Diebold Nixdorf (NYSE: DBD) CEO awarded 44,286 RSUs, withholds shares for tax

Rhea-AI Filing Summary

Diebold Nixdorf, Inc. President and CEO Octavio Marquez reported two equity transactions in common stock. First, 9,119 shares were withheld at $80.00 per share to cover tax obligations under the 2023 Equity and Incentive Plan. Second, he received an award of 44,286 Restricted Stock Units at no purchase price, which vest in three equal annual installments starting one year from the grant date, with each unit representing the right to receive one share of common stock.

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^*

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)
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		9,119(1)	D	$80	182,520(2)	D
Common Stock	03/01/2026		A		44,286(3)	A	$0	226,806(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 Octavio Marquez	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did DBD CEO Octavio Marquez report on this Form 4?

Octavio Marquez reported a tax-withholding disposition of 9,119 shares at $80.00 per share and an equity award of 44,286 Restricted Stock Units. Both transactions involve Diebold Nixdorf common stock under the company’s 2023 Equity and Incentive Plan, as amended.

Were Octavio Marquez’s DBD share transactions open-market buys or sells?

Neither transaction was an open-market trade. 9,119 shares were withheld to satisfy tax obligations, and 44,286 shares were received as a grant of Restricted Stock Units. These movements occurred under the company’s 2023 Equity and Incentive Plan, not through public market orders.

How many DBD shares did the CEO receive through equity awards in this filing?

Octavio Marquez received an award of 44,286 Restricted Stock Units. According to the disclosure, each Restricted Stock Unit represents a contingent right to receive one share of Diebold Nixdorf common stock, granted under the 2023 Equity and Incentive Plan, as amended.

How do the 44,286 DBD Restricted Stock Units granted to the CEO vest over time?

The 44,286 Restricted Stock Units vest in three equal annual installments. The vesting schedule is 1/3, 1/3, 1/3, beginning one year from the grant date, reflecting a multi-year incentive structure for Diebold Nixdorf’s President and CEO.

What does the 9,119-share DBD tax-withholding disposition represent for the CEO?

The 9,119-share disposition represents shares withheld to cover tax liabilities. The filing states these shares were withheld pursuant to an exercise of tax withholding rights under Diebold Nixdorf’s 2023 Equity and Incentive Plan, at a value of $80.00 per share.

Does the CEO’s reported DBD share balance include Restricted Stock Units?

Yes, the reported holdings figure includes Restricted Stock Units. A footnote explains that the number of shares shown following the transactions reflects RSUs, meaning both owned shares and unvested RSUs are counted together in the disclosed total for Octavio Marquez.