Diebold Nixdorf (DBD) CEO logs tax withholding of 3,136 shares

Rhea-AI Filing Summary

Diebold Nixdorf, Inc. insider filing shows a routine tax-related share withholding by the company’s President and CEO, Octavio Marquez. On January 19, 2026, 3,136 shares of common stock were withheld under a tax withholding right connected to the company’s 2023 Equity and Incentive Plan, as amended. The transaction is coded "F," which indicates shares were retained by the issuer to satisfy tax obligations rather than sold on the open market.

After this transaction, Marquez beneficially owned 191,639 shares of Diebold Nixdorf common stock, a figure that the filing notes includes Restricted Stock Units. The filing characterizes this as an administrative equity-compensation event rather than a discretionary buy or sell decision.

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^*

Marquez Octavio

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2026

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	01/19/2026		F		3,136(1)	D	$69.91	191,639(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.

Remarks:

	/s/ Elizabeth C. Radigan, Attorney-in-fact for Octavio Marquez	01/21/2026
	** 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).
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FAQ

What insider transaction did DBD President and CEO Octavio Marquez report?

Octavio Marquez reported a transaction involving 3,136 shares of Diebold Nixdorf common stock, coded "F" for tax withholding in connection with equity compensation.

Was the DBD insider transaction a sale on the open market?

No. The 3,136 shares were withheld to satisfy tax obligations under the company’s 2023 Equity and Incentive Plan, as amended, rather than sold on the open market.

How many DBD shares does Octavio Marquez beneficially own after the reported transaction?

Following the transaction, Octavio Marquez beneficially owned 191,639 shares of Diebold Nixdorf common stock, which the filing states includes Restricted Stock Units.

What does transaction code "F" mean in this DBD Form 4 filing?

In this filing, code "F" indicates that shares of common stock were withheld by the issuer to cover tax liabilities arising from an equity award.

Is Octavio Marquez a director or officer of Diebold Nixdorf (DBD)?

Yes. The filing states that Octavio Marquez is both a Director and an Officer of Diebold Nixdorf, serving as President and CEO.

Are Restricted Stock Units included in the DBD CEO’s reported share ownership?

Yes. A footnote explains that the 191,639 shares reported as beneficially owned include Restricted Stock Units.