What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-26 · 50 added, 42 removed, 276 unchanged (25% of the section changed)

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Our strategy may not be successful.

Our strategy is to grow Brink's by providing a superior customer experience and driving continuous improvement.

Our strategy is to grow Brink's by providing solutions that secure commerce through the delivery of customer-focused innovation while operating with excellence and efficiency.

We may not be successful in growing revenue in our services lines or in improving the cost to serve our customers through process improvements.

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and globally, the growth of payment options other than cash could reduce the need for services related to cash, thereby affecting our financial results.

We are developing new services that offer current and prospective customers with opportunities to streamline their cash processing, making cash more competitive with other forms of payment .

T here is a risk that these initiatives may not offset the risks associated with a decline in the overall share of cash payments and that our business, financial condition, results of operations and cash flows could be negatively impacted.

We continue to develop new services that offer current and prospective customers the opportunity to streamline their cash processing to keep cash acceptance more competitive with other forms of payment.

There is a risk that these initiatives may not offset the risks associated with a decline in the overall share of cash payments and that our business, financial condition, results of operations and cash flows could be negatively impacted.

We may not be successful in pursuing strategic investments or acquisitions or realize the expected benefits of those transactions because of integration difficulties and other challenges.

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Our ability to realize the anticipated benefits from acquisitions will depend, in part, on successfully integrating each business with our company as well as improving operating performance and profitability through our management efforts and capital investments.

The risks to a successful integration and improvement of operating performance and profitability include, among others, failure to implement our business plan, unanticipated issues in integrating operations with ours, unanticipated changes in laws and regulations, labor unrest resulting from union operations, regulatory, environmental and permitting issues, unfavorable customer reactions, the effect on our

internal controls and compliance with the regulatory requirements under the Sarbanes-Oxley Act of 2002, and difficulties in fully identifying and evaluating potential liabilities, risks and operating issues.

unrest resulting from union operations, regulatory, environmental and permitting issues, unfavorable customer reactions, the effect on our internal controls and compliance with the regulatory requirements under the Sarbanes-Oxley Act of 2002, and difficulties in fully identifying and evaluating potential liabilities, risks and operating issues.

In order to finance such acquisitions, we may need to obtain additional funds either through public or private financings, including bank and other secured and unsecured borrowings and the issuance of debt or equity securities.

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We currently serve customers in more than 100 countries, including 51 countries where we operate subsidiaries.

Seventy percent (70%) of our revenues in 2024 came from operations outside the U.S.

Sixty-nine percent (69%) of our revenues in 2025 came from operations outside the U.S.

We expect revenues outside the U.S.

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• limitations on the repatriation of earnings;

• the imposition of new or increased international tariffs and the impact on currency exchange rates;

• the imposition of new, increased, or otherwise changed international tariffs, including as a result of changes in trade policy or the legal authority under which tariffs are imposed, and the impact on our operations and costs;

• fluctuations in equity, revenues and profits due to changes in foreign currency exchange rates, including measures taken by governments to devalue official currency exchange rates;

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These registrations subject us to, among other things, having an effective anti-money laundering ("AML") compliance program, record-keeping requirements and reporting requirements, and examination by state and federal regulatory agencies.

In Canada, as of July 1, 2024, Brink’s armoured transporation operations are subject to Proceeds of Crime (Money Laundering) and Terrorist Financing Act as a federally registered “Money Services Business” with the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC").

In Canada, as of July 1, 2024, Brink’s armored transportation operations are subject to Proceeds of Crime (Money Laundering) and Terrorist Financing Act as a federally registered “Money Services Business” with the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC").

This registration subjects us to, among other things, having an effective AML compliance program, record-keeping requirements and reporting requirements, and periodic examination by FINTRAC.

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If there were to be significant problems with our IT infrastructure, such as IT data center or system failures or unplanned system disruptions, failure to develop new technology platforms to support new initiatives and product and service offerings, or a failure of our GIS Program, it could halt or delay our ability to service our customers, hinder our ability to conduct and expand our business and require significant remediation costs.

Remote work by our personnel and remote access to our systems have also increased significantly, which could increase our cybersecurity risk profile.

We believe our cybersecurity risks will further increase as we expand services, complete mergers and acquisitions, and employ emerging technologies, mobile applications, third-party service providers and cloud-based services.

Securing remote work by our personnel and remote access to our systems continues to be a priority as remote access to our systems represents a heightened level of cybersecurity risk to our business.

We believe our cybersecurity risk profile will continue to expand as we broaden services, pursue mergers and acquisitions, and employ emerging technologies, mobile applications, third-party service providers and cloud-based services.

Hacking, phishing attacks, ransomware, insider threats, physical breaches or other actions may cause confidential information belonging to Brink’s, its employees or customers to be misused.

Moreover, the techniques used to obtain unauthorized access to networks or to sabotage systems change frequently and generally are not recognized until launched against a target.

We may be unable to anticipate these emerging techniques, react in a timely manner, or implement adequate preventative measures.

We have experienced

cybersecurity incidents and unplanned system disruptions in the past, but none of these incidents or disruptions, individually or in the aggregate, have had a material adverse effect on our business, financial condition or results of operations.

A significant cybersecurity incident that impacts our system, application or data center that houses sensitive and confidential data, including, but not limited to, personally identifiable information and business sensitive information, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may be unable to anticipate these emerging techniques, react in a timely manner, or

implement adequate preventative measures.

We have experienced cybersecurity incidents and unplanned system disruptions in the past, but none of these incidents or disruptions, individually or in the aggregate, have had a material adverse effect on our business, financial condition or results of operations.

A significant cybersecurity incident that impacts our systems, applications, cloud resources or data centers that house sensitive and confidential data, including, but not limited to, personally identifiable information and business sensitive information, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Additionally, such an incident may result in significant challenges and costs related to coordination with third-party service providers in order to resolve related issues.

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Cyber attacks and security breaches may also persist undetected over extended periods of time and may not be mitigated in a timely manner to minimize the impact of a cyber attacks or security breach.

Any significant cybersecurity incident, involving Brink's or its third-party service providers, could damage our reputation, expose us to the risks of litigation and liability, disrupt our business or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows.

A significant cybersecurity incident, involving Brink's or its third-party service providers, could damage our reputation, expose us to the risks of litigation and liability, disrupt our business or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows.

Although the Company maintains cybersecurity insurance, the Company's insurance may not be adequate to cover all losses that may be incurred in the event of a significant disruption or failure of its information technology systems.

As a global company we must adhere to applicable laws and regulations in numerous regions regarding data privacy, data protection, and data security.

As a global company we must adhere to ever changing legal and regulatory environments in numerous regions regarding data privacy, data protection, and data security.

Privacy and data protection laws vary between countries and are subject to interpretation, which may create inconsistent or conflicting requirements.

For example, the European Union’s General Data Protection Regulation (“GDPR”), which became effective in May 2018, greatly increased the jurisdictional reach of European Union law.

Since its inception, more geographies in which we operate have enacted laws similar to GDPR, including several countries in Asia and Latin America, as well as several states in the U.S.

Since its inception, more geographies in which we operate have enacted laws similar to the GDPR, including several countries in Asia and Latin America, as well as several states in the U.S.

For example, the California Consumer Privacy Act (the “CCPA”), which became effective on January 1, 2020, imposes stringent data privacy and data protection requirements regarding the personal information of California residents, and provides for penalties for noncompliance, as well as a private right of action from individuals for certain security breaches.

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A breach of the GDPR or other such data protection regulations could result in regulatory investigations, reputational damages, fines and sanctions, orders to cease or change our processing of our data, enforcement notices, or assessment notices (for a compulsory audit).

We could incur substantial penalties or be subject to litigation related to violation of existing or future data privacy laws, including representative actions and other class action-type litigation, which could amount to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm, all of which may have a material adverse effect on our business, financial condition, results of operations and cash flows.

We could incur substantial penalties or be subject to litigation related to violation of existing or future data privacy laws, including representative actions and other class action-type litigation, which could result in significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm, all of which may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Risks Related to the Company’s Securities

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Share repurchases could also increase the volatility of the price of our common stock and could diminish our cash reserves.

On November 2, 2023, the Board authorized a share repurchase program that will expire on December 31, 2025.

Under this program, we are authorized to repurchase shares of common stock for an aggregate purchase price not to exceed $500 million, excluding fees, commissions and other ancillary expenses.

On December 10, 2025, the Board authorized a new share repurchase program replacing the prior 2023 authorization.

Under this program, which expires on December 31, 2027, we are authorized to repurchase shares of common stock for an aggregate purchase price not to exceed $750 million, excluding fees, commissions and other ancillary expenses.

On November 2, 2023, the Board authorized a share repurchase program that expired on December 31, 2025.

Under this program, we were authorized to repurchase shares of common stock for an aggregate purchase price not to exceed $500 million, excluding fees, commissions and other ancillary expenses.

Although the Board has authorized the share repurchase program, the share repurchase program does not obligate the Company to repurchase any specific dollar amount or to acquire any specific number of shares.

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The identification of a material weakness in our internal control over financial reporting in the future could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner, investor confidence in our company, and the value of our common stock.

Pursuant to the Sarbanes-Oxley Act of 2002, we are required to document and test our internal control procedures and to provide a report by management on internal control over financial reporting, including management’s assessment of the effectiveness of such control.

The Company had a material weakness in its internal control over financial reporting identified during 2022, which was fully remediated by December 31, 2023;

however, there can be no assurances that a material weakness will not occur in the future.

While the Company has not identified a material weakness in its internal control over financial reporting in this report, there can be no assurances that a material weakness will not occur in the future.

Deficiencies, including any material weakness, in our internal control over financial reporting that may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, a decline in our stock price, or otherwise materially adversely affect our business, reputation, results of operations, financial condition, or liquidity.

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Shareholder activism , which could take many forms and arise in a variety of situations, has been increasing among publicly traded companies.

Shareholder activism , including potential proxy contests, requires significant time and attention by management and the Board, potentially hindering the Company’s ability to execute its strategic plan and negatively affecting the trading value of our common stock.

Shareholder activism , including potential proxy contests or other forms of engagement or pressure, requires significant time and attention by management and the Board, potentially hindering the Company’s ability to execute its strategic plan and negatively affecting the trading value of our common stock.

Additionally, shareholder activism could give rise to perceived uncertainties as to the Company’s future direction, adversely affect its relationships with key executives, customers and other business partners, or make it more difficult to attract and retain qualified personnel.

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Negative public perception of our reputation or brand could lead to a loss of revenues or profitability.

We are a leading global provider of cash and valuables management, digital retail solutions and ATM managed services, and our success and longevity are based to a large extent on our reputation for trust, reliability and integrity.

Our brand reputation, particularly the trust placed in us by our customers, could be negatively impacted in the event of perceived or actual breaches in our ability to conduct our business ethically, securely and responsibly.

We are a leading global provider of cash and valuables management, digital retail solutions and ATM managed services, and our long-term success depends heavily on our ability to maintain and strengthen our reputation for trust, reliability and integrity.

Our brand reputation, particularly the trust placed in us by our customers, could be negatively impacted if our customers perceive--or experience--any failure in our ability to operate our business ethically, securely and responsibly.

In addition, we have licensing arrangements that permit certain entities to use Brink’s name and/or other intellectual property in connection with their businesses.

If any of these entities experienced an actual or perceived breach in its ability to conduct its business ethically, securely or responsibly, it could have a negative effect on our name and/or brand.

If any of these entities were perceived as failing (or failed) to conduct business ethically, securely or responsibly, it could have a negative effect on our name and/or brand.

Any damage to our reputation or brand could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Forward-Looking Statements

This document contains both historical and forward-looking information.

This document contains both historical and forward-looking information which is based on management’s current expectations, assumptions and beliefs and involves risks and uncertainties that could cause actual results to differ materially.which is based on management’s current expectations, assumptions and beliefs and involves risks and uncertainties that could cause actual results to differ materially..

Words such as “anticipates,” “assumes,” “estimates,” “expects,” “projects,” “predicts,” “intends,” “plans,” “potential,” “believes,” “could,” “may,” “should” and similar expressions may identify forward-looking information.

Forward-looking information in this document includes, but is not limited to, statements regarding future performance of The Brink’s Company and its global operations, including:

the impact of the Company's ongoing transformation and other strategic initiatives;

Forward-looking information in this document includes, but is not limited to, statements concerning future performance of the Company and its global subsidiaries, including the anticipated results from the Company's strategic initiatives, including transformation initiatives and other technology and operational investments, which may take longer than expected to implement or may not deliver anticipated benefits;

difficulty in repatriating cash;

continued strengthening of the U.S.

fluctuating strength of the U.S.

anticipated costs of our reorganization and restructuring activities;

our ability to consummate acquisitions and integrate their operations successfully, collection of receivables related to the internal loss in the U.S.

global services operations;

support for our Venezuela business;

our ability to consummate acquisitions and integrate their operations successfully;

changes in allowance calculation methods;

future working capital performance;

our ability to generate operating and free cash flow and the timing and predictability of such cash flows;

the impact of foreign currency forward and swap contracts;

our effective tax rate, including the impact of Pillar Two rules;

our effective tax rate;

realization of deferred tax assets;

the ability to meet liquidity needs;

the impact of foreign tax credit regulations;

the ability to meet liquidity needs in light of operating requirements, strategic transactions, and macroeconomic conditions;

expenses and payouts for the U.S.

retirement plans and the funded status of the primary pension plan;

expected liability for and future contributions to the United Mine Workers of America ("UMWA") plans;

expected liability for and future contributions to the UMWA plans;

liability for black lung obligations;

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• market volatility and commodity price fluctuations;

• general economic issues, including supply chain disruptions, fuel price increases, new or increased international tariffs, inflation and changes in interests rates

• general economic issues, including supply chain disruptions, fuel price increases, new or increased international tariffs and/or trade barriers, inflation, recessionary conditions and changes in interests rates;

• seasonality, pricing and other competitive industry factors;

• investment in information technology ("IT") and its impact on revenue and profit growth;

• risks associated with the usage of artificial intelligence ("AI") technologies;

• our ability to maintain an effective IT infrastructure and safeguard confidential information and risks related to a failure of our information technology systems and networks, including cloud-based applications, and risks associated with current and emerging technology threats, and damage from computer viruses, unauthorized access, cyber attacks, including increasingly sophisticated cyber attacks incorporating the use of AI and other similar disruptions;

• risks associated with the usage of artificial intelligence ("AI") technologies, including operational, regulatory, cybersecurity, data integrity and reputational risks;

• our ability to maintain an effective IT infrastructure and safeguard confidential information and risks related to a failure of our IT systems and networks, including cloud-based applications, and risks associated with current and emerging technology threats, and damage from computer viruses, unauthorized access and cyber attacks, including increasingly sophisticated cyber attacks incorporating the use of AI and other similar disruptions;

• our ability to effectively develop and implement solutions for our customers;

• risks associated with operating in foreign countries, including changing political, labor and economic conditions (including political conflict or unrest), regulatory issues (including the imposition of international sanctions, including by the U.S.

government), military conflicts (including but not limited to the conflict in Israel and surrounding areas, as well as the possible expansion of such conflicts and potential geopolitical consequences), currency restrictions and devaluations, restrictions on and cost of repatriating earnings and capital, impact on the Company's financial results as a result of jurisdictions' higher-than-expected inflation and those determined to be highly inflationary, and restrictive government actions, including nationalization;

government), military conflicts (including but not limited to the conflict in Israel and surrounding areas and other regional or global conflicts, and the possible expansion of such conflicts and related geopolitical consequences, currency restrictions and devaluations, restrictions on and cost of repatriating earnings and capital, impact on the Company's financial results as a result of jurisdictions' higher-than-expected inflation and those determined to be highly inflationary, and restrictive government actions, including nationalization;

• labor issues, including labor shortages, negotiations with organized labor and work stoppages;

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dollar relative to foreign currencies and foreign currency exchange rates;

• our ability to identify, evaluate and complete acquisitions and other strategic transactions and to successfully integrate acquired companies;

• our ability to identify, evaluate and complete acquisitions and other strategic transactions and to successfully integrate acquired companies, including the costs, timing, financing arrangements, and realization of expected benefits of such transactions;

• costs related to dispositions and product or market exits;

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• the impact of foreign tax credit regulations;

• the impact of significant U.S.

tax or fiscal legislation, including the One Big Beautiful Bill Act ("OBBBA");

• the outcome of pending and future claims, litigation, and administrative proceedings;

• our ability to comply with regulatory compliance obligations;

• public perception of our business, reputation and brand;

• our ability to identify, recruit and retain key employees;

• changes in estimates and assumptions underlying our critical accounting policies;

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The information included in this document is representative only as of the date of this document, and The Brink’s Company undertakes no obligation to update any information contained in this document.

All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking statements, and all of the forward-looking statements in this document are expressly qualified by the cautionary statements contained or referred to herein and therein.

The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or our business or operations.

Readers are cautioned not to rely too heavily on the forward-looking statements contained in this document.

The forward looking information included in this document is representative only as of the date of this document, and The Brink’s Company undertakes no obligation to update, revise or clarify forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors