10-K: NCR Voyix Reports 2025 Results, Advances Unified Commerce Strategy

NCR Voyix Corporation reported a 5% decrease in total revenue to $2.687 billion for 2025, while Adjusted EBITDA increased by 22% to $425 million, driven by cost reduction initiatives and a shift to recurring revenue.

Summary

• Total revenue decreased 5% to $2.687 billion in 2025 compared to $2.818 billion in 2024.
• Recurring revenue increased 3% to $1.676 billion in 2025, comprising 62.4% of total consolidated revenue.
• Software and services revenue decreased 3% to $1.986 billion in 2025, making up 73.9% of total consolidated revenue.
• Adjusted EBITDA increased 22% to $425 million in 2025, up from $348 million in 2024.
• Net income from continuing operations attributable to NCR Voyix was $42 million in 2025, a significant improvement from a $201 million loss in 2024.
• The company completed the spin-off of its ATM-focused business into NCR Atleos Corporation on October 16, 2023.
• The sale of the Digital Banking segment businesses was completed on September 30, 2024, for $2.45 billion in cash, plus potential contingent consideration of up to an additional $100 million.
• The Hardware Business Transition to an outsourced design and manufacturing (ODM) model with Ennoconn Corporation commenced its implementation phase in January 2026 and is expected to complete in April 2026.
• Cash used in operating activities was $210 million in 2025, primarily due to $284 million in tax payments related to the Digital Banking Sale.
• Adjusted free cash flow-unrestricted was $27 million for the twelve months ended December 31, 2025.
• Total indebtedness was approximately $1.1 billion as of December 31, 2025.
• The company repurchased $74 million of preferred shares and $74 million of common stock under its share repurchase program in 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive filing. While revenue declined, the significant improvement in net income and Adjusted EBITDA, coupled with growth in recurring revenue and strategic business model shifts, indicates a positive trajectory despite ongoing challenges and delays in hardware transition.

Positives

• Adjusted EBITDA increased significantly by 22% to $425 million in 2025, indicating improved operational efficiency.
• Net income from continuing operations turned positive at $42 million in 2025, a substantial improvement from a $201 million loss in 2024.
• Recurring revenue grew by 3% to $1.676 billion and now constitutes 62.4% of total revenue, reflecting a successful shift towards a more predictable business model.
• Service gross margin improved by 14% to 28.5% in 2025, driven by cost reduction initiatives and improved margins for SaaS solutions, professional services, software maintenance, and payment processing.
• Successful completion of the NCR Atleos spin-off and Digital Banking segment sale, streamlining the business focus.
• Effective internal control over financial reporting as of December 31, 2025, as confirmed by management and independent auditors.
• The company is leveraging AI tools to accelerate software development and drive innovation in its platform capabilities.

Negatives

• Total revenue decreased by 5% to $2.687 billion in 2025, primarily due to declines in hardware revenue and one-time software license revenue.
• Product revenue decreased 11% in 2025, reflecting a decline in hardware sales and software license revenue.
• Cash used in operating activities increased to $210 million in 2025, largely due to $284 million in tax payments for the Digital Banking Sale.
• Retail Adjusted EBITDA decreased 9% for the year ended December 31, 2025, due to lower one-time software and services revenue and increased labor costs.
• The company's stock performance significantly underperformed the S&P 500, S&P 500 Information Technology Sector, and S&P MidCap 400 indices over the five-year period ending December 31, 2025.
• The company has significant indebtedness of approximately $1.1 billion as of December 31, 2025, which could limit financial and operating flexibility.
• Incurred a cumulative $47 million in expenses related to a cyber ransomware incident in April 2023, with $37 million recovered from insurance, indicating ongoing cybersecurity risks.
• Identified fraudulent ACH disbursements totaling $34 million in February 2024, with $16 million recovered, highlighting internal control vulnerabilities.

Risks

• Inability to achieve successful adoption of the cloud platform and modernized SaaS solutions could negatively impact revenue, financial condition, and results of operations.
• Failure to successfully develop and enhance capabilities that differentiate solutions and services and keep pace with technological advancements could harm the business.
• Failure to maintain consistent, high-quality customer service and support or manage reputation could harm the brand, business, and financial results.
• May not achieve some or all of the expected benefits of cost reduction initiatives, adversely affecting operating results.
• Growth depends in part on the success of strategic relationships with third parties and the ability to integrate with third-party applications and software, which could be disrupted.
• May be unable to realize the anticipated benefits of past and future acquisitions, divestitures, and other strategic transactions, or could experience unintended consequences.
• May not realize the anticipated cost savings or other benefits related to the transition of the Hardware Business to an outsourced design and manufacturing (ODM) model on a timely basis or at all, and reliance on a single-source partner (Ennoconn) poses risks.
• If the Spin-Off of NCR Atleos fails to qualify for tax-free treatment, it could result in substantial tax liability for the company and its stockholders.
• Potential liability to NCR Atleos if the company fails to perform under its agreements or if NCR Atleos refuses to indemnify the company.
• Inability to protect systems, solutions, and data from cybersecurity threats or other technological risks could adversely affect business operations, stock price, and damage brand and reputation.
• Subject to evolving global laws and regulations relating to data privacy, data protection, information security, and artificial intelligence, which may require substantial compliance costs or harm business operations.
• Inability to protect valuable intellectual property could reduce the value of products, services, and brand, and harm competitive position.
• Claims by others that the company infringes, misappropriates, or otherwise violates their intellectual property rights, even those without merit, could result in significant costs.
• Extensive competition in markets could lead to reduced demand for solutions, lost market share, and reduced operating profits.
• Disruptions in data center hosting and public cloud facilities could adversely affect the business.
• Defects, errors, installation difficulties, or development delays in complex offerings could expose the company to potential liability, harm its reputation, and negatively impact its business.
• Use of artificial intelligence in products and operations, as well as potential failure to effectively implement, use, and market these technologies, may result in reputational harm or liability or could adversely affect revenues and profitability.
• Reliance on the availability of third-party licenses; inability to maintain those licenses could harm the business.
• Changes in U.S. or foreign trade policies and other factors beyond control may adversely impact business and operating results.
• Business may be negatively affected by domestic and global economic conditions, including consumer discretionary spending and confidence.
• Inability to maintain and update information technology systems to meet business needs could adversely impact the business.
• Inability to retain key employees or recruit, develop, and retain qualified employees could hinder business objectives.
• If third-party suppliers relied upon to manufacture offerings or provide key components/technologies are unable to fulfill needs at acceptable prices, the ability to bring offerings to market successfully could be affected.
• Uncertainties regarding regulations, lawsuits, and other related matters, including environmental exposures (e.g., Kalamazoo River matter).
• The payments business subjects the company to additional regulatory requirements and other risks and uncertainties that could be costly and difficult to comply with or harm the business.
• Changes to tax rates and additional income tax liabilities could impact profitability.
• International operations subject the company to additional risks that can adversely affect business, financial condition, and results of operations.
• A major natural disaster or catastrophic event could have a materially adverse effect on business, financial condition, and results of operations.
• The level of indebtedness could limit financial and operating activities and adversely affect the ability to incur additional debt to fund future needs.
• Cash flows may not be sufficient to service indebtedness, potentially requiring unsuccessful financing alternatives.
• A lowering or withdrawal of the ratings assigned to debt securities by rating agencies may increase future capital costs and reduce access to capital.
• May be required to write down the value of certain significant assets (e.g., deferred tax assets), which would adversely affect operating results.
• Failure to maintain an effective system of disclosure controls and procedures and internal control over financial reporting could have a material adverse effect.
• Series A Convertible Preferred Stock has rights, preferences, and privileges that are preferential to common stockholders, potentially affecting liquidity and financial condition, and reducing relative voting power.
• Could be subject to actions or proposals from stockholders that do not align with business strategies or the interests of other stockholders.

Future Outlook

The company's strategy is to advance its position as a platform-powered leader in unified commerce for shopping and dining, focusing on delivering modern microservices-based SaaS solutions, expanding integrated payment solutions, scaling differentiated services, and investing in innovation, including AI tools. The Hardware Business Transition is expected to complete in April 2026, shifting revenue recognition to a net commission basis for hardware sales. The company anticipates continued significant research and development expenditures to maintain its competitive position and drive sustainable growth. It also expects to resolve certain tax matters related to U.S. and foreign jurisdictions in 2026, which could materially impact the effective tax rate.

Management Comments

• Our strategy is to advance our position as a 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.
• 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.
• We believe these innovative efforts are essential to maintaining our competitive advantage, supporting long-term customer success and driving sustainable growth across our business.
• 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.
• Management believes we have sufficient human capital to operate our businesses successfully.
• We continuously invest in our workforce by fostering a workplace culture where employees feel connected, supported and respected.
• At this time we do not believe additional costs incurred as a result of the [cyber ransomware] incident will ultimately have a material adverse effect on our business, results of operations or financial condition; however, we remain subject to risks and uncertainties as a result of the incident.
• 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.
• We believe that the reserves for potential losses are adequate.

Industry Context

StockSavvy.ai notes that NCR Voyix's strategic shift towards a platform-powered, SaaS-first model aligns with broader industry trends emphasizing cloud-based solutions, integrated payments, and AI-driven innovation to meet rising consumer expectations for seamless, personalized experiences in retail and restaurant sectors. The company's focus on microservices and open APIs positions it to compete with agile technology providers like Lightspeed and Toast, Inc., while its global services organization provides a differentiated offering against competitors such as Oracle Corporation and Toshiba Tec Corporation. The macroeconomic environment, including inflation and geopolitical tensions, continues to pose challenges for the retail and restaurant industries, impacting consumer spending and technology investment decisions.

Comparison to Industry Standards

• The company competes with a diverse array of companies in the retail and restaurants industries in which we sell our software, services, payments and hardware solutions. 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.
• StockSavvy.ai notes that NCR Voyix's stock performance of $45 in 2025, compared to a $100 investment in 2020, significantly underperformed the S&P 500 Stock Index ($196), S&P 500 Information Technology Sector ($258), and S&P MidCap 400 Stock Index ($155) over the same period, indicating a need for substantial improvement to meet broader market and sector benchmarks.

Management Changes

Corporate Governance

Legal Proceedings

• In November 2015, a putative class action lawsuit was filed against the Company regarding nonqualified deferred compensation retirement plans. In February 2024, the court ruled against the Company, ordering it to pay the difference between lump sums received and the cost of replacement life annuities. The appellate court affirmed this decision on August 26, 2025, and the matter was remanded to the district court in February 2026 to finalize the amount owed. The Company has accrued $45 million and expects 50% indemnity from NCR Atleos, and will seek reimbursement from insurance carriers.
• The Company is a potentially responsible party (PRP) for environmental claims at the Kalamazoo River Superfund Site in Michigan. A Consent Decree was entered in December 2019, requiring the Company to pay Georgia-Pacific a 40% share of past costs and take responsibility for a portion of the remediation. The Company has meritorious claims against B.A.T. Industries p.l.c. (BAT) and indemnity claims against AT&T and Nokia. As of December 31, 2025, the total reserve for Kalamazoo River was $111 million, reduced from $148 million in 2024, following an updated engineering estimate and EPA approval of a work plan in November 2025.
• All regulatory compliance activities for the Ebina environmental matter in Japan were completed during 2024, with no remaining liability as of December 31, 2025.

Related Party Transactions

• The company repurchased 68,566 shares of Series A Convertible Preferred Stock from one shareholder for a total cash consideration of $74 million in November 2025.
• In connection with the Spin-Off, the Company entered into various agreements with NCR Atleos, including a transition services agreement, tax matters agreement, employee matters agreement, patent and technology cross-license agreement, trademark license and use agreement, and master services agreement. While many obligations have expired, the Company continues to provide/receive limited services.
• NCR Atleos has an indemnity obligation to contribute 50% of the costs of certain environmental liabilities (Kalamazoo River) after an annual $15 million funding threshold is met.
• The Company has indemnity or reimbursement claims against AT&T and Nokia under a 1996 Divestiture Agreement for certain environmental matters, including the Fox River and Kalamazoo River.

Stakeholder Impact

• Shareholders: Potential for increased value from strategic focus and improved profitability, but dilution risk from Series A Preferred Stock conversion and historical underperformance relative to market indices. The share repurchase program offers some return.
• Employees: Workforce optimization and focus on hiring for AI skills indicate strategic shifts. Employees participate in stock incentive plans and the employee stock purchase plan.
• Customers: Benefit from modernized SaaS solutions, integrated payments, and enhanced service offerings. Risks of service disruptions from cybersecurity incidents or data center outages remain.
• Creditors: Indebtedness of $1.1 billion and associated covenants pose risks, but debt reduction efforts and improved cash flow from operations (excluding tax payments) are positive.
• Suppliers: Reliance on a single-source partner (Ennoconn) for hardware manufacturing creates dependency and potential supply chain risks.

Next Steps

• Complete the Hardware Business Transition to an outsourced design and manufacturing (ODM) model with Ennoconn Corporation, expected by April 2026.
• Continue investing in innovation to expand platform capabilities, including advancements in SaaS, payment acceptance, automation, data-driven insights, and service delivery, leveraging AI.
• Expand the geographic reach and enhance payment acceptance capabilities, including commercial fuel transactions.
• Strengthen customer relationships, enhance recurring revenue streams, and broaden monetization opportunities across the Voyix Commerce Platform.
• Resolve certain tax matters related to U.S. and foreign jurisdictions in 2026.
• Finalize the amount owed to plaintiffs in the deferred compensation plan lawsuit, following remand to the district court in February 2026.
• Continue pursuing insurance recoveries for fraudulent ACH disbursements.
• Make contributions of $14 million to international pension plans and $19 million to postemployment plan in 2026.
• Potentially utilize the Repurchase Program to opportunistically repurchase common stock and Series A preferred stock, with $300 million aggregate authority as of February 12, 2026.

Key Dates

Recommendation

StockSavvy.ai recommends a 'hold' for NCR Voyix. While the company demonstrated significant improvement in net income and Adjusted EBITDA in 2025, driven by strategic divestitures and cost reductions, total revenue declined. The ongoing transition to a SaaS-first model and the Hardware Business Transition present long-term potential, but also carry execution risks and potential for further revenue shifts. The stock's underperformance relative to broader market indices suggests that while the company is moving in the right direction, it needs to demonstrate sustained revenue growth and successful execution of its strategic initiatives to warrant a stronger recommendation. Investors should monitor the completion of the hardware transition, continued growth in recurring revenue, and the resolution of legal and environmental contingencies.

Keywords

unified commerce, retail technology, restaurant technology, SaaS solutions, payment processing, hardware transition, cloud platform, microservices, cybersecurity, data privacy, intellectual property, financial performance, Adjusted EBITDA, recurring revenue, SEC filing, 10-K, corporate governance, risk management, strategic initiatives, NCR Voyix