Diebold Nixdorf (NYSE: DBD) SVP gets 2,215 RSUs, 672 shares withheld

Rhea-AI Filing Summary

Diebold Nixdorf, Inc. senior vice president and chief accounting officer Jeffrey M. Sesplankis reported routine equity compensation-related transactions in company common stock. On March 1, 2026, 672 shares were disposed of at $80.00 per share to satisfy tax withholding obligations under the 2023 Equity and Incentive Plan.

The same day, he acquired a grant of 2,215 restricted stock units (RSUs) at no cost under the 2023 Equity and Incentive Plan, vesting in three equal annual installments beginning one year from the grant date. Following these transactions, his directly held holdings, including RSUs, total 7,344 shares of common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sesplankis Jeffrey M

(Last) (First) (Middle)

C/O DIEBOLD NIXDORF, INCORPORATED

350 ORCHARD AVENUE NE

(Street)

NORTH CANTON OH 44720

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DIEBOLD NIXDORF, Inc [ DBD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/01/2026		F		672(1)	D	$80	5,129(2)	D
Common Stock	03/01/2026		A		2,215(3)	A	$0	7,344(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld pursuant to exercise of tax withholding right under the 2023 Equity and Incentive Plan, as amended.

2. Number includes Restricted Stock Units.

3. Award of Restricted Stock Units granted under the Diebold Nixdorf, Incorporated 2023 Equity and Incentive Plan, as amended, and vesting in annual increments of 1/3, 1/3, 1/3 beginning one year from the date of grant; each Restricted Stock Unit represents a contingent right to receive one share of Diebold Nixdorf, Incorporated common stock.

Remarks:

	/s/ Elizabeth C. Radigan, Attorney-in-fact for Jeffrey M. Sesplankis	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Diebold Nixdorf (DBD) report for Jeffrey M. Sesplankis?

Jeffrey M. Sesplankis reported two equity-related transactions: 672 common shares were withheld to cover tax obligations, and he received a grant of 2,215 restricted stock units. Both actions relate to Diebold Nixdorf’s 2023 Equity and Incentive Plan, rather than open-market trading activity.

How many Diebold Nixdorf (DBD) shares were withheld for taxes in this Form 4?

The filing shows 672 Diebold Nixdorf common shares were disposed of at $80.00 per share. These shares were withheld under a tax withholding right associated with the company’s 2023 Equity and Incentive Plan, helping cover tax liabilities tied to equity compensation awards.

What restricted stock units were granted to DBD executive Jeffrey Sesplankis?

Jeffrey Sesplankis received an award of 2,215 restricted stock units at no purchase price. The RSUs were granted under Diebold Nixdorf’s 2023 Equity and Incentive Plan and vest in three equal annual installments, starting one year from the grant date, each unit representing one common share.

Does this Diebold Nixdorf (DBD) Form 4 show open-market buying or selling by the executive?

The Form 4 does not show open-market buying or selling. Instead, it reports a tax-withholding disposition of 672 shares and a grant of 2,215 restricted stock units, both linked to the company’s 2023 Equity and Incentive Plan rather than discretionary market transactions.

How many Diebold Nixdorf (DBD) shares does Jeffrey Sesplankis hold after these transactions?

After the reported transactions, Jeffrey Sesplankis directly holds 7,344 Diebold Nixdorf common shares. This figure includes restricted stock units, which each represent a contingent right to receive one share of common stock as they vest over the specified three-year schedule.