Diebold Nixdorf (DBD) CEO withholds 10,549 shares to cover equity award taxes

Rhea-AI Filing Summary

Diebold Nixdorf, Inc. President and CEO Octavio Marquez reported a Form 4 showing a tax-withholding disposition of 10,549 shares of common stock at $77.58 per share. According to the footnote, these shares were withheld to satisfy tax obligations under the company’s 2023 Equity and Incentive Plan, as amended, rather than sold in an open-market transaction.

After this withholding, Marquez directly holds a total of 216,257 shares of common stock, a figure that the disclosure notes also includes Restricted Stock Units. This filing reflects routine equity award tax administration rather than a discretionary share sale.

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)
03/07/2026

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	03/07/2026		F		10,549(1)	D	$77.58	216,257(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	03/09/2026
	** 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).
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FAQ

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

Octavio Marquez reported a tax-withholding disposition of 10,549 Diebold Nixdorf shares. The shares were withheld to cover tax obligations under the 2023 Equity and Incentive Plan, rather than sold on the open market, making this a routine administrative transaction.

Was the DBD CEO’s Form 4 transaction an open-market stock sale?

No, the transaction was not an open-market sale. Shares were withheld to satisfy tax withholding requirements under Diebold Nixdorf’s 2023 Equity and Incentive Plan, as amended, which is a common, automated method for handling taxes on equity compensation awards.

How many Diebold Nixdorf shares were involved in the CEO’s tax withholding?

The filing shows 10,549 common shares were withheld for tax purposes at a reference price of $77.58 per share. This reduction reflects shares used to cover tax liabilities related to equity compensation, not a discretionary buy-or-sell trading decision in the open market.

How many DBD shares does CEO Octavio Marquez hold after this Form 4 transaction?

After the tax-withholding disposition, Marquez directly holds 216,257 Diebold Nixdorf shares. The filing notes this number includes Restricted Stock Units, which are equity awards that typically convert into shares over time based on continued service or meeting specified conditions.

What plan governed the DBD CEO’s tax-withholding share disposition?

The disposition occurred under Diebold Nixdorf’s 2023 Equity and Incentive Plan, as amended. The Form 4 footnote explains that shares were withheld pursuant to a tax withholding right associated with equity awards granted under this plan, a standard feature of modern compensation programs.