NCR Atleos CorpNATL

NCR Atleos Corp Earnings Per Share Disclosure

10-KFiled Feb 27, 20263 min read
12. EARNINGS PER SHARE

On October 16, 2023, the date of Separation, 70.6 million shares of Atleos’ Common Stock, par value $0.01 per share, were distributed to Voyix stockholders of record as of October 2, 2023, the Record Date. This share amount is utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the Separation and these shares are treated as issued and outstanding for purposes of calculating historical earnings per share. For periods prior to the Separation, it is assumed that there are no dilutive equity instruments as there were no equity awards of Atleos outstanding prior to the Separation.

In connection with the Spin-off, and in accordance with the Employee Matters Agreement, certain of the outstanding restricted stock units and stock options held by Atleos employees, as well as the strike price for the stock options, were adjusted pursuant to a conversion ratio determined by the post Spin-off average trading price of each of Atleos and Voyix during a specified period following the Spin-off. All adjustments were made with the intent to preserve the intrinsic value of each award immediately before and after the Spin-off.
Basic earnings per share (“EPS”) is calculated by dividing net income or loss attributable to Atleos, less any dividends (declared or cumulative undeclared), if applicable, by the weighted average number of shares outstanding during the period.

In computing diluted EPS, we evaluate and reflect the maximum potential dilution, for each issue or series of issues of potential common shares in sequence from the most dilutive to the least dilutive. We adjust the denominator used in the basic EPS computation, subject to anti-dilution requirements, to include the dilution from potential shares resulting from the issuance of restricted stock units and stock options.

The dilutive effect of restricted stock units and stock options is reflected in diluted earnings per share by applying the treasury stock method. The holders of unvested restricted stock units and stock options do not have non-forfeitable rights to common stock dividends or common stock dividend equivalents. Accordingly, the unvested restricted stock units and stock options do not qualify as participating securities. See Note 7, “Stock Compensation Plans”, for more information on Atleos’ stock compensation plans.

The components of basic earnings (loss) per share are as follows:

Year ended December 31,
In millions, except per share amounts
202520242023
Numerator:
Net income (loss) attributable to Atleos common stockholders
$162 $80 $(150)
Denominator:
Basic weighted average number of shares outstanding
73.5 72.2 70.6 
Basic earnings (loss) per share:
$2.20 $1.11 $(2.12)
The components of diluted earnings (loss) per share are as follows:
Year ended December 31,
In millions, except per share amounts
202520242023
Numerator:
Net income (loss) attributable to Atleos common stockholders
$162 $80 $(150)
Denominator:
Basic weighted average number of shares outstanding
73.5 72.2 70.6 
Dilutive effect of restricted stock units and stock options2.1 2.0 $— 
Weighted average dilutive shares75.6 74.2 70.6 
Diluted earnings (loss) per share:
$2.14 $1.08 $(2.12)
Diluted earnings per share for the years ended December 31, 2025, 2024, and 2023 excluded the effect of 0.6 million, 2.1 million and 6.8 million shares of potential common stock, respectively, that may be issued in connection with restricted stock units and stock options because such effect would be antidilutive.

Historical Timeline

Fiscal YearFiled
2025Feb 27, 2026Showing above
2024Mar 3, 2025
2023Mar 26, 2024

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

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