Diebold Nixdorf (DBD) EVP awarded 9,448 RSUs, with 2,905 shares withheld for taxes

Rhea-AI Filing Summary

Diebold Nixdorf EVP Jonathan Myers reported equity compensation activity. On March 1, 2026, 2,905 shares of common stock were disposed of at $80.00 per share to cover tax withholding under the 2023 Equity and Incentive Plan. On the same date, he received a grant of 9,448 Restricted Stock Units at no cost, vesting in three equal annual installments beginning one year from the grant date. Following these transactions, Myers directly owned 44,266 shares of common stock, a number that includes restricted stock units.

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^*

Myers Jonathan

(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 Revenue 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		2,905(1)	D	$80	34,818(2)	D
Common Stock	03/01/2026		A		9,448(3)	A	$0	44,266(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 Jonathan Myers	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).
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FAQ

What insider transactions did DBD executive Jonathan Myers report on March 1, 2026?

Jonathan Myers reported one tax-related share disposition and one equity award. He disposed of 2,905 shares of Diebold Nixdorf common stock for tax withholding and received 9,448 Restricted Stock Units granted under the 2023 Equity and Incentive Plan, as amended.

Was the Diebold Nixdorf (DBD) share disposal by Jonathan Myers an open market sale?

No, the 2,905-share disposal was for tax withholding, not an open market sale. Shares were withheld pursuant to a tax withholding right under Diebold Nixdorf’s 2023 Equity and Incentive Plan, as amended, at a reported price of $80.00 per share.

What equity award did Jonathan Myers receive from Diebold Nixdorf (DBD)?

Jonathan Myers received an award of 9,448 Restricted Stock Units under Diebold Nixdorf’s 2023 Equity and Incentive Plan, as amended. These RSUs vest in three equal annual installments starting one year from the grant date, with each unit representing one share of common stock.

How many Diebold Nixdorf (DBD) shares does Jonathan Myers own after these transactions?

After the reported transactions, Jonathan Myers directly owned 44,266 shares of Diebold Nixdorf common stock. This reported figure includes restricted stock units, which each represent a contingent right to receive one share of the company’s common stock upon vesting.

What does the transaction code F mean in Jonathan Myers’ Diebold Nixdorf filing?

Transaction code F indicates a tax-withholding disposition. In this case, 2,905 Diebold Nixdorf shares were withheld to satisfy tax obligations under the company’s 2023 Equity and Incentive Plan, rather than being sold in a traditional open market transaction.

How do Jonathan Myers’ Restricted Stock Units in DBD vest over time?

The 9,448 RSUs awarded to Jonathan Myers vest in three equal annual installments. Vesting occurs in increments of 1/3, 1/3, 1/3, beginning one year from the grant date, subject to the terms of the 2023 Equity and Incentive Plan.