{"url_path":"/sec/bco/8-k/2026-06-18/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/78890/0001140361-26-025760-index.html","accession_number":"0001140361-26-025760","cik":"0000078890","ticker":"BCO","issuer_name":"BRINKS CO","edgar_url":"https://www.sec.gov/Archives/edgar/data/78890/0001140361-26-025760-index.html","primary_entity_key":"0000078890","primary_entity_name":"BRINKS CO"},"word_count":1340,"has_tables":true,"body_markdown":"Item 9.01\n\nFinancial Statements and Exhibits\n\nExhibit No.\n\n \n\nDescription\n\n104\n\n \n\nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\nForward-Looking Statements\n\nThis Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words\nsuch as “anticipate,” “assume,” “could,” “estimate,” “expect,” “target,” “possible,” “project,” “predict,” “intend,” “plan,” “believe,” “potential,” “may,” “should”, “will” and similar expressions are based on current expectations and assumptions\nand are subject to risks, uncertainties and contingencies, many of which are beyond our control and difficult to predict or quantify, and which could cause actual results to differ materially from those that are anticipated.\n\nFactors that could cause actual results to differ include, but are not limited to: Brink’s ability to consummate the Mergers; the occurrence of any\nevent, change or other circumstance that could give rise to the termination of the Merger Agreement; Brink’s ability to finance the Mergers; Brink’s indebtedness, including the substantial indebtedness Brink’s will incur in connection with the\nMergers and the need to generate sufficient cash flows to service and repay such indebtedness; failure to consummate any anticipated repayment of the combined company’s indebtedness or make any returns to shareholders in the expected timeframe or\nat all; failure to obtain applicable regulatory or shareholder approvals in a timely manner or otherwise; failure to satisfy any other conditions to closing of the Mergers; failure to realize the anticipated benefits and synergies of the Mergers in\nthe expected timeframe or at all, including as a result of a delay in consummating the Mergers; the success of integration plans and the time required to successfully integrate NCR Atleos’ operations with those of Brink’s; the focus of management’s\ntime and attention on the Mergers and other potential disruptions arising from the Mergers; the effects of the announcement of the Mergers on Brink’s or NCR Atleos’ businesses; that operating costs, customer loss and business disruption (including,\nwithout limitation, difficulties in maintaining relationships with banks, employees, customers or suppliers) may be greater than expected following the public announcement of the Mergers; Brink’s or NCR Atleos’ ability to retain certain key\nemployees following the public announcement of the Mergers; litigation related to the Mergers; Brink’s or NCR Atleos’ ability to obtain certain third party or governmental regulatory consents, approvals or clearances; potential undisclosed\nliabilities of NCR Atleos not identified during the due diligence process; the impact of the Mergers on the market price of Brink’s or NCR Atleos’ common stock and/or operating results; and general economic conditions that are less favorable than\nexpected.\n\nAdditional information concerning other risk factors is also contained in Part I, Item 1A “Risk Factors” of (i) Brink’s Annual Report on Form 10-K for\nthe year ended December 31, 2025, filed with the SEC on February 26, 2026, and (ii) NCR Atleos’ Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026 and, in each case, in subsequent filings with\nthe SEC.\n\nThe forward-looking information included in this Current Report on Form 8-K is representative only as of the date of the communications included in\nthis Current Report on Form 8-K and Brink’s and NCR Atleos undertake no obligation to update, revise or clarify any information contained in this Current Report on Form 8-K or forward-looking statements that may be made from time to time on either\nof their behalf, whether as a result of new information, future events or otherwise, except as required by law.\n\nAdditional Information and Where to Find It\n\nIn connection with the Mergers, Brink’s filed the Registration Statement with the SEC,\nwhich includes (i) a joint proxy statement of both companies and (ii) a prospectus of Brink’s relating to the offer of Brink’s securities to be issued to NCR Atleos’ stockholders in connection with the completion of the Mergers. Brink’s and NCR\nAtleos commenced mailing of the joint proxy statement/prospectus to their shareholders and stockholders, respectively, on or about May 27, 2026. Brink’s and NCR Atleos may also file other documents with the SEC regarding the Mergers. This document is not a substitute for the Registration Statement, the joint proxy statement/prospectus or any other document which Brink’s or NCR\nAtleos may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE\nDOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGERS AND RELATED MATTERS.\n\nInvestors and security holders may obtain free copies of the joint proxy statement/prospectus and other documents that are filed with the SEC or will\nbe filed with the SEC by Brink’s or NCR Atleos (when they become available) through the website maintained by the SEC at www.sec.gov or from Brink’s at its website, us.brinks.com,\nor from NCR Atleos at its website, investor.ncratleos.com.\n\nParticipants in the Solicitation\n\nBrink’s, NCR Atleos and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the\nshareholders of Brink’s and the stockholders of NCR Atleos in connection with the Mergers under the rules of the SEC. Information about the interests of the directors and executive officers of Brink’s and NCR Atleos and other persons who may be\ndeemed to be participants in the solicitation of shareholders of Brink’s or the stockholders of NCR Atleos in connection with the Mergers and a description of their direct and indirect interests, by security holdings or otherwise, are included in\nthe joint proxy statement/prospectus related to the Mergers as filed with the SEC on May 27, 2026. Additional information (i) about Brink’s, the directors and executive officers of Brink’s and their ownership of Brink’s common stock can also be\nfound in its Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026, and its definitive proxy statement, as filed with the SEC on March 20, 2026, and other documents subsequently filed by Brink’s\nwith the SEC and (ii) about NCR Atleos, the directors and executive officers of NCR Atleos and their ownership of NCR Atleos’ common stock can also be found in its Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the\nSEC on February 27, 2026, and its definitive proxy statement, as filed with the SEC on April 3, 2026, and other documents subsequently filed by NCR Atleos with the SEC. Free copies of these documents may be obtained as described above. To the\nextent holdings of Brink’s or NCR Atleos’ securities by its directors or executive officers have changed since the amounts set forth in such documents, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on\nForm 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, are included in the joint\nproxy statement/prospectus relating to the Mergers filed with the SEC.\n\nNo Offer or Solicitation\n\nThis Current Report on Form 8-K is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor\nshall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made\nexcept by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.\n\nSIGNATURES\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the\nundersigned hereunto duly authorized.\n\n \n\nTHE BRINK’S COMPANY\n\n \n\n(Registrant)\n\n \n\n \n\n \n\n/s/ Kurt B. McMaken\n\n \n\nName:\n\nKurt B. McMaken\n\n \n\nTitle:\n\nExecutive Vice President and\n\nChief Financial Officer\n\n \n\n \n\nDate: June 18, 2026"}