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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-26 · 25 added, 24 removed, 171 unchanged (22% of the section changed)

22 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2025 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

18 unchanged sentences

OTHER INFORMATION

During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).

During the fiscal year ended December 31, 2025, one former officer adopted a Rule 10b5-1 trading arrangement.

During the fiscal year ended December 31, 2025, no current directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified, or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

5 unchanged sentences

The information regarding executive officers is included in this report following Item 4, under the caption “Information about Our Executives Officers.” Other information required by Item 10 is incorporated by reference to our definitive proxy statement expected to be filed pursuant to Regulation 14A within 120 days after December 31, 2025.

We have adopted an Insider Trading Policy that governs the purchase, sale and/or other dispositions of our securities that applies to our directors, officers and employees, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards, In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.

14 unchanged sentences

Each exhibit listed as a previously filed document is hereby incorporated by reference to such document.

2.1† S hare Purchase Agreement, dated as of February 26, 2020 between the Company and G4S.

2.1† Share Purchase Agreement, dated as of February 26, 2020 between the Company and G4S.

Exhibit 2.1 to Registrant's Current Report on Form 8-K filed on July 10, 2020.

1 unchanged sentence

Exhibit 2.2 to Registrant's Current Report on Form 8-K filed on July 10, 2020.

2.3† First Amendment dated as of March 30, 2020 to the S hare Purchase Agreements dated as of February 26, 2020, between the Company and G4S.

2.3† First Amendment dated as of March 30, 2020 to the Share Purchase Agreements dated as of February 26, 2020, between the Company and G4S.

Exhibit 2.3 to the Registrant's Current Report on Form 8-K filed on July 10, 2020.

Agreement and Plan of Merger, dated February 26, 2026 , among The Brink's Company, NCR A t leos Corporation, Novus Merger Sub, Inc.

and Novus Merger Sub II, LLC.

Exhibit 2.1 to Registr ant's Current Report on Form 8-K filed on February 26, 2026.

3.1 Second Amended and Restated Articles of Incorporation of the Registrant.

Exhibit 3(i) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.

3.2 Amended and Restated Bylaws of the Registrant, effective May 6, 2022.

Exhibit 3.2 to the Registrant’s Quarterly on Form 10-Q filed for the quarter ended March 31, 2022.

3.2 Amended and Restated Bylaws of the Registrant, effective December 11, 202 5 .

4.1 Description of Registrant's Securities Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

6 unchanged sentences

Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on June 23, 2020.

Inde nture dated as of June 12, 2024 amo ng The Brink 's Company , the Subsidiary Guarantors named therein, and Wilmington Trust, National Association, as tru stee, relating to the Notes due 2029 and 2032.

Exhibit 4.1 to t he Regis trant 's Current Report on Form 8-K filed on June 12, 2024.

Indenture dated as of June 12, 2024 among The Brink's Company, the Subsidiary Guarantors named therein, and Wilmington Trust, National Association, as trustee, relating to the Notes due 2029 and 2032.

Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on June 12, 2024.

10.1* Brink's Incentive Plan, effective as of February 17, 2017.

Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

10.2* Brink's 2024 Equity Incent ive Plan .

Appendix C to t h e Registrant's Definitive Proxy Statement on Schedule 14A filed with the Commission on March 18, 2024 and approved by shareholders on May 2, 20 24.

10.2* Brink's 2024 Equity Incentive Plan.

Appendix C to the Registrant's Definitive Proxy Statement on Schedule 14A filed with the Commission on March 18, 2024 and approved by shareholders on May 2, 2024.

10.3* Amended and Restated Executive Salary Continuation Plan, effective as of December 31, 2020.

29 unchanged sentences

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 28, 2022.

Severance Pay Plan of The Brink's Company effective November 13, 2015, as amended October 2018 and as further amended December 3, 2024 .

Severance Pay Plan of The Brink's Company effective November 13, 2015, as amended and restated on July 1 6 , 2025, incorporated by reference to Exhibit 10.2 to the Registra nt's Quarterly Report on Form 10 - Q f or the quarter ended June 30, 202 5 .

Form of 2021 Performance Share Units Award Agreement (Total Shareholder Return), effective for awards made on or after February 24, 2021.

8 unchanged sentences

Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021.

Key Employees' Deferred Compensation Program, as amended De cem ber 3, 2024.

Change in Control Plan, effective March 1, 2022 , as amended December 3 , 2024 .

Key Employees' Deferred Compensation Program, as amended December 3, 2024 .

Exhibit 10.18 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024 .

Change in Control Plan, effective March 1, 2022, as amended and restated July 16, 2025, incorporated by reference to Exhibit 10.3 to the Registrant's Quart erly Report on Form 10-Q for the quarter ended June 30, 2025 .

Amended and Restated Plan for Deferral of Directors’ Fees, effective February 16, 2023.

2 unchanged sentences

Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022.

Offer Letter, dated April 16, 2022, for Daniel Castillo.

Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022.

Offer Letter, dated July 20, 2022, for Kurt McMaken.

1 unchanged sentence

Offer Letter, dated April 16, 2023, for Elizabeth Galloway.

Exhibit 10.1 to the Registrant 's Quarte rly Report on Form 10-Q for t h e quarter ended March 31, 2024.

Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

Expatriate Offer Letter dated March 1, 2023, for James K.

Exhibit 10.2 to t he Registr ant's Quarterly Report on Form 10-Q for the qua rter ended March 31, 2024.

The Brink's Company Insider Trading Policy.

Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

L etter Agreement , signed July 17, 2025, between The Brink's Company and Mark Eubanks, incorporated by reference to Exhibit 10.1 to t he Registrant 's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

The Brink's Company Insider Trading Policy , a mended as of December 11, 2025 .

21 Subsidiaries of the Registrant.

5 unchanged sentences

Brink's Dodd-Frank Clawback Policy, effective as of October 2, 2023.

E xhibit 97.1 to the Registrant's Annual Report on Form 10-K for the year ended Decem ber 31, 2023.

Exhibit 97.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2023.

99.1* Excerpt from Pension-Retirement Plan relating to preservation of assets of the Pension-Retirement Plan upon a change in control.

20 unchanged sentences

and Chief Financial Officer

(Principal Financial Officer)

/s/ Michael Sweeney Controller

(Principal Accounting Officer)

Michael Sweeney

(Principal Financial and Accounting Officer)

/s/ Kathie J.

10 unchanged sentences

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 9A. Controls and Procedures