NCR Voyix (VYX) risk factors, FY2025 10-K

NCR Voyix's FY2025 10-K, filed Feb 26, 2026, lists 38 risk factors. Against the prior year's 38: 11 new, 11 dropped, 20 substantially reworded.

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Risk factors listed
381 groups
New this year
11vs 38 last year
Dropped
11since the prior 10-K
Substantially reworded
20of those kept
Section length
16k wordsItem 1A

What the changes say

  • Cloud-platform and SaaS adoption now dominates strategy after the Atleos spin-off and Digital Banking sale.
  • Cybersecurity exposure is more concrete, citing the April 2023 ransomware outage affecting Aloha and Counterpoint customers.
  • AI, payment-network costs, chip availability, and third-party technology dependencies receive greater emphasis.
  • Debt remains approximately $1.1 billion, with $476 million available under the revolving facility.

What changed since the prior 10-K

New

  • New

    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

    Failure to convert customers to the Voyix Commerce Platform and subscription SaaS solutions could reduce revenue and profitability.

  • New

    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

    Rapid technology advances and competitors’ AI capabilities could leave NCR Voyix’s retail and restaurant solutions insufficiently differentiated.

  • New

    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

    The Atleos spin-off and Digital Banking sale may deliver delayed benefits, added costs, dis-synergies, or a less diversified business.

  • NewRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

    Future cyberattacks could disrupt Aloha cloud services or Counterpoint, creating customer damages, remediation costs, and operational losses.

  • NewRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

    Patent owners or other technology companies could bring costly claims that NCR Voyix infringes intellectual property rights.

  • NewRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

    AI embedded in products and operations could malfunction, increase legal or regulatory exposure, damage reputation, or leave NCR Voyix behind competitors.

  • NewRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

    Chip, processor, operating-system, payments, and other single-source suppliers may face AI-driven demand, shortages, price increases, or delivery delays.

  • NewRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

    Higher interchange rates, payment-network fees, settlement errors, chargebacks, merchant fraud, or payment rules could reduce payment activity and cash flows.

  • NewRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    RISKS ASSOCIATED WITH OUR FINANCE & ACCOUNTING

    Approximately $1.1 billion of debt could constrain operations and financing, despite $476 million available under the revolving credit facility.

  • NewRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

    Lower or withdrawn debt ratings could increase borrowing costs and restrict access to additional capital.

  • NewRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

    Weak disclosure controls or financial reporting controls could delay or misstate results, trigger regulatory action, and restrict capital-market access.

Dropped

  • Dropped

    If we do not successfully execute our growth strategy, our operating results could be negatively impacted

    Failure to execute the platform-led growth strategy after the Atleos spin-off and Digital Banking sale.

  • Dropped

    If we do not successfully develop new solutions that achieve market acceptance and keep pace with technological developments, our business, results of operations and financial condition could be harmed

    Failure to develop accepted, differentiated solutions and keep pace with technological change.

  • Dropped

    Our acquisitions, divestitures and other strategic transactions or future acquisitions may not produce anticipated results, which could have a material adverse effect on our business, financial condition or results of operations

  • Dropped

    The failure of acquisitions, divestitures and other strategic transactions to perform or deliver results as expected could have a material adverse effect on our business, financial condition or results of operations

  • DroppedRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

  • DroppedRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

    Acquisitions, divestitures, and other transactions may not produce expected strategic or financial benefits.

  • DroppedRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

    Digital Banking sale obligations, including transition services, may create liabilities or disrupt operations.

  • DroppedRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    Our level of indebtedness could limit our financial and operating activities and adversely affect our ability to incur additional debt to fund future needs

  • DroppedRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

  • DroppedRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

  • DroppedRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

Reworded

  • 87% rewritten

    We may not achieve some or all of the expected benefits of our cost reduction initiatives and our operating results could be adversely affected

    The risk now focuses on unexpected costs, disruptions, delays, and talent losses from expense optimization, rather than broader restructuring transition issues.

  • 85% rewritten

    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

    The wording now specifically names data integration into the Voyix Commerce Platform and says partners may alter terms, compete, or partner with rivals.

  • 78% rewritten

    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

    The revised text removes explicit customer onboarding and retention emphasis and says advanced technologies such as AI may support service delivery.

    Was: If we fail to maintain a consistently high level of customer service or if we fail to manage our reputation, our brand, business and financial results may be harmed

  • 77% rewrittenRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

    The updated wording largely clarifies covered individuals and privacy-rights requests under the CCPA without materially changing the risk.

    Was: We are subject to evolving global laws and regulations relating to data privacy, data protection and information security, which may require us to incur substantial compliance costs or harm our business operations

  • 75% rewrittenRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    Defects, errors, installation difficulties or development delays could expose us to potential liability, harm our reputation and negatively impact our business

    The risk now applies to commercial offerings and emphasizes delayed payment for products and services instead of delayed customer acceptance.

  • 75% rewrittenRISKS 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

    The updated wording covers data held through proprietary or third-party offerings and expressly includes independent contractors and consultants.

    Was: Our inability to protect our systems and data from cybersecurity threats or other technological risks could adversely affect our business operations or stock price and damage our brand and reputation

  • 70% rewrittenRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    Changes to our tax rates and additional income tax liabilities could impact profitability

    The revised text adds that economic and political conditions could materially change income and non-income tax laws and rates.

  • 70% rewrittenRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    Changes in U.S. or foreign trade policies and other factors beyond our control may adversely impact our business and operating results

    The updated wording adds vendor-cost increases and the possibility that trade restrictions prevent selling offerings competitively or at all.

  • 64% rewrittenRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    We face uncertainties regarding regulations, lawsuits and other related matters

    Was: We face uncertainties with regard to regulations, lawsuits and other related matters

  • 64% rewrittenRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    We may be required to write down the value of certain significant assets, which would adversely affect our operating results

  • 64% rewrittenRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

  • 62% rewritten

    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

  • 61% rewrittenRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    Disruptions in our data center hosting and public cloud facilities could adversely affect our business

  • 61% rewrittenRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

  • 58% rewrittenRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

    Was: 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 not be successful

  • 55% rewrittenRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    We face extensive competition in our markets and if we do not compete effectively, we may not be successful

  • 54% rewrittenRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    Our international operations subject us to additional risks that can adversely affect our business, financial condition and results of operations

  • 53% rewrittenRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    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

  • 52% rewrittenRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND INTELLECTUAL PROPERTY

    We rely on the availability of third-party licenses, and our inability to maintain those licenses could harm our business

  • 46% rewritten

    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

All 38 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01If 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 impactedNew
  2. 02If 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 harmedNew
  3. 03If 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 harmed78% rewritten
  4. 04We may not achieve some or all of the expected benefits of our cost reduction initiatives and our operating results could be adversely affected87% rewritten
  5. 05Our growth depends in part on the success of our strategic relationships with third parties and our ability to integrate with third-party applications and software85% rewritten
  6. 06We 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 operationsNew
  7. 07We 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 all62% rewritten
  8. 08If the Spin-Off fails to qualify for tax-free treatment, it could result in substantial tax liability for us and our stockholders
  9. 09We 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 operations46% rewritten
  10. 10Potential 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

  1. 11Our 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 reputation75% rewritten
  2. 12We 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 futureNew
  3. 13We 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 operations77% rewritten
  4. 14Claims 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 operationsNew
  5. 15We face extensive competition in our markets and if we do not compete effectively, we may not be successful55% rewritten
  6. 16Disruptions in our data center hosting and public cloud facilities could adversely affect our business61% rewritten
  7. 17Defects, errors, installation difficulties or development delays could expose us to potential liability, harm our reputation and negatively impact our business75% rewritten
  8. 18Our 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 profitabilityNew
  9. 19We rely on the availability of third-party licenses, and our inability to maintain those licenses could harm our business52% rewritten
  10. 20Changes in U.S. or foreign trade policies and other factors beyond our control may adversely impact our business and operating results70% rewritten
  11. 21If we are unable to maintain and update our information technology systems to meet the needs of our business, our business could be adversely impacted61% rewritten
  12. 22If 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 affectedNew
  13. 23We face uncertainties regarding regulations, lawsuits and other related matters64% rewritten
  14. 24Any 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 flowsNew
  15. 25Changes to our tax rates and additional income tax liabilities could impact profitability70% rewritten
  16. 26Our international operations subject us to additional risks that can adversely affect our business, financial condition and results of operations54% rewritten
  17. 27A 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 consequences64% rewritten
  18. 28Our historical manufacturing activities subject us to environmental exposures
  19. 29RISKS ASSOCIATED WITH OUR FINANCE & ACCOUNTINGNew
  20. 30If 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
  21. 31The terms of the documents governing our indebtedness include financial and other covenants that could restrict or limit our financial and business operations
  22. 32If 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
  23. 33Our 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 unsuccessful58% rewritten
  24. 34A 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 capitalNew
  25. 35We may be required to write down the value of certain significant assets, which would adversely affect our operating results64% rewritten
  26. 36If 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 flowsNew
  27. 37Our 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 stockholders53% rewritten
  28. 38We could be subject to actions or proposals from stockholders that do not align with our business strategies or the interests of our other stockholders

Other NCR Voyix 10-Ks

  • FY2024 10-K risk factors
    38 risks

    NCR Voyix is transforming into a retail and restaurant software-services platform after separating ATMs and selling Digital Banking.

    Filed Feb 27, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.