Diebold Nixdorf (DBD) CFO gets 15,308 RSUs, uses shares for taxes

Rhea-AI Filing Summary

Diebold Nixdorf EVP and CFO Thomas S. Timko reported two equity-related transactions in company common stock. On March 1, 2026, 7,553 shares were disposed of at $80.00 per share to satisfy tax withholding obligations under the 2023 Equity and Incentive Plan. This was a tax-withholding disposition, not an open-market sale, and left him with 59,500 shares, including restricted stock units.

On the same date, Timko acquired a grant of 15,308 restricted stock units with no cash price, under the Diebold Nixdorf, Incorporated 2023 Equity and Incentive Plan. These RSUs vest in three equal annual installments beginning one year from the grant date, with each unit representing a contingent right to receive one share of common stock. Following this award, his direct holdings, including RSUs, increased to 74,808 shares.

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

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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^*

Timko Thomas S

(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)
	EVP, CFO

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		7,553(1)	D	$80	59,500(2)	D
Common Stock	03/01/2026		A		15,308(3)	A	$0	74,808(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 Thomas Timko	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 did Diebold Nixdorf (DBD) CFO Thomas Timko report in this Form 4?

Thomas S. Timko reported a tax-withholding share disposition and a new equity award. He surrendered 7,553 shares to cover tax obligations and received 15,308 restricted stock units that vest over three years under the 2023 Equity and Incentive Plan.

How many Diebold Nixdorf shares did the CFO dispose of for taxes in this filing?

The CFO disposed of 7,553 common shares at a value of $80.00 per share to satisfy tax withholding. This tax-withholding disposition is not an open-market sale; it reflects shares withheld under the company’s 2023 Equity and Incentive Plan, as amended.

What equity award did Diebold Nixdorf grant its CFO according to this Form 4?

Diebold Nixdorf granted Thomas S. Timko 15,308 restricted stock units with a price of $0.00 per unit. The RSUs were issued under the 2023 Equity and Incentive Plan and vest in equal one-third installments annually starting one year from the grant date.

How do the new RSUs granted to the Diebold Nixdorf CFO vest over time?

The 15,308 restricted stock units vest in three equal annual increments of one-third, starting one year from the grant date. Each unit represents a contingent right to receive one share of Diebold Nixdorf common stock if the vesting conditions are satisfied.

What is the Diebold Nixdorf CFO’s reported share ownership after these transactions?

After the tax-withholding disposition, the CFO held 59,500 shares, including restricted stock units. Following the 15,308-unit RSU award, his direct holdings increased to 74,808 shares, with the total figure including both common shares and unvested restricted stock units.

Were the Diebold Nixdorf CFO’s reported transactions open-market buys or sells?

No open-market buys or sells are reported. One transaction is a tax-withholding disposition where 7,553 shares were surrendered at $80.00 per share, and the other is a grant of 15,308 restricted stock units with no cash price involved.