud facilities could adversely affect our business.
• Defects, errors, installation difficulties or development delays could expose us to potential liability, harm our reputation and negatively impact our business.
• Our use of artificial intelligence in our products and operations, as well as our potential failure to effectively implement, use and market these technologies, may result in reputational harm or liability or could adversely affect our revenues and profitability.
• We rely on the availability of third-party licenses, and our inability to maintain those licenses could harm our business.
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• Changes in U.S. or foreign trade policies and other factors beyond our control may adversely impact our business and operating results.
• If we are unable to maintain and update our information technology systems to meet the needs of our business, our business could be adversely impacted.
• If the third-party suppliers upon which we rely to manufacture our offerings or provide us with key components and other technologies and services are unable to fulfill our needs at acceptable prices, our ability to bring our offerings to market successfully could be affected.
• We face uncertainties regarding regulations, lawsuits and other related matters.
• Our payments business subjects us to additional regulatory requirements and other risks and uncertainties that could be costly and difficult to comply with or that could harm our business.
• Changes to our tax rates and additional income tax liabilities could impact our profitability.
• Our international operations subject us to additional risks that can adversely affect our business, financial condition and results of operations.
• A major natural disaster or catastrophic event could have a materially adverse effect on our business, financial condition and results of operations, or have other adverse consequences.
• Our historical manufacturing activities subject us to environmental exposures which could adversely affect our financial condition and cash flows.
Risks Associated with our Finance & Accounting
• The terms of the documents governing our indebtedness include financial and other covenants that could restrict or limit our financial and business operations, and adversely affect our ability to incur additional debt to fund future needs.
• Our cash flows may not be sufficient to service our indebtedness, and if we are unable to satisfy our obligations under our indebtedness, we may be required to seek other financing alternatives, which may be unsuccessful.
• A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future capital costs and reduce our access to capital.
• We may be required to write down the value of certain significant assets, which would adversely affect our operating results.
• If we fail to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, then such failure could have a material adverse effect on our results of operations, financial condition and cash flows.
Risks Associated with our Governance
• Our Series A Convertible Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of our common stockholders, including with respect to dividends and liquidation, which could adversely affect our liquidity and financial condition, may result in the interests of the holders of our Series A Convertible Preferred Stock differing from those of our common stockholders, and reduces the relative voting power of holders of our common stock. In addition, the conversion of shares of Series A Convertible Preferred Stock into common stock and their subsequent sale would dilute the ownership interest of existing common stockholders and may adversely affect the market price of our common stock.
• We could be subject to actions or proposals from stockholders that do not align with our business strategies or the interests of our other stockholders.
RISKS ASSOCIATED WITH OUR STRATEGY
If we are unable to achieve the successful adoption of our cloud platform and modernized SaaS solutions, then our revenue, financial condition and results of operations could be negatively impacted. We have taken significant steps, including the Spin-Off of NCR Atleos, the Digital Banking Sale and the Hardware Business Transition, to strategically position us for long-term growth. We have developed a modernized suite of SaaS solutions that natively integrates with our cloud-based platform in order to meet the evolving needs of our retail and restaurant customers.
Accordingly, our strategic focus has now shifted towards accelerating the adoption of the Voyix Commerce Platform and our subscription-based SaaS solutions. The successful adoption of our platform and SaaS solutions by new and existing customers is dependent on a variety of factors including, among others, the demand for, and the performance and competitive differentiation of, our platform and solutions; the timely development and deployment of new or enhanced solutions and capabilities; our ability to convert existing customers and attract new customers to our platform and solutions; our ability to expand our customers’ use of our full suite of offerings, including, among others, our payment acceptance and processing capabilities; the optimization, performance and expansion of our services offerings; and the continued expansion of third-party integrations and open platform enablers to increase the extensibility and interoperability of our platform and SaaS solutions.
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We expect to continue pursuing potential customers that are small- and medium-sized businesses by increasing our use of indirect sales channels and by developing, marketing and selling solutions aimed at such businesses. It is not certain whether these initiatives will yield the anticipated benefits or if our solutions will lead to a measurable increase in such small- and medium-sized customers.
If we are unable to achieve the adoption of our platform by new and existing customers or cannot realize the anticipated benefits of our investments in our platform, SaaS solutions, services offerings and payment capabilities, then we may be unable to meet our growth targets, and our revenue, financial condition and results of operations could be negatively impacted.
If we do not successfully develop and enhance capabilities that differentiate the solutions and services we offer and keep pace with technological advancements, then our business, financial condition and operating results may be harmed. The retail and restaurant markets in which we compete are characterized by rapid technological advancements, including frequent new product introductions and enhancements, increasingly sophisticated consumer needs and preferences and evolving security technology and industry standards. Our success depends in part on our ability to develop innovative or sufficiently differentiated solutions and capabilities in a timely and cost-effective manner. We have made significant investments in the development and deployment of new and innovative functionalities within our solutions, and we expect to continue allocating capital to enhance our platform, SaaS solutions and service offerings, including, among other things, acquiring and using artificial intelligence tools to assist with product development and testing and building, leasing, expanding and maintaining our cloud infrastructure. The development process for new solutions and service offerings requires high levels of and can be time consuming and .
Technological advances and changes to industry or regulatory standards relating to safety and security may also impact our ability to develop, test and deliver new solutions and capabilities in a timely or efficient manner, or at all. We may fail to successfully anticipate our customers’ needs and technological and industry trends. We also may be unsuccessful in marketing and selling these solutions, once developed, which could natively impact our business and operating results.
As we continue pursuing the strategic adoption of our platform and SaaS solutions by new and existing customers, our ability to timely or efficiently sunset certain legacy products may be hindered by contractual terms, market conditions, delays in the deployment of our solutions or customer preferences. In specific instances, we may have made, or may choose to make, certain assurances to our customers regarding current or future capabilities, specifications and expected service levels of our platform and solutions, which we may be unable to deliver successfully. Our financial results, reputation and long-term growth strategy could be adversely impacted if we are unable to deliver such technologies, fail to enhance our capabilities or our solutions do not perform as intended.
If we fail to maintain consistent, high-quality customer service and support or if we fail to meet our service obligations or manage our reputation, our brand, business and financial results may be harmed. We take pride in the customer service and support that we provide to customers, and we believe these capabilities are critical to attracting new customers, retaining our existing customers and growing our business. If we are unable to maintain the high level of customer service and support that customers expect from us, including through our use of third-party service providers or by leveraging advanced technologies such as artificial intelligence, our business may be negatively impacted. To maintain sufficient service levels, we also may need to hire additional support personnel, which could increase our costs. Our sales are highly dependent on our business reputation, which is often advanced by positive recommendations given by our existing customers. Any failure to, or market perception that we do not, maintain high-quality customer support may adversely affect our reputation and brand, our ability to from the network effect of referrals, our ability to cross-sell and upsell our solutions and services to existing and prospective customers and our business, financial condition or results of operations.
Further, certain customer agreements include service level commitments or milestones, and if we fail to meet these contractual commitments, we could face contract terminations, pay damages or be obligated to issue credits to our customers. Our failure to meet contractual service commitments also may result in customer dissatisfaction, reputational harm or the loss of customers, which could have a material adverse effect on our business and results of operations.
We may not achieve some or all of the expected benefits of our cost reduction initiatives and our operating results could be adversely affected. We have undertaken, and may continue undertaking, cost reduction actions in alignment with our long-term growth strategy. We may not achieve the anticipated cost savings or operational improvements from these efforts. Such benefits may be realized later than expected, and the challenges in implementing these measures may be greater than anticipated. We may incur additional unexpected costs or experience business disruptions or delays that hinder our ability to realize the expected benefits of these initiatives. Optimizing expenses could cause us to experience a loss of continuity, loss of accumulated knowledge, loss of key employees and/or our ability to attract and retain top talent. Moreover, our projections and estimates of the cost savings or other benefits are based on a number of assumptions and are subject to economic, competitive and other uncertainties,
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some of which are beyond our control. If we do not realize the anticipated benefits and costs savings in accordance with our strategic objectives, then our business, financial condition, operating results and cash flows could be negatively impacted.
Our growth depends in part on the success of our strategic relationships with third parties and our ability to integrate with third-party applications and software. We believe that the success of our platform depends, in part, on our ability to integrate data and third-party applications, software and other functionalities into the Voyix Commerce Platform, and we anticipate that the growth of our business will continue to depend on these third-party relationships, including with ordering service providers, payment processors, loyalty providers and other technology partners. Integrating third-party content, data and technology requires significant time and resources, and, in certain circumstances, third-party providers could alter the terms of their agreement or terminate their relationships with us, compete directly against us, partner with our competitors or make material changes to their businesses, solutions or services that could harm our business. We may also be adversely affected by features, changes or alterations to the governing terms of use for technologies developed by third parties, or we may fail to maintain our relationship with certain third parties which could hinder our ability to integrate with, or transfer data from, their offerings into our platform. Third parties also may to partner with us or choose to limit or restrict our access to their offerings. If we cannot continue integrating existing, or to integrate new, third-party offerings and technologies into our platform and solutions, then we may existing customers to competitors or be to compete for new business . In addition, if we access to certain solutions or capabilities from a particular partner or experience a significant reduction or in the supply of such solutions or capabilities, then our business and operating results could be impacted.
We may be unable to realize the anticipated benefits of past and future acquisitions, divestitures and other strategic transactions, which might have a materially negative impact on our business, financial condition or results of operations. We have made and expect to continue to make acquisitions, divestitures and other strategic transactions to strengthen our business and position us for long-term growth. For example, we completed the Spin-Off of NCR Atleos in October 2023, and we completed the Digital Banking Sale in September 2024. We may not be able to achieve the expected strategic, financial, operational and other benefits from these transactions, among others, or the associated benefits may be delayed. We cannot predict with certainty when the benefits expected from the Spin-Off or Digital Banking Sale will occur, the extent to which such benefits will be realized or whether they will be realized at all. Even if we do realize the benefits from these and other future transactions, the costs may outweigh the benefits or could result in dis-synergies with respect to our go-forward business operations.
We are a smaller company after the completion of the Spin-Off and Digital Banking sale, with a less diversified portfolio of offerings and narrower business focus. As a result, we may be more vulnerable to changing market conditions and other risks impacting our operations, which could materially and adversely affect our business, financial condition and results of operations. Our smaller size may also limit our ability to absorb unforeseen costs and expenses or to withstand prolonged periods of economic uncertainty, or invest in the research and development necessary to remain competitive with our offerings.
We may decide in the future to expand our business, portfolio of offerings and business focus through the acquisition of complementary solutions and technologies. If we are unable to complete strategic acquisitions or if such opportunities do not arise, our growth opportunities could be adversely affected. Even if we complete strategic acquisitions, we could fail to realize the anticipated growth and other objectives, or they might take longer to realize than expected. A variety of factors (such as business disruptions, integration issues, lost talent, misallocated resources and unanticipated transaction costs, among others) may adversely affect any anticipated benefits from such transactions.
The failure of any such acquisition, divestiture and other strategic transaction to perform or deliver results as expected could have a material adverse effect on our business, financial condition or operating results.
We may not realize the anticipated cost savings or other benefits related to the transition of our Hardware Business to an outsourced design and manufacturing (ODM) model on a timely basis or at all. In August 2024, we announced our entry into a commercial agreement with Ennoconn Corporation (“Ennoconn”) to transition our point-of-sale and self-checkout hardware businesses to an outsourced design and manufacturing model, including the sale of certain assets relating to these businesses (the “Hardware Business Transition”). On January 8, 2026, we announced the commencement of the implementation phase of this ODM model. We have experienced delays, and may experience additional unanticipated delays, as certain aspects of our hardware business migrate to Ennoconn. We expect to complete the Hardware Business Transition in April 2026; however, it may not be implemented successfully or within the anticipated timeline. We anticipate that, once the Hardware Business Transition is implemented, we will recognize revenue on a net basis, excluding the costs paid to Ennoconn, as a hardware point-of-sale and self-checkout sales agent. Once the implementation of the Hardware Business Transition has been completed, a substantial majority of the revenue related to the sale of hardware will no longer be recognized by us and will instead be recognized by our counterparty, which will result in a substantial decrease to our hardware-related revenue. This could have an impact on our business and results of operations.
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We also expect to reduce hardware-related costs in connection with the Hardware Business Transition. However, if we are unable to reduce costs in connection with the Hardware Business Transition or if the Hardware Business Transition has an adverse impact on our hardware sales or customer relationships, our future operating results and financial condition may be negatively impacted.
In addition, as a result of the Hardware Business Transition, Ennoconn will design, manufacture, warrant, supply, and ship self-checkout and point-of sale hardware directly to our customers. If Ennoconn fails to deliver on their commitments or otherwise breaches its obligations to our customers, then our reputation and our customer relationships may be harmed which may adversely impact our results of operations and financial condition.
RISKS ASSOCIATED WITH THE SPIN-OFF OF NCR ATLEOS
If the Spin-Off fails to qualify for tax-free treatment, it could result in substantial tax liability for us and our stockholders. We received an opinion of counsel to the effect that, for U.S. federal income tax purposes, the Spin-Off qualifies for tax-free treatment under certain sections of the Internal Revenue Code. However, the opinion relies on certain facts, assumptions, representations and undertakings from us and NCR Atleos, including those regarding the past and future conduct of the companies’ respective businesses and other matters, and the opinion would not be valid if such assumptions, representations and undertakings were incorrect. Furthermore, the opinion is not binding on the Internal Revenue Service (“IRS”) or the courts. If the Spin-Off is determined to be taxable for U.S. federal income tax purposes, we and our stockholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities. Even if the Spin-Off otherwise qualifies as a tax-free transaction, the distribution would be taxable to us (but not to our stockholders) in certain circumstances if future significant acquisitions of our stock or the stock of NCR Atleos are determined to be part of a plan or series of related transactions that included the Spin-Off. In this event, the resulting tax liability could be substantial. In connection with the Spin-Off, we entered into a Tax Matters Agreement with NCR Atleos, pursuant to which NCR Atleos agreed to not enter into any transaction that could cause the Spin-Off or any related transactions to be taxable to us without our consent and to indemnify us for any tax liability resulting from any such transaction. In addition, these potential tax liabilities may , or prevent a change of control of us.
We may be held liable to NCR Atleos if we fail to perform under our agreements with NCR Atleos, and the performance of such services may negatively affect our business and operations . In connection with the Spin-Off, we and NCR Atleos entered into a separation and distribution agreement and various other agreements (including a transition services agreement, tax matters agreement, employee matters agreement, patent and technology cross-license agreement, trademark license and use agreement, master services agreement) that provide for the performance of certain services by each company for the benefit of the other for a period of time after the Spin-Off. While many of the performance obligations of the Company and NCR Atleos have been satisfied or have otherwise expired, if we do not satisfactorily perform our remaining obligations under these agreements, we may be held liable for any resulting losses suffered by NCR Atleos, subject to certain limits.
Potential indemnification obligations to NCR Atleos or a refusal of NCR Atleos to indemnify us pursuant to agreements executed in the Spin-Off could materially adversely affect us. Pursuant to the separation and distribution agreement and certain other agreements we entered into with NCR Atleos in connection with the Spin-Off, the Company and NCR Atleos have agreed to indemnify the other for certain liabilities. The indemnities from NCR Atleos for our benefit may not be sufficient to protect us against the full amount of such liabilities, and NCR Atleos may not be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from NCR Atleos any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. In addition, our indemnity obligations to NCR Atleos may be significant. Each of these risks could negatively affect our business, financial condition or results of operations.
RISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY
Our inability to protect our systems, solutions and data from cybersecurity threats or other technological risks could adversely affect our business operations or stock price and damage our brand and reputation . As we operate our business, we obtain, process and, in some cases, store sensitive business and personal information, including, but not limited to, information related to our customers, their end-users and their transactions. We also have access to certain transactional and personal data of our customers and their consumers due to the proprietary or third-party products, solutions and service offerings we provide. Additionally, we collect, process and store certain personal data of our employees and independent contractors or third-party consultants in the ordinary course of business. We face a variety of risks, including to our reputation, relating to the handling, securing and protection of such information, and these risks will increase as our business grows.
While we have programs and measures in place that are designed to protect and safeguard our data and the third-party data we collect, store and process, and while we have implemented access controls designed to limit the risk of unauthorized use or
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disclosure by employees and contractors, the techniques used to prevent access or obtain unauthorized access to data are complex and evolving as threat actors adopt new and emerging technologies. For example, threat actors are increasingly using artificial intelligence and machine learning to develop and deploy techniques that enhance their likelihood of success at penetrating or bypassing security measures, compromising and disrupting systems and exploiting vulnerabilities. These threat actors are increasingly sophisticated, and they have increasingly targeted employees, contractors, service providers and third parties through evolving techniques, including through social engineering and/or misrepresentation (such as phishing attempts and similar techniques). An attack, disruption, intrusion, denial of service, theft, misuse or other , or an act by an employee or contractor, could result in access to, disclosure of, or prevent or access to, our data or third-party data we collect, store or process, resulting in , costs and reputational that could affect our operating results or stock price.
Like most companies, we are regularly subject to attempts by third parties (which may include individuals or groups of hackers and sophisticated organizations, such as state-sponsored organizations, nation-states and individuals sponsored by them) to identify and exploit system vulnerabilities or to penetrate or bypass our security measures to gain unauthorized access to our networks and systems. We anticipate that we will continue to be increasingly subject to such attempts given the nature of our business and as cyberattacks become more sophisticated and difficult to predict and protect against. Successful attempts by one of these malicious actors could lead to the compromise of personal information or the confidential data of us or our customers. Attempts of this nature typically involve technology-related viruses, worms and other malicious software programs that attack networks, systems, products and services, exploit potential security , create system and cause or of service. Our products and services may also be accessed or modified as a result of customer, partner, employee, contractor or supplier or .
We have administrative, technical, organizational and physical security measures in place to defend against intrusions and attacks and to protect our information. However, we have experienced security incidents in the past, and we may face additional security incidents in the future.
In April 2023, we determined that a single data center outage impacting certain of our customers was caused by a cyber ransomware incident. Following an extensive investigation which included Company experts, external forensic cybersecurity experts and federal law enforcement, among others, we concluded that the incident impacted operations for some customers only with respect to specific Aloha cloud-based services and Counterpoint. Functionality was fully restored to all impacted customers, and we built a new cloud environment to host the affected applications. We have incurred certain expenses related to this cyber ransomware incident and may incur additional costs in the future, including payment of damages or other costs to customers or others.
Because the techniques used to obtain unauthorized access to, or sabotage technology systems, change frequently, grow more complex over time and generally are not recognized until a cyberattack is launched against a target, we may be unable to anticipate or implement the measures needed to prevent such techniques. In addition, a cyberattack, vulnerability exploitation or other security incident could remain undetected and persist in our environments or those of our customers, partners and other third parties for an extended period of time. Future security incidents may not be prevented or remediated, and the cost associated with responding to any such incident may be significant.
If any security or data breach or significant denial-of-service attack or other cyberattack involving our systems, our customers’ data or the systems of third parties that store or process our data or that of our customers occurs or is believed to have occurred, our reputation and brand could be significantly damaged, and we could be required to expend significant capital and other resources to address problems caused by any such actual or perceived event and to remediate our systems. In addition, we could be exposed to business losses, litigation, regulatory action or other liabilities and our ability to operate our business may be impaired. While we maintain cybersecurity insurance, there can be no assurance that our insurance will cover any or all of losses we incur in connection with any cybersecurity incident.
We are subject to evolving global laws and regulations relating to data privacy, data protection, information security and artificial intelligence, which may require us to incur substantial compliance costs or cause harm to our business operations. In addition to the risks described above relating to cybersecurity threats or other technology risks, our data processing activities subject us to numerous data privacy and security laws and regulations in many jurisdictions. Federal, state and local governments in the United States have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws and other similar laws. For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, “CCPA”), applies to the personal information of consumers, business representatives and employees who are California residents and requires businesses to provide specific disclosures in privacy notices and to honor requests made by individuals to exercise certain privacy-related rights. The CCPA provides for administrative fines of up to $7,500 per violation and permits private litigants affected by certain data to recover significant statutory
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damages. A number of other states, such as Virginia and Colorado, also have passed comprehensive privacy laws, and similar laws are being considered in other states and municipalities and by the federal government.
Outside the United States, the number of laws, regulations and industry standards governing data privacy and security is increasing. The European Union’s General Data Protection Regulation (“EU GDPR”), the United Kingdom’s General Data Protection Regulation and Brazil’s General Data Protection Law impose strict requirements for processing the personal data of individuals. Violations of these laws could cause us to incur significant fines, penalties, claims by regulators or other third-party lawsuits alleging significant damages and may damage our brand and business. For example, under EU GDPR, the authorities may impose fines of up to the greater of €20 million or 4% of an organization’s global revenue, or they could limit our ability to process personal data. As foreign jurisdictions continue to enact and modify their data privacy laws, maintaining compliance with differing data privacy standards will become more complex, and it is possible that these laws will be interpreted and applied inconsistently, or in a manner that is or with our existing data privacy practices. Changing our policies and practices to compliance may be and , and we may not be to respond timely or effectively to regulatory, legislative and other developments. These required changes could our ability to offer existing or planned features, solutions and services, and they also may increase our cost of doing business. Any actual or perceived by us or any third parties with which we do business to compliance with our posted privacy statements or notices, changing consumer expectations, evolving regulations, industry standards or contractual obligations may result in actions or other us by governmental entities or private actors or cause us to incur significant or other liabilities. Any such actions, particularly to the extent we were found to have engaged in or are found otherwise liable for , could result in the expenditure of substantial resources and could also affect our business, financial condition, and results of operations.
In addition, the legal and regulatory landscape relating to the use of artificial intelligence, machine learning and other automated decision-making capabilities continues to evolve, and there is uncertainty regarding the scope and timing of the adoption of these new and existing laws and regulations. For example, the European Union has adopted the EU Artificial Intelligence Act, which is currently in its implementation phase. The United States, at federal, state and local levels, is considering new artificial intelligence-related laws and regulations. The EU Artificial Intelligence Act and any other new legal frameworks could require us to comply with burdensome, and potentially conflicting, requirements, depending on the nature and categorization of artificial intelligence. As a result, our adoption and use of artificial intelligence within our commercial offerings and internal operations may require us to expend resources and other costs in order to achieve compliance, cause us to incur regulatory fines and/or penalties, or otherwise cause us to change our commercial offerings and features, which could harm our business, financial condition and operating results.
Our intellectual property is valuable, and our inability to protect it could reduce the value of our products, services and brand and harm our competitive position. Our creations, developments and technology and our copyrights, trade secrets, trademarks, patents and other intellectual property rights (collectively, our “IP”) are important assets for us and our business, and it is critical to our strategy that we protect and can leverage our IP. We own more than 900 patents in the United States and have numerous others in foreign countries. We own the trademarks, including having registrations for “NCR Voyix” and "Voyix" as well as certain other trademarks relating to our products and services. We rely on, and expect to continue to rely on, copyright, trade secret, trademark, patent and other intellectual property laws in the United States and internationally to protect our IP and brand. However, a variety of factors outside our control pose a threat to our IP rights.
We may fail to obtain or maintain effective IP protection, or the efforts we have taken to protect our IP may not be sufficient or effective. Our intellectual property rights also may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. Despite our efforts to protect our IP, there can be no assurance they will be sufficient to protect against others offering products or services that are substantially similar to ours or that unauthorized parties will not attempt to copy, use, misappropriate or disclose our IP, including information that we consider confidential or proprietary. Unauthorized third parties may try to copy or reverse engineer our offerings or portions thereof, or they may seek to obtain and use our IP to create offerings that compete with ours. Third parties potentially could obtain patents relating to innovations that overlap or compete with our offerings. If third parties obtain patent protection with respect to such , they might assert, and have in the past asserted, that our products or services on their patents, and they may seek to charge us a licensing fee or otherwise the use of our products or services or file suit us. In addition, third parties may seek to use our trademarks without our authorization, and our trademarks may not provide us with any competitive or distinguish our offerings from those of our competitors or prevent third parties from using them or similar trademarks or brands. Obtaining, and maintaining our IP is expensive and time-consuming. We may to properly obtain, and maintain our new and existing IP, which could our market position and business . Possible future changes to U.S. or foreign intellectual property laws and regulations may the enforceability, validity or scope of our intellectual property rights and our ability to obtain protection. We also may not be to protect or enforce our IP if we do not detect the use of our IP.
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Effective IP protection may not be available in every country where our products and services are offered or may be offered in the future, and the laws of certain foreign jurisdictions may not recognize certain intellectual property rights or protect them to the same extent as the laws of the United States. Changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our intellectual property rights, or such changes could jeopardize the validity, enforceability or scope of our IP rights or harm our ability to obtain IP protections.
Failure to obtain or maintain protection of our confidential information or other proprietary information (including trade secrets and know-how) could harm our competitive position and materially and adversely affect our business, financial condition and results of operations. We rely on intellectual property rights, such as copyrights and trade secrets, to protect our confidential information, know-how, technical information and other proprietary information. We also rely on and enter into agreements, such as confidentiality and nondisclosure agreements, with employees, contractors, consultants and other third parties who may access our confidential or other proprietary information (such as trade secrets and know-how), which place certain restrictions on the use and disclosure of our IP. We enter into intellectual property assignment agreements with our employees, contractors and consultants. We cannot guarantee that we have entered into such agreements with every individual or entity that may have or have had access to our confidential or proprietary information or that individuals or entities may not assert rights to our IP. Even where such agreements exist, it is possible that they may be insufficient or breached, and it is possible that our IP or our confidential and proprietary information could otherwise be or become known to our competitors, which could cause us to our competitive . We may not be to obtain adequate remedies for such . Additionally, to the extent that our employees, contractors, consultants or other third parties with whom we do business use intellectual property owned by others in their work for us, could arise with respect to the use of that intellectual property.
To counter infringement, misappropriation or unauthorized use of our IP, we may deem it necessary to file claims, which can be expensive and time consuming. Any efforts to enforce our intellectual property rights through litigation may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our rights. Furthermore, because of the substantial amount of discovery required in connection with such litigation, there is a risk that some of our confidential and proprietary information could be compromised during such litigation.
Claims by others that we infringe, misappropriate or otherwise violate their intellectual property rights, even those without merit, could result in significant costs and adversely affect our business, financial condition and results of operations. A large number of patents and other intellectual property rights exist in our industry and technology companies frequently enter into litigation based on allegations of patent infringement or other violations of intellectual property rights. We are subject to, and may be subject in the future, to claims by third parties that we have infringed, misappropriated or otherwise violated their intellectual property rights. As we face increasing competition, the possibility of such claims us may increase. This risk has been amplified by the increase in patent holding companies that seek to monetize patents they have purchased or otherwise obtained and whose sole or primary business is to assert such .
Claims of infringement, misappropriation or other violations of intellectual property rights made by a third party, even those without merit and regardless of the outcome, could cause us to incur substantial costs defending against the claim. The outcome of such claims is often uncertain, and there can be no assurance that we will successfully defend against these claims. An adverse outcome of an IP dispute may require us to do one or more of the following: pay substantial monetary damages; stop selling or licensing some or all of our commercial offerings; enter into a fee-bearing licensing agreement that we would not normally find acceptable; cause a delay to the development of certain product or service offerings; redesign our platform, some or all of our commercial offerings, and/or any embedded technology thereto, in order to not such intellectual property right; or the development of, or our ability to further develop, our platform, commercial offerings and/or any embedded technology thereto. Each of the foregoing could require significant effort and expense and affect our business, financial condition and results of operations.
In many of our agreements with customers, we agree to indemnify them with respect to claims by third parties that our products or services infringe, misappropriate or otherwise violate third-party intellectual property rights. From time to time, customers have requested, and may in the future request, us to indemnify them for such claims. The obligations, liability and risks we could face depend on the scope and limitations of the indemnification we have provided. Any such claims from our customers could result in substantial liabilities, reputational harm or the delay or loss of market acceptance of our platform and commercial offerings, which could have adverse effects on our relationships with such customers.
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RISKS ASSOCIATED WITH OUR BUSINESS AND OPERATIONS
We face extensive competition in our markets and if we do not compete effectively, we may not be successful. We face intense competition in the retail and restaurant markets in which we sell our commercial offerings. Our competitors range from large and established entities to emerging start-ups. Our competitors also include other large companies in the information technology industry, many of which have more financial and technical resources than we do. Our competitors may introduce superior products and services, successfully use and deploy new technologies such as artificial intelligence that may reduce customer demand for our offerings, reduce prices, have greater technical, marketing and other resources, have greater name recognition, have larger installed bases of customers, have well-established relationships with our current and potential customers, advertise aggressively or beat us to market with new products and services.
Our business and operating performance could also be impacted by changes to our competitive landscape, such as industry consolidation, or the entry of new competitors and technologies. Competitive offerings and pricing pressures may cause us to experience lower customer satisfaction, decreased demand for our solutions, lost market share and reduced operating profits.
Disruptions in our data center hosting and public cloud facilities could adversely affect our business . Many of our commercial offerings are delivered to customers through the cloud or in data centers hosted by us or third parties in the United States and other countries. In addition, certain applications and data that we use in our services offerings and our internal operations may be hosted or stored in the cloud or at a data center. Cloud instances and data centers may be vulnerable to cybersecurity attacks or incidents, security events, hardware or software failures, human error, natural disasters, telecommunications failures or similar events, or to armed conflicts or intentional acts of misconduct, or interference (including, but not limited to, by disgruntled employees, former employees or contractors). The occurrence of these events or acts, or any other , in a cloud instance or at a data center we use could result in to, of or the of these cloud hosting facilities. our recovery and business continuity arrangements, such or could the availability of our commercial offerings for our customers, which could impact their operations. Our business operations and those of our customers rely heavily on the continuous availability and proper functioning of our platform, offerings and network. Any significant , system or network could significantly impact our customers’ operations. We have experienced such and , which have affected the availability of our applications and data. in the availability of our data center or cloud offerings could cause us to to meet contracted service level thresholds and may require us to issue credits, or pay or to customers or cause customers to or not renew their contracts. could also us to other liability from customers and third parties, payment of or other amounts, publicity and the need to engage in remediation efforts, any of which could impact our business and reduce our revenue. Although we have taken steps to mitigate these risks, we can provide no assurance that these measures would be sufficient to prevent or mitigate the impact of a or that we would not experience material if such an event was to occur.
Defects, errors, installation difficulties or development delays could expose us to potential liability, harm our reputation and negatively impact our business. Many of our commercial offerings are sophisticated and complex, and they may incorporate or rely upon third-party hardware, software and data. Despite testing and quality control, we cannot be certain that defects or errors will not be found in our offerings. If our offerings contain undetected defects or errors, or otherwise fail to perform as intended or to meet our customers’ expectations, we could lose customers and incur contractual liabilities and additional development costs. If or or product installations, we could experience in payment for our products and services or an increase in our incremental costs. In addition, customers license and deploy our software in both standard and non-standard configurations and across a variety of different environments, computer platforms, system management software and equipment and networking configurations, any of which could increase the likelihood of technical . Our products may be integrated with other components or software, and, in the event that there are or , it may be to determine the origin of such or . If these risks materialize, they could result in additional costs and expenses, exposure to liability , of technical and other resources, of customers or publicity, each of which could impact our business and operating results.
Our use of artificial intelligence in our products and operations, as well as our potential failure to effectively implement, use and market these technologies, may result in reputational harm or liability or could adversely affect our revenues and profitability. We are increasingly incorporating artificial intelligence (AI) capabilities in our product and solutions offerings, as well as in our own business operations. AI technology is complex and rapidly evolving, and may subject us to significant competitive, legal, regulatory, operational and other risks. The implementation of AI can be costly, and there is no guarantee that our use of AI will enhance our technologies, benefit our business operations or produce products and services that are competitive. Our competitors may incorporate AI technology into their products, offerings and solutions more quickly or more successfully than we do, which could impair our ability to compete effectively. Further, our products and solutions which incorporate AI technologies may not
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function as designed or have unintended consequences, which could subject us to new or enhanced competitive harm, legal liability, regulatory or public scrutiny or reputational harm.
In addition, our use of AI is subject to various risks including the use of personal information, flaws in models or datasets that may result in biased or inaccurate results and our ability to safely deploy and implement governance and controls for AI systems. Additionally, laws and regulations related to automated decision making, AI and machine learning are still evolving and there is uncertainty as to new laws and regulations that will be adopted and the application of existing laws and regulations. For example, the European Union has adopted the EU Artificial Intelligence Act and in the United States, new AI-related laws and rulemakings are underway or being proposed at the federal, state and local levels. The EU Artificial Intelligence Act and any other new regulations could require us to comply with various burdensome requirements depending on the nature and categorization of AI. This may result in expending resources and additional costs to comply with these requirements or change our products or features, which could harm our business.
The intellectual property ownership and license rights, including copyright, surrounding AI technologies have not been fully addressed by regulations, laws or courts and the adoption of third-party AI technologies into our business operations, products and services may result in exposure to claims of copyright infringement or other intellectual property misappropriation, as well as potential liability to customers. Adverse consequences of these risks related to artificial intelligence could subject us to competitive harm, legal liability, heightened regulatory scrutiny and brand or reputational harm.
As the AI legal and regulatory landscape evolves over time, we may incur significant costs to achieve compliance and ensure responsible use, or we could experience limitations on our ability to use AI internally or within our offerings. Our adoption of AI within our offerings and internal operations may result in unanticipated liabilities, costs or regulatory fines, or we may not realize the expected benefits of our investment into AI capabilities, leading to material harm to our business, reputation, financial condition and operating results.
We rely on the availability of third-party licenses, and our inability to maintain those licenses could harm our business. A number of our commercial offerings include software or other IP licensed from third parties. It may be necessary in the future to renew such third-party licenses or to seek new licenses to expand our use to our current or future offerings. The necessary licenses may not be available on acceptable terms, if at all. In addition, a number of our commercial offerings are dependent upon the use of certain open-source software, and we expect to continue using open-source software in the future. Open-source software is generally licensed by its authors or other third parties under open-source licenses.
Our inability to obtain certain licenses or other rights, failure to obtain such licenses or rights on reasonable terms or involvement in any third-party disputes regarding these matters, could result in delays in our product releases until equivalent technology can be identified, licensed or developed, if at all, and integrated into our products. In addition, such events may cause us to incur significant license fees which could have an adverse effect on our business, operating results and financial condition.
If an author, a third party or one of our license counterparties were to allege that we failed to comply with the conditions of a license, we could be required to incur significant legal expenses, be subject to damages or equitable remedies, be required to purchase a costly license, or be required to devote additional development resources to change our software.
Changes in U.S. or foreign trade policies and other factors beyond our control may adversely impact our business and operating results. Geopolitical tensions and trade disputes can disrupt supply chains, increase our vendor costs, and increase the costs of offerings. This could cause our offerings to be more expensive for customers, resulting in their reduced demand. A geopolitical conflict in a region where we operate could disrupt our business operations in that region. Countries also could adopt restrictive trade measures, such as tariffs, laws and regulations concerning investments and limitations on foreign ownership of businesses, taxation, foreign exchange controls, capital controls, employment regulations, the repatriation of earnings and import and export controls, any of which could adversely affect our operations and supply chain and limit our ability to sell our offerings at competitive prices, or at all. Changes in laws, policies or treaties governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where our products are manufactured or assembled or from where we import products or raw materials (either directly or through our suppliers) could have an impact on our competitive position, business operations and financial results. The United States has proposed the implementation of, and, in many cases, has implemented, a number of tariffs on imports to the United States from a large number of countries. U.S. foreign trade policy has continued to evolve under the current presidential administration, including the announcement of a number of new tariffs on foreign imports of certain products that were announced in the wake of the U.S. Supreme Court’s decision in February 2026 a number of previously imposed tariffs. In response to the tariffs imposed or by the United States, many countries have imposed, or to impose, reciprocal tariffs on exports from the United States. At this time, it is unknown whether the imposed tariffs will remain in place, be expanded or be removed, and we do not know the full extent of the ultimate impact of the
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recently invalidated tariffs or the effect of those tariffs recently imposed on our Company, operations and financial results. Similarly, the Company’s operations, vendor costs and product pricing are impacted by various trade treaties, such as the United States-Mexico-Canada Agreement. Any termination or modification to trade treaties that impact the Company’s products could impact our business, financial condition, and results of operations. In addition, as a result of these recent developments in U.S. foreign trade policy, we do not know whether certain foreign countries will adopt retaliatory trade policies or what the impact of any such retaliatory trade policies could be on our business. If geopolitical tensions, trade disputes and other global conflicts develop or further escalate, which could occur with little to no advanced notice, then we may not be able to effectively mitigate any increased costs of our offerings, enhanced disruptions to our supply chain or to our ability to effectively operate and compete in some or all of the countries in which we do business.
Our business may be negatively affected by domestic and global economic conditions. Our business is sensitive to the strength of domestic and global economic conditions, particularly as they affect, either directly or indirectly, the retail and restaurant sectors of the economy. Economic conditions are influenced by a number of factors, including political conditions, consumer confidence, unemployment levels, interest rates, tax rates, currency exchange rates, commodity prices and government actions to stimulate economic growth. The imposition or threat of new or modified trade policies, import or export tariffs, global and regional market conditions, spending trends in the retail and restaurant industries, tax legislation, new or modified global or regional trade agreements, fluctuations in oil and commodity prices, among other things, have created a challenging and unpredictable environment in which to sell our offerings across our different geographies and industries. The retail and restaurant industries depend on, among other things, consumer discretionary spending and consumer confidence, which is influenced, in part, by general economic conditions. A material decline in consumer confidence could impact the ability or willingness of our customers to make expenditures, thereby affecting their willingness to purchase our products and services. For example, a material in consumer confidence could result in consumers choosing to dine out less frequently or reduce the amount they spend while dining out, which could impact our business customers within our Restaurant segment. or global economic conditions also may have an effect on our customers’ ability to pay us for the products they have purchased from us or to obtain the financing they need from a third-party financing company to purchase our offerings, or may impact the number of payment processing transactions by customers using our payments offerings, which could impact our operating results.
In addition, potential international, regional or domestic political unrest, economic or political instability, terrorist attacks or other hostilities, public health crises and natural disasters can create or contribute to a climate of global or regional uncertainty that adversely impacts our results of operations and financial condition, including our revenue growth and profitability.
If we are unable to maintain and update our information technology systems to meet the needs of our business, our business could be adversely impacted. We rely on our information technology systems and on certain third-party systems to effectively operate our business. We have modernized, and expect to continue reviewing and modernizing, our information technology systems and processes in order to simplify and improve our operations. There is a risk, however, that these efforts could materially and adversely disrupt our operations, could occur over a period longer than planned or could require greater than expected investments or utilization of internal and external resources. It may take longer than expected to realize the intended benefits from these efforts. Our failure to properly and efficiently maintain and update our information technology systems, or the failure of our information technology systems to perform as we anticipate, could hinder our ability to operate or to attract and support customers, or could cause us to incur legal liability, contractual or cause us to existing customers, each of which could have a material effect on our business, results of operations and financial condition.
If we do not retain key employees, or if we are unable to recruit, develop and retain qualified employees, we may not be able to meet our business objectives. Our ability to successfully execute our growth strategy and achieve our business objectives is dependent on our ability to retain key business leaders, highly skilled software development, technical, and sales personnel and other critical individuals. The market for highly skilled workers and leaders in our industry is extremely competitive, and we may need to invest significant amounts of compensation to attract and retain these employees. We may never realize returns on these investments as key employees may decide to leave the Company for other opportunities. Changes of key business leaders could be disruptive to our business, delay the execution of our strategy, or distract the attention of management. In addition, as our business model and our industries continue to evolve, we must attract employees with different skill sets. If we are unable to retain our key personnel, or we are to attract highly qualified individuals by offering competitive compensation, work environments and , our business and operating results could be impacted.
If the third-party suppliers upon which we rely to manufacture our offerings or provide us with key components or other technologies and services are unable to fulfill our needs at acceptable prices, our ability to bring our offerings to market successfully could be affected. There are a number of vendors that provide services and produce components or technologies for utilization in our commercial offerings. Some services and components are licensed or purchased from single sources due to price, quality, technology, functionality or other reasons. For example, we rely on certain companies that provide us with computer chips,
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microprocessors and operating systems. The companies that develop these computer chips and processors have experienced a significant increase in demand due to the adoption and use of artificial intelligence, which has increased the price of these chips and processors and, in some cases, has made these chips difficult to procure. We also rely on key technology providers with respect to our payments offerings. If we are unable to secure the necessary services, components or technologies from our vendors at a reasonable price or at all, and have to find an alternative supplier, the delivery of our commercial offerings could be delayed, or these offerings may no longer be profitable. Such delays or increased costs could affect our business and operating results.
In 2024, we announced our entry into a commercial agreement with Ennoconn to transition our point-of-sale and self-checkout hardware businesses to an outsourced design and manufacturing model, including the sale of certain assets relating to these businesses. Under the terms of the Hardware Business Transition, Ennoconn will design, manufacturer, warrant, supply and ship self-checkout and point-of-sale hardware directly to our customers, and we will sell hardware to our customers as a sales agent. In January 2026, we announced the commencement of the implementation phase of the Hardware Business Transition. This arrangement involves a number of risks, including, but not limited to, decreased control over the production process, which could lead to production delays or interruptions or inferior product quality control. If Ennoconn experiences any significant difficulties in its manufacturing processes, becomes subject to increased costs due to the supply of the components needed to manufacture these hardware products, becomes insolvent or unwilling to continue to manufacture products of acceptable quality in a timely manner, or otherwise does not comply with their agreement with us, we could experience significant interruptions in delivering end-to-end commerce solutions to our customers, which may us to legal , reputational and affect our operations and financial results.
We face uncertainties regarding regulations, lawsuits and other related matters. In the normal course of business, we are, or may be, subject to proceedings, lawsuits, claims, government actions and other matters, including, for example, those that relate to the environment, health and safety, labor and employment, employee benefits, intellectual property, data privacy and security, payments services, product liability, commercial disputes and regulatory compliance, among others. Because such matters are subject to many uncertainties, their outcomes are not predictable, and we must make certain estimates and assumptions in our financial statements. While we believe that amounts reflected in our Consolidated Financial Statements with respect to such matters are currently adequate, there can be no assurances that our estimates will align with the actual amount of any losses or liabilities relating to these matters or that the funding required to ultimately satisfy the liabilities from such matters will not impact future operating results.
We and our business are subject to many diverse and complex regulations, including those relating to corporate governance, public disclosure and reporting, securities laws, accounting, environmental safety and the discharge of materials into the environment, product safety, sanctions, import and export compliance, data privacy and security, antitrust and competition, anti-corruption and labor, and such regulations can be subject to rapid and substantial change. These regulations may also include those discussed in Item 1 “Business—Government Regulation” of this Report. Compliance with these regulations could create a substantial burden on us and materially increase our costs or could otherwise impact on our future operating results. If we are not in compliance with any such regulations, we may be subject to criminal and civil penalties, which may cause harm to our reputation and to our brand and could have an adverse effect on our business, financial condition and results of operations.
Our payments-related business subjects us to additional regulatory requirements and other risks and uncertainties that could be costly and difficult to comply with or that could harm our business. The majority of the payment networks over which transactions are conducted require sponsorship by a bank and our ability to offer certain of our payments solutions depend on our ability to secure and maintain these “sponsor” arrangements with financial institutions.
In addition, our ability to process certain card transactions is contingent upon our continued registration with the applicable card brands. Non-compliance with established rules and regulations of the card brands with whom we are registered could expose us to fines, penalties or other liabilities and may result in the revocation of our registration, all of which could negatively impact results of our operations.
Any increase in interchange rates or other payment network fees, over which we have minimal or no control, might decrease merchant acceptance of card and digital payments and/or reduce consumers usage of such payment methods, causing an adverse impact on our operations, revenue and cash flows.
Further, we may experience damaged relationships or increased liability exposure due to any errors, omissions or disputes involving the settlement of merchant funds. We are responsible for maintaining accurate bank account information for certain merchant customers and ensuring funds are appropriately settled into the correct accounts based on the underlying transaction activity. In addition, we may incur losses when our merchants fail to reimburse us for chargebacks resolved in favor of their customers. Fraud by our merchants or others could also have an adverse effect on our operations and cash flows.
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Changes to laws, regulations, card brand rules, the Payment Card Industry Data Security Standard or other industry standards affecting our payments business may require significant development and compliance investments or have an unfavorable effect on our ability to offer certain services or on our financial performance.
Changes to our tax rates and additional income tax liabilities could impact profitability. We are a U.S.-based multinational corporation, subject to income taxes in the United States and in a number of foreign jurisdictions. Our domestic and international tax liabilities depend on the distribution of our earnings across different jurisdictions, and our provision for income taxes and cash tax liability may be adversely affected if distributed earnings are higher than expected in certain jurisdictions having higher statutory tax rates.
Due to economic and political conditions, tax laws and tax rates for income and non-income taxes in a number of varying jurisdictions may be subject to significant changes in the future, which could materially affect our financial position and results of operations. For example, a variety of governments and international organizations, such as the Organization for Economic Co-operation and Development and the European Union, are focused on modernizing international tax rules, including, but not limited to, global minimum corporate income tax standards. The final nature, timing and extent of any such tax reforms or other legislative or regulatory actions are unpredictable, and it is difficult to assess their overall effect to us. Tax law changes that could significantly reduce or limit our ability to utilize our deferred tax assets could have a material impact on our tax rate and cash tax payments. Any of these potential changes could increase our effective tax rate, increase cash tax payments and adversely impact our financial results.
Multinational corporations, like us, may be subject to significant uncertainty with regard to the application of tax laws, as they require the use of judgment and can be subject to differing interpretations. We are, or may become in the future, subject to audits of our income tax returns in various jurisdictions, both in the United States and internationally. While we believe that our tax positions are sustainable, the outcomes of each current or future audit may result in the assessment of additional taxes, which could adversely impact our cash flows and financial results.
Our international operations subject us to additional risks that can adversely affect our business, financial condition and results of operations. For each of the years ended December 31, 2025 and 2024, the percentage of our revenue from outside of the United States was 39%. Our international operations subject us to a variety of risks and challenges, including, but not limited to:
• the impact of ongoing and future economic conditions on the stability of national and regional economies and industries within those economies;
• political conditions and local regulations that could adversely affect demand for our solutions, our ability to access funds and resources or our ability to sell commercial offerings in these markets;
• the impact of a downturn in the global economy, or in regional economies, on demand for our offerings;
• competitive labor markets and increasing wages in markets in which we operate;
• varied employee/employer relationships, existence of works councils and differing labor practices and other challenges caused by distance, language, local expertise and cultural differences, increasing the complexity of doing business in multiple jurisdictions;
• currency exchange rate fluctuations that could result in lower demand for our offerings as well as generate currency translation losses;
• limited availability of local currencies to pay vendors, employees and third parties and to distribute funds outside of the country;
• changes to global or regional trade agreements that could limit our ability to sell in these markets;
• the imposition of import or export tariffs, taxes, trade policies or import and export controls that could increase the expense of, or limit demand for our offerings;
• changes to and compliance with a variety of laws and regulations that may increase our cost of doing business or otherwise prevent us from effectively competing internationally or that may impose burdensome requirements or restrictions on us;
• government uncertainty or limitations on the ability to enforce legal rights and remedies;
• reduced protection for intellectual property rights in certain countries;
• implementing and managing systems, procedures and controls to monitor our operations in foreign markets;
• changing competitive requirements and deliverables in developing and emerging markets;
• longer collection cycles and the financial viability and reliability of contracting partners and customers;
• managing a geographically dispersed workforce, work stoppages and other labor conditions or issues;
• disruptions in transportation and shipping infrastructure; and
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• the impact of natural disasters, pandemics, catastrophic events, civil unrest, war and terrorist activity on our international operations, supply chains, the global economy or markets in general, or on our business or our customers’ businesses or on the ability of our suppliers to meet commitments.
These risks and challenges, among others, could increase our cost of doing business internationally, including shortages of goods and increased costs, shipping delays, longer payment cycles, increased taxes and restrictions on the repatriation of funds to the United States. We have employees and third-party consultants outside of the U.S. that provide software development and support services. A sustained loss of the software development services provided by international employees and third-party consultants could negatively impact our software development efforts, adversely affect our competitive position, harm our reputation, impede our ability to achieve and maintain profitability, and negatively impact our business, financial condition, and results of operations.
Our risk management efforts may not be fully effective in mitigating our risk exposure, which could expose us to losses and liability and otherwise harm our business. Our business and the industries in which we operate are complex and subject to rapid evolution and change. As a result, our risk management policies, procedures, techniques and processes may not be sufficient to identify all of the risks to which we are exposed, to enable us to mitigate the risks we have identified or to identify additional risks to which we may become subject in the future as we expand our offerings. If any of our risk management policies and processes are ineffective, or if we are not successful in identifying and mitigating all risks to which we are or may be exposed, we may suffer losses or harm to our reputation, or be subject to or regulatory actions, any of which could affect our business, financial condition and results of operations.
A major natural disaster or catastrophic event could have a materially adverse effect on our business, financial condition and results of operations, or have other adverse consequences. Our business, financial condition, results of operations, access to capital markets and borrowing costs may be adversely affected by a major natural disaster or catastrophic event, including, without limitation, civil unrest, geopolitical instability, war, terrorist attack, pandemics or other (actual or threatened) public health emergencies or other events beyond our control, and any direct or indirect measures taken in response thereto.
A significant natural disaster, such as an earthquake, fire, flood or hurricane, could have a material and adverse effect on our business, and our insurance coverage may be insufficient to compensate us all, or even a portion of, the losses that may occur. We have operations and customers all over the world and certain locations in which we operate or serve customers, such as California, Texas and India, are particularly vulnerable to natural disasters and extreme weather. Acts of terrorism also may disrupt our business operations, or those of our customers, and such acts could negatively impact consumer demand or the global economy. While we have disaster recovery and business continuity plans, they may not be sufficient to mitigate the impact of any such event. Despite any precautions we may take, the occurrence of a natural disaster or other unanticipated event at our headquarters or other key facilities could result in lengthy in access to, or functionality of, our platform and other offerings, or these events could us to other liabilities, resulting in potential effects on our business, financial condition or operating results.
Our historical manufacturing activities subject us to environmental exposures. A number of our facilities, properties and operations are subject to a wide range of environmental protection laws, and we have investigatory and remedial activities underway at certain facilities relating to our historical operations that we currently own, or formerly owned or operated, to comply with such laws. In addition, our products are subject to environmental laws in a number of jurisdictions. There can be no assurance that the costs required to comply with applicable environmental laws will not negatively impact our financial condition or future operating results. We have been identified as a potentially responsible party in connection with certain environmental matters, including the Kalamazoo River matter, as further described in Note 11, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report; in “Government Regulations” within Item 1 of Part I of this Report; and in “Environmental and Legal Contingencies” within the “Critical Accounting Estimates” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of Part II of this Report, and we incorporate such disclosures by reference and make them a part of this discussion of risk factors.
RISKS ASSOCIATED WITH OUR FINANCE & ACCOUNTING
Our level of indebtedness could limit our financial and operating activities and adversely affect our ability to incur additional debt to fund future needs. At December 31, 2025, we had approximately $1.1 billion of total indebtedness outstanding with an additional $476 million of borrowings available under our senior secured revolving credit facility. Our current level of indebtedness could:
• require us to dedicate a substantial portion of our cash flow to the payment of principal and interest, thereby reducing the funds available for operations and future business opportunities;
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• make it more difficult for us to satisfy our obligations with respect to our outstanding debt, including obligations to repurchase our senior unsecured notes under our indentures following the occurrence of certain changes in control;
• limit our ability to borrow money or otherwise enter into financing arrangements that would provide us with additional capital if needed for other purposes, including working capital, capital expenditures, debt service requirements, acquisitions and general corporate purposes, on satisfactory terms or at all;
• limit our ability to adjust to changing economic, business and competitive conditions;
• place us at a competitive disadvantage with competitors who may have less indebtedness or greater access to financing or access to financing on preferential terms;
• make us more vulnerable to an increase in interest rates, a downturn in our operating performance or a decline in general economic, business and other conditions; and
• make us more susceptible to adverse changes in our credit ratings and those of our debt securities, which could impact our ability to obtain financing in the future and increase the cost of such financing.
If compliance with our obligations under our debt and other financing agreements materially limits our financial or operating activities, or hinders our ability to adapt to changing industry conditions, then we may lose market share, our revenue may decline and our operating results may be negatively affected.
We may, from time to time, seek to opportunistically refinance, amend, reprice and/or otherwise replace any of our debt, obtain additional debt financing or enter into other financing arrangements; reduce or extend our debt, lower our interest payments or the cost of capital available to us under certain types of financing arrangements or otherwise seek to improve our financial position or the terms of our debt or other financing agreements. These actions may include open market debt repurchases, negotiated repurchases or other repayments, redemptions or retirements of our debt or other financing arrangements. The amount of debt that may be borrowed or issued, refinanced, and/or repurchased, repaid, redeemed or otherwise retired, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with our debt covenants and other considerations. Any such actions could impact our financial condition or results of operations.
The terms of the documents governing our indebtedness include financial and other covenants that could restrict or limit our financial and business operations. Our credit agreement governing the senior secured credit facilities and the indentures for our senior unsecured notes include restrictive covenants that, subject to certain exceptions and qualifications, restrict or otherwise limit our ability and the ability of our subsidiaries to, among other things:
• incur additional indebtedness;
• create liens on, sell or otherwise dispose of, our assets;
• engage in certain fundamental corporate changes or changes to our business activities;
• make certain investments (including acquisitions);
• engage in sale-leaseback or hedging transactions;
• repurchase our common stock, pay dividends or make similar distributions on our capital stock;
• repay certain indebtedness;
• engage in certain affiliate transactions; and
• enter into agreements that restrict our ability to create liens, pay dividends or make loan repayments.
The senior secured credit agreement and the indentures governing our senior unsecured notes also contain certain affirmative covenants, and the senior secured credit agreement requires us to comply with a leverage ratio that measures our debt relative to our Consolidated EBITDA (as defined in the senior secured credit agreement).
These covenants and restrictions could affect our ability to operate our business and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise. Additionally, our ability to comply with these covenants may be affected by events beyond our control, including, but not limited to, general economic and credit conditions, currency exchange rates and industry downturns.
If we fail to comply with these covenants and are unable to obtain a waiver or amendment from the applicable debtholders, an event of default would result under the applicable agreements and under other agreements containing related cross-default provisions.
Upon an event of default under the senior secured credit agreement, the administrative agent or the required lenders could, among other things, declare outstanding amounts due and payable, terminate the commitments under the senior secured credit agreement, or require us to deposit cash collateral in respect of outstanding letters of credit. Upon a bankruptcy or insolvency event of default
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under the senior secured credit agreement, all outstanding amounts thereunder may become due and payable and all commitments thereunder automatically terminate. If we were unable to repay or pay the amounts due, the administrative agent or the lenders could, among other things, proceed against the collateral granted to them to secure such indebtedness, which includes certain of our domestic assets and the equity interests of certain of our domestic and foreign subsidiaries. Upon an event of default under the indentures governing our senior unsecured notes, the related trustee or the holders of our senior unsecured notes could declare all outstanding amounts immediately due and payable.
Our cash flows may not be sufficient to service our indebtedness, and if we are unable to satisfy our obligations under our indebtedness, we may be required to seek other financing alternatives, which may be unsuccessful. Our ability to timely pay principal and interest on our debt obligations depends on our ability to generate positive cash flows from operations, which is subject to general economic conditions, competitive pressures and certain financial, business and other factors, which may include those outside of our control. If our cash flows and capital resources are insufficient to make these payments, we may be required to seek additional financing sources, reduce or delay capital expenditures, sell assets or operations or refinance our indebtedness. These actions could have an adverse effect on our business, financial condition and results of operations. We also may be unable to take any of these actions, and, even if successful, these actions may not permit us to meet our scheduled debt service obligations. Our ability to or refinance our outstanding indebtedness will depend on, among other things, the condition of the capital markets and our financial condition at such time. There can be no assurance that we will be to or refinance any of our indebtedness on commercially reasonable terms or at all. If we cannot timely pay our debt, we will be in and the outstanding principal and interest on our debt could be accelerated and declared due and payable, in which case we could be into , or require us to substantially or alter our business operations or debt obligations.
Certain change in control transactions may accelerate our indebtedness or our obligations under other financing arrangements, or may require us to repurchase our senior unsecured notes or our Series A Convertible Preferred Stock. Upon the occurrence of a change in control under the applicable indenture governing our senior unsecured notes, holders of those notes may require us to repurchase their notes. In addition, upon certain change of control events involving the Company, holders of Series A Convertible Preferred Stock can require us, subject to certain exceptions, to repurchase any or all of their Series A Convertible Preferred Stock. On any date during the three months commencing on and immediately following March 16, 2027, March 16, 2030 and March 16, 2033, holders of our Series A Convertible Preferred Stock will have the right to require us to repurchase any or all of our outstanding Series A Convertible Preferred Stock.
We may have insufficient funds in the event that we are required to repurchase any of our senior unsecured notes or Series A Convertible Preferred Stock, or both. There can be no assurance that we will have sufficient financial resources, or be able to arrange financing to pay the repurchase price in cash with respect to any of our senior unsecured notes or Series A Convertible Preferred Stock upon a change in control or scheduled redemption. If we fail to repurchase a series of senior unsecured notes, when required, it would result in an event of default for such notes which could, in turn, constitute a default under the terms of our other indebtedness. If we are unable to repurchase all shares of Series A Convertible Preferred Stock that holders have requested to be purchased, then we are required to pay dividends on the shares not repurchased at a rate equal to 8.0% per annum, accruing daily from such date until the full purchase price, plus all accrued dividends, are paid in full in respect of such shares of Series A Convertible Preferred Stock.
A change in control also (i) may constitute an event of default under our senior secured credit agreement that would permit the lenders to accelerate the maturity of the borrowings thereunder and/or terminate the commitments under the senior secured revolving credit facility and (ii) may require us to make a similar change in control offer to holders of our existing senior unsecured notes.
Certain important corporate events, such as leveraged recapitalization that would increase the level of our indebtedness, may not constitute a change in control under the indentures governing our unsecured notes or the terms of our Series A Convertible Preferred Stock.
A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future capital costs and reduce our access to capital. Any rating assigned to our debt could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances justify any such change. Any future lowering of our ratings would make it more difficult or more expensive for us to obtain additional debt financing or capital from other financing arrangements.
We may be required to write down the value of certain significant assets, which would adversely affect our operating results. We have a number of significant assets on our balance sheet as of December 31, 2025 and the value of these assets can be adversely impacted by factors related to our business and operating performance, as well as factors outside of our control. We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of
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assets and liabilities. Our deferred tax assets, net of valuation allowances, totaled approximately $315 million and $320 million at December 31, 2025 and 2024, respectively. We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. If we are unable to generate sufficient future taxable income, if there is a material change in the actual effective tax rates or if there is a change to the time period within which the underlying temporary differences become taxable or deductible, then we may be required to increase our valuation allowance against our deferred tax assets, which could result in a material increase in our effective tax rate.
We have previously recorded valuation allowances related to certain deferred tax assets due to the uncertainty of the ultimate realization of the future benefits from those assets. The recorded valuation allowances cover deferred tax assets, including tax loss carryforwards, interest expense carryforwards and foreign tax credits, in tax jurisdictions where there is uncertainty as to the ultimate realization of those tax assets. If we are unable to generate sufficient future taxable income of the proper source in the time period within which the temporary differences underlying our deferred tax assets become deductible, or before the expiration of our loss and credit carryforwards, additional valuation allowances could be required in the future.
If we fail to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, then such failure could have a material adverse effect on our results of operations, financial condition and cash flows. As a public reporting company, we are required to establish and periodically evaluate our disclosure controls and procedures with respect to information we file with, or submit to, the SEC, and our internal control over financial reporting with respect to our financial statements and related disclosures. In particular, we are required to assess the effectiveness of our internal control over financial reporting at the end of each fiscal year pursuant to Section 404 of the Sarbanes-Oxley Act. If we identify deficiencies in our internal control over financial reporting, we may be unable to accurately report our financial results or to report them within the timeframes required by the SEC. The presence of deficiencies in our disclosure controls or internal control over financial reporting and a corresponding remediation of material weaknesses or any regulatory actions resulting from such material could our business, restrict our access to capital markets and impact our stock price. In addition, the occurrence of any of the foregoing could cause investors and others that rely on our financial statements to confidence in the accuracy and completeness of our financial reports.
We have previously identified material weaknesses in our internal control over financial reporting, the most recent of which were fully remediated in fiscal 2024. While these material weaknesses have been fully remediated, we cannot guarantee that our internal controls will continue to operate effectively in the future. We may fail to identify new control deficiencies or material weaknesses or may not identify them on a timely basis, and our internal controls may not prevent or detect misstatements. If future deficiencies result in material misstatements or we are otherwise required to restate our financial statements, our business, financial condition and results of operations could be materially adversely affected, including through increased costs, regulatory scrutiny, reputational harm or diminished investor confidence. See Item 9A of this Report for more information, which is incorporated herein by reference.
RISKS ASSOCIATED WITH OUR GOVERNANCE
Our Series A Convertible Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of our common stockholders, which could adversely affect our liquidity and financial condition, and may result in the interests of the holders of our Series A Convertible Preferred Stock differing from those of our common stockholders. The holders of our Series A Convertible Preferred Stock have the right to receive a liquidation preference entitling them to be paid out of our assets available for distribution to stockholders before any payment may be made to holders of any other class or series of capital stock, an amount equal to the greater of (a) 100% of the liquidation preference thereof plus all accrued dividends or (b) the amount that such holder would have been entitled to receive upon our liquidation, dissolution and winding up if all outstanding shares of Series A Convertible Preferred Stock had been converted into common stock immediately prior to such liquidation, dissolution or winding up.
Dividends on the Series A Convertible Preferred Stock also accrue cumulatively at the rate of 5.5% per annum, payable quarterly in arrears. If we fail to declare and pay a dividend timely, the dividend rate will increase to 8.0% per annum until such time as all accrued but unpaid dividends have been paid in full. Dividends are payable quarterly in arrears and, at our option, either in cash or in-kind.
The holders of our Series A Convertible Preferred Stock also have certain redemption rights or put rights, including the right to require us to repurchase all or any portion of the Series A Convertible Preferred Stock on any date during the three months commencing on and immediately following March 16, 2027, March 16, 2030 and March 16, 2033, at 100% of the liquidation preference thereof plus all accrued but unpaid dividends, and the right, subject to certain exceptions, to require us to repurchase all or any portion of the Series A Convertible Preferred Stock upon certain change of control events at the greater of (a) 100% of the
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liquidation preference thereof plus all accrued but unpaid dividends and (b) the consideration the holders would have received if they had converted their shares of Series A Convertible Preferred Stock into common stock immediately prior to the change of control event.
These dividend and share repurchase obligations may impact our liquidity and reduce the amount of cash flow that we have available for working capital, capital expenditures, growth opportunities, acquisitions and other general corporate purposes. Our obligations to the holders of our Series A Convertible Preferred Stock could also limit our ability to obtain additional financing or increase our borrowing costs, which may adversely affect our financial condition. The preferential rights could also result in divergent interests between the holders of our Series A Convertible Preferred Stock and holders of our common stock.
The issuance of shares of our Series A Convertible Preferred Stock reduces the relative voting power of holders of our common stock, and the conversion and sale of those shares would dilute the ownership of such holders and may adversely affect the market price of our common stock . As of December 31, 2025, approximately 0.2 million shares of our Series A Convertible Preferred Stock were outstanding, representing approximately 8% of our outstanding common stock, including the Series A Convertible Preferred Stock on an as-converted basis. Holders of Series A Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 5.5% per annum, which is payable quarterly in arrears and, at our option, either in cash or in-kind. If we fail to declare and pay a dividend timely, the dividend rate will increase to 8.0% per annum until such time as all accrued but unpaid dividends have been paid in full.
As holders of our Series A Convertible Preferred Stock are entitled to vote, on an as-converted basis, together with holders of our common stock on all matters submitted to a vote of the holders of our common stock, the Series A Convertible Preferred Stock, and the subsequent issuance of additional shares of Series A Convertible Preferred Stock through the payment of in-kind dividends, effectively reduces the relative voting power of our common stock holders.
In addition, the conversion of the Series A Convertible Preferred Stock to common stock would dilute the ownership interest of existing holders of our common stock. Any sales in the public market of the common stock issuable upon conversion of the Series A Convertible Preferred Stock would increase the number of shares of our common stock available for public trading and could adversely affect prevailing market prices of our common stock.
We could be subject to actions or proposals from stockholders that do not align with our business strategies or the interests of our other stockholders. While we seek to actively engage with stockholders and consider their views on business, strategy and governance issues, responding to these stockholders could be costly and time-consuming. Activist stockholders may seek to involve themselves in the governance, strategic direction and operations of the Company through stockholder proposals or otherwise. Such proposals may disrupt our business and divert the attention of our management and employees, and any perceived uncertainties as to our future direction resulting from such a situation could interfere with our ability to effectively execute our strategic plans or could result in the loss of potential business opportunities, the perception that we need a change in the direction of our business or the perception that we are unstable or lack continuity, which may be exploited by our competitors, cause concern to our current or potential customers and make it more for us to attract and retain qualified personnel and business partners, which could affect our business. In addition, actions of activist stockholders could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
