Diebold Nixdorf (DBD) COO logs RSU grant and tax-withheld shares

Rhea-AI Filing Summary

DIEBOLD NIXDORF, Inc executive Frank Tobias Baur, EVP and Chief Operating Officer, reported two stock transactions involving company common stock. He had 2,876 shares withheld at $80.00 per share to cover tax obligations under the 2023 Equity and Incentive Plan, and separately received a grant of 7,589 Restricted Stock Units with no purchase price. After these transactions, his directly held position, which the company states includes restricted stock units, totaled 42,569 shares of common stock.

Insider Trade Summary

Net Buyer: 4,713 shares

Net Buy 2 txns

Insider Baur Frank Tobias

Role EVP, Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,876	$80.00	$230K
Grant/Award	Common Stock	7,589	$0.00	$0.00

Holdings After Transaction: Common Stock — 42,569 shares (Direct)

Footnotes (3)

1. F1. Shares withheld pursuant to exercise of tax withholding right under the 2023 Equity and Incentive Plan, as amended.
2. F2. Number includes restricted stock units.
3. F3. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/03/2026 - 06:06 PM Learn about SEC filing dates

FAQ

Who is the insider involved in this Diebold Nixdorf (DBD) Form 4 filing?

Frank Tobias Baur, Executive Vice President and Chief Operating Officer of Diebold Nixdorf, is the reporting person. He reported stock transactions in the company’s common stock held directly in his name, including tax-related share withholding and a new equity award grant.

What stock award did Frank Tobias Baur report in this DBD Form 4?

He reported an award of 7,589 Restricted Stock Units at a stated price of $0.00 per unit. The units were granted under the 2023 Equity and Incentive Plan and vest in three equal annual installments, each RSU representing a contingent right to one common share.

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

The filing shows 2,876 shares of common stock were withheld at $80.00 per share. According to the notes, this was to satisfy tax withholding obligations under the 2023 Equity and Incentive Plan rather than an open-market sale transaction.

What is Frank Tobias Baur’s direct Diebold Nixdorf (DBD) shareholding after these transactions?

After the reported transactions, his direct holdings total 42,569 shares of common stock. A footnote explains that this number includes restricted stock units, which are contingent rights to receive Diebold Nixdorf common shares as they vest over time.

How do the reported Restricted Stock Units for DBD vest over time?

The 7,589 Restricted Stock Units vest in annual increments of 1/3, 1/3, and 1/3 starting one year from the grant date. Each vested unit represents a right to receive one share of Diebold Nixdorf common stock upon settlement.

Were the Diebold Nixdorf (DBD) tax-withholding shares an open-market sale by the insider?

No. The Form 4 labels the code as F and describes it as payment of tax liability by delivering securities. The footnote clarifies the 2,876 shares were withheld under the 2023 Equity and Incentive Plan’s tax withholding provisions.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Baur Frank Tobias

(Last) (First) (Middle)

C/O DIEBOLD NIXDORF, INCORPORATED

350 ORCHARD AVE 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)
	EVP, Chief Operating 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		2,876(1)	D	$80	34,980(2)	D
Common Stock	03/01/2026		A		7,589(3)	A	$0	42,569(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 Frank T. Baur	03/03/2026
	** 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.