Diebold Nixdorf (NYSE: DBD) CFO reports 1,344-share stock gift

Rhea-AI Filing Summary

Diebold Nixdorf EVP and CFO Thomas S. Timko reported charitable-style transfers of company stock. On 2026-06-03, he made two bona fide gifts totaling 1,344 shares of common stock at a stated price of $0.00 per share.

One transfer of 672 shares moved to a revocable trust for the benefit of his spouse, leaving 2,432 shares held indirectly through that trust. A separate 672-share gift reduced his direct holdings, which total 73,048 shares after the transactions and include Restricted Stock Units.

Insider Trade Summary

1,344 shares gifted

Mixed 2 txns

Insider Timko Thomas S

Role EVP, CFO

Type	Security	Shares	Price	Value
Gift	Common Stock	672	$0.00	--
Gift	Common Stock	672	$0.00	--

Holdings After Transaction: Common Stock — 73,048 shares (Direct, null); Common Stock — 2,432 shares (Indirect, By Revocable Trust)

Footnotes (1)

1. Reflects exempt transfer of shares to a revocable trust for the benefit of the reporting person's spouse ("Revocable Trust"). Number includes Restricted Stock Units. 1,760 shares reported in this form as indirectly-held through the Revocable Trust (other than shares subject to the transfer being reported on this form) were previously reported as part of the reporting person's direct holdings.

Key Figures

Total shares gifted: 1,344 shares Each gift size: 672 shares Direct holdings after transactions: 73,048 shares +3 more

6 metrics

Total shares gifted 1,344 shares Two bona fide gifts of common stock on June 3, 2026

Each gift size 672 shares Per transaction, code G bona fide gift

Direct holdings after transactions 73,048 shares Common stock, number includes Restricted Stock Units

Indirect holdings after trust transfer 2,432 shares Held through revocable trust for spouse

Gift transaction price $0.00 per share Stated price for both bona fide gift transfers

Previously reclassified shares 1,760 shares Moved from direct holdings to revocable trust before this Form 4

Key Terms

Bona fide gift, Revocable Trust, Restricted Stock Units, indirect holdings

4 terms

Bona fide gift financial

"Both transactions are coded as a bona fide gift of common stock"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Revocable Trust financial

"Transfer of shares to a revocable trust for the benefit of the spouse"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

Restricted Stock Units financial

"Footnote states that the reported direct holding number includes Restricted Stock Units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

indirect holdings financial

"2,432 shares are reported as indirectly-held through the Revocable Trust"

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Form 4 Insider Transactions: What Each Field Means →

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^*

Timko Thomas S

(Last) (First) (Middle)

C/O DIEBOLD NIXDORF, INCORPORATED

350 ORCHARD AVENUE NE

(Street)

NORTH CANTON OHIO 44720

(City) (State) (Zip)

UNITED STATES

(Country)

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, CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026

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

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

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

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	06/03/2026		G		672(1)	D	$0	73,048(2)	D
Common Stock	06/03/2026		G	V	672(1)	A	$0	2,432(3)	I	By Revocable Trust

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. Reflects exempt transfer of shares to a revocable trust for the benefit of the reporting person's spouse ("Revocable Trust").

2. Number includes Restricted Stock Units.

3. 1,760 shares reported in this form as indirectly-held through the Revocable Trust (other than shares subject to the transfer being reported on this form) were previously reported as part of the reporting person's direct holdings.

Remarks:

	/s/ Elizabeth C. Radigan, Attorney-in-Fact for Thomas S. Timko	06/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Diebold Nixdorf (DBD) disclose for Thomas S. Timko?

Diebold Nixdorf disclosed that EVP and CFO Thomas S. Timko reported two bona fide gifts of common stock. He transferred a total of 1,344 shares on June 3, 2026, split into two separate 672-share transactions at a stated price of $0.00 per share.

How many Diebold Nixdorf (DBD) shares did the CFO gift in this Form 4?

The CFO gifted 1,344 shares of Diebold Nixdorf common stock. This consisted of two bona fide gifts of 672 shares each on June 3, 2026, recorded at $0.00 per share, reflecting non-market transfers rather than open-market sales or purchases.

What are Thomas S. Timko’s Diebold Nixdorf (DBD) holdings after the reported gifts?

After the reported gifts, Thomas S. Timko directly holds 73,048 shares of Diebold Nixdorf common stock, including Restricted Stock Units. He also indirectly holds 2,432 shares through a revocable trust for the benefit of his spouse, as disclosed in the Form 4 footnotes.

How were indirect Diebold Nixdorf (DBD) shares affected by the revocable trust transfer?

One 672-share gift was transferred to a revocable trust for the benefit of the CFO’s spouse, bringing that trust’s indirect holdings to 2,432 shares. Footnotes note that 1,760 of these shares were previously reported as part of his direct holdings before being reclassified.

Does the Diebold Nixdorf (DBD) Form 4 involve any open-market buying or selling?

No, the Form 4 reports bona fide gifts of Diebold Nixdorf common stock, not open-market trades. Both transactions used code G, indicating exempt, non-cash transfers at a stated price of $0.00 per share rather than discretionary purchases or sales in the market.