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NCR Voyix (VYX) Risk Analysis
Risk Overview Q1, 2026
Source: the company's latest filing for the period ended Mar 31, 2026, filed May 07, 2026
Risk Change Over Time
- Accounting & Financial Operations - Risk 1Failure If we fail to maintain an effective system of disclosure controls and procedures and internal control over financial reporting 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 weaknesses could impair our business, restrict our access to capital markets and adversely 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 lose 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.
- Debt & Financing - Risk 2Certain change in control transactions may result in an acceleration of 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.
- Debt & Financing - Risk 3Our 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. 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 restructure 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 able to restructure or refinance any of our indebtedness on commercially reasonable terms or at all. If we cannot timely pay our debt, we will be in default and the outstanding principal and interest on our debt could be accelerated and declared due and payable, in which case we could be forced into bankruptcy, liquidation or require us to substantially restructure or alter our business operations or debt obligations.
- Corporate Activity and Growth - Risk 4Our We may be unable to realize the anticipated benefits of past and future acquisitions, divestitures and other strategic transactions or future acquisitions may not produce anticipated results, transactions, which could might have a material adverse effect 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.
Risk Highlights Q1, 2026
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 41
- Share Price & Shareholder Rights - Risk 1Our 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 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.
- Share Price & Shareholder Rights - Risk 2The 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.
- Share Price & Shareholder Rights - Risk 3We 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 difficult for us to attract and retain qualified personnel and business partners, which could adversely 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.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.
