DIEBOLD NIXDORF, Inc 10-Q for FY2026 Q1
DIEBOLD NIXDORF, Inc (DBD)
10-Q
2026-04-30
For: 2026-03-31
View Original
Added on
April 30, 2026
About this 10-Q
DIEBOLD NIXDORF, Inc filed this 10-Q on April 30, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $891.8M
- up 6.0% from $841.1M a year earlier
- Net income
- $5M
- compared with a net loss of $8.3M a year earlier
- Diluted EPS
- $0.14
- compared with -$0.22 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
Form 10-Q
__________________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 1-4879
_________________________________________________
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (330 ) 490-4000
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | Non-accelerated Filer | ☐ | |||||||||||||
| Smaller reporting company | Emerging growth company | ||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐
Number of shares of common stock outstanding as of April 22, 2026 was 34,628,392 .
Forward-Looking Statement Disclosure. This Quarterly Report on Form 10-Q may contain statements that are not historical information and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. These forward-looking statements include, but are not limited to, projections, statements regarding the Company's expected future performance (including expected results of operations), future financial condition, anticipated operating results, strategy plans, future liquidity and financial position.
Statements can generally be identified as forward looking because they include words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “will,” “estimates,” “potential,” “target,” “predict,” “project,” “seek,” and variations thereof or “could,” “should” or words of similar meaning. Statements that describe the Company's future plans, objectives or goals are also forward-looking statements, which reflect the current views of the Company with respect to future events and are subject to assumptions, risks and uncertainties that could cause actual results to differ materially. Although the Company believes that these forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, its knowledge of its business, and key performance indicators that impact the Company, these forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The factors that may affect our results include, among others:
•the success of new products and services, including Branch Automation Solutions for banking, cash recycling technology and Vynamic Smart Vision technology;
•ability to successfully execute on our digitally enabled hardware, services and software strategy;
•ability to generate sufficient cash flows to service our indebtedness, fund our operations, make adequate capital investments and return capital to stockholders, including through discretionary share repurchases;
•the ultimate benefits of continuous improvement programs and other cost savings plans;
•the impact of competitive pressures, including pricing and the introduction of new products and services by our competitors, as well as from less traditional competitors;
•risks related to our international operations, including geopolitical instability and wars;
•developments from recent and potential changes to trade policies by the U.S. or other countries, including tariffs;
•the impact of the proliferation of payment options other than cash, which could result in a reduced need for cash in the marketplace and a resulting decline in the usage of ATMs;
•the impact of general economic conditions, cyclicality and uncertainty;
•the impact of increased energy, raw material and labor costs;
•the impact of a cybersecurity incident or operational failure on our business;
•risks related to increasingly stringent laws, regulations and contractual obligations relating to privacy, data protection and information security;
•challenges associated with the use of artificial intelligence in our business and in solutions offered to our customers;
•reliance on suppliers, subcontractors and availability of raw materials and other components;
•reliance on third parties, including to provide security systems and systems integration as well as outsourced business processes and other financial services;
•ability to attract, retain and motivate key employees;
•the impact of additional tax expense or exposures;
•the potential for additional pension liability or expense associated with low investment performance by our pension plan assets;
•success in executing potential acquisitions, investments or partnerships and divestitures;
•the impact of market and economic conditions, including the bankruptcies, restructuring or consolidations of financial institutions, which could reduce our customer base and/or adversely affect our customers' ability to make capital expenditures, as well as adversely impact the availability and cost of credit;
•changes in political, economic or other factors such as currency exchange rates, inflation rates (including the impact of possible currency devaluations in countries experiencing high inflation rates), recessionary or expansive trends, disruption in energy supply, taxes and regulations and laws affecting the worldwide business in each of our operations;
•ability to maintain effective internal controls;
•the impact of regulatory and financial risks related to climate change;
•the impact of work stoppages or similar difficulties;
•the impact of an adverse determination that our services, products or manufacturing processes infringe the intellectual property rights of others, or our failure to enforce its intellectual property rights;
•exposure to liabilities under the Foreign Corrupt Practices Act (FCPA) or other worldwide anti-bribery laws;
•the effect of changes in law and regulations or the manner of enforcement in the United States and internationally and our ability to comply with applicable laws and regulations;
•the amount and timing of any repurchases of our common shares; and
•other factors included in our filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the year ended December 31, 2025.
Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements.
3
Part I – Financial Information
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview. Management’s discussion and analysis of financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and accompanying notes that appear within this Quarterly Report on Form 10-Q. Unless otherwise stated, U.S. dollar amounts within this Quarterly Report on Form 10-Q are listed in millions.
Introduction. Diebold Nixdorf, Incorporated (collectively with its subsidiaries, the Company) automates, digitizes and transforms the way people bank and shop. As a leading global technology and services partner to many of the world’s top financial institutions and retailers, our integrated solutions connect digital and physical channels for consumers conveniently, securely and efficiently. The Company has a presence in more than 100 countries with approximately 20,000 employees worldwide.
Strategy. The Company seeks to continually enhance the consumer's journey at bank and retail locations while simultaneously streamlining cost structures and business processes through the smart integration of hardware, software and services. The Company partners with other leading technology companies and regularly refines its research and development (R&D) spend to continually improve and tailor needed solutions that support a better transaction experience for consumers.
Business Drivers. The Company's operating model is based upon product sales and its service contract base. Business drivers of the Company's future performance include, but are not limited to: demand for self-service and automation from Banking and Retail customers driven by the evolution of consumer behavior; demand for cost efficiencies and better usage of real estate for bank branches and retail stores as they transform their businesses to meet the needs of their customers while facing macro-economic challenges; demand for services on assets such as ATMs, POS and SCO, including managed services and professional services; timing of product upgrades and/or replacement cycles for ATMs, POS and SCO; demand for software products and professional services; demand for security products and services for the financial, retail and commercial sectors; and demand for innovative technology in connection with the Company's strategy.
Results of Operations. The following discussion of the Company’s financial condition and results of operations provides information that will assist in understanding the financial statements and the changes in certain key items in those financial statements. The following discussion should be read in conjunction with the condensed consolidated financial statements and the accompanying notes that appear elsewhere in this Quarterly Report on Form 10-Q.
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| Net Sales | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||
| Banking | |||||||||||||||||||||||||||||||||||||||||||||||
| Services | $ | 391.1 | $ | 382.2 | $ | 8.9 | 2.3 | ||||||||||||||||||||||||||||||||||||||||
| Products | 233.1 | 247.3 | (14.2) | (5.7) | |||||||||||||||||||||||||||||||||||||||||||
| Total Banking | 624.2 | 629.5 | (5.3) | (0.8) | |||||||||||||||||||||||||||||||||||||||||||
| Retail | |||||||||||||||||||||||||||||||||||||||||||||||
| Services | 145.7 | 126.3 | 19.4 | 15.4 | |||||||||||||||||||||||||||||||||||||||||||
| Products | 121.9 | 85.3 | 36.6 | 42.9 | |||||||||||||||||||||||||||||||||||||||||||
| Total Retail | 267.6 | 211.6 | 56.0 | 26.5 | |||||||||||||||||||||||||||||||||||||||||||
| Total net sales | $ | 891.8 | $ | 841.1 | $ | 50.7 | 6.0 | ||||||||||||||||||||||||||||||||||||||||
The Company calculates constant currency by translating the prior-year period results at the current year exchange rate.
Three months ended March 31, 2026 compared with three months ended March 31, 2025. Net sales increased $50.7, driven by net favorable currency impact of 6.4% and stronger electronic point of sale business, partially offset by lower Banking product volumes as a result of timing. Banking net sales declined by $5.3, primarily due lower volume in Europe, partially offset by net favorable currency impact of 5.0% and higher pricing. Banking net sales represented 70.0% and 74.8% of total net sales for the three months ended March 31, 2026 and 2025, respectively. Retail net sales increased $56.0, primarily due to increased products net sales driven by stronger electronic point of sale business and a net favorable currency impact of 11.1%. Retail net sales represented 30.0% and 25.2% of total net sales for the three months ended March 31, 2026 and 2025, respectively.
4
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| Gross Margin | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||
| Gross profit – services | $ | 120.7 | $ | 117.2 | $ | 3.5 | 3.0 | ||||||||||||||||||||||||||||||||||||||||
| Gross profit – products | 92.4 | 85.2 | 7.2 | 8.5 | |||||||||||||||||||||||||||||||||||||||||||
| Total gross profit | $ | 213.1 | $ | 202.4 | $ | 10.7 | 5.3 | ||||||||||||||||||||||||||||||||||||||||
| Gross margin – services | 22.5 | % | 23.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Gross margin – products | 26.0 | % | 25.6 | % | |||||||||||||||||||||||||||||||||||||||||||
| Total gross margin | 23.9 | % | 24.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Services gross margin decreased 50 basis points in the three months ended March 31, 2026, primarily due to unfavorable software services customer delivery mix compared to the same period in the prior year and continued investments in our non-software service organization capabilities. Product gross margin increased 40 basis points in the three months ended March 31, 2026 primarily due to favorable geographic mix of ATM machines sold in the period as well as improved pricing.
| Three months ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating Expenses | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||||
| Selling and administrative expense | $ | 157.2 | $ | 151.8 | $ | 5.4 | 3.6 | |||||||||||||||||||||||||||||||||||||||||||
| Research, development and engineering expense | 22.1 | 22.7 | (0.6) | (2.6) | ||||||||||||||||||||||||||||||||||||||||||||||
| Other operating expense (income) | 1.1 | (1.7) | 2.8 | N/M | ||||||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 180.4 | $ | 172.8 | $ | 7.6 | 4.4 | |||||||||||||||||||||||||||||||||||||||||||
| Percent of net sales | 20.2 | % | 20.5 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Selling and administrative expense increased $5.4, or 3.6% in the three months ended March 31, 2026 compared to the corresponding period in 2025 primarily due to transformation costs related to continuous improvement initiatives. Research and development costs reflect the Company's ongoing investment in hardware and software innovations and enhancements in service offerings.
| Three months ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Income (Expense) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | $ | 2.9 | $ | 1.5 | $ | 1.4 | 93.3 | |||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (23.3) | (21.5) | (1.8) | (8.4) | ||||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange, net | (2.4) | (18.5) | 16.1 | 87.0 | ||||||||||||||||||||||||||||||||||||||||||||||
| Miscellaneous, net | 2.5 | 1.5 | 1.0 | 66.7 | ||||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | $ | (20.3) | $ | (37.0) | $ | 16.7 | 45.1 | |||||||||||||||||||||||||||||||||||||||||||
Foreign exchange, net includes realized gains and losses, primarily related to the unfavorable impact of a strengthening Brazilian real against the U.S. dollar and a broader weakening of the U.S. dollar, mitigated by the Company's derivative instruments during the three months ended March 31, 2026. Refer to Note 12 to our condensed consolidated financial statements for additional information regarding derivative instruments not designated as hedges.
| Three months ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | $ | 5.7 | $ | (2.2) | $ | 7.9 | N/M | |||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 5.5 | $ | (7.5) | $ | 13.0 | N/M | |||||||||||||||||||||||||||||||||||||||||||
| Effective tax rate | 46.0 | % | 29.7 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Changes in net income were a result of the fluctuations outlined above. The changes in net income were also impacted by an increase in income tax expense for the three months ended March 31, 2026 compared with the prior year period. The effective tax rate was higher in 2026 primarily due to (i) decreased interest expense deductibility and (ii) non-recurring discrete tax expense in 2025, which reduced the tax benefit for the period. Refer to Note 8 to our condensed consolidated financial statements for additional information regarding tax expense.
5
Liquidity and Capital Resources.
Liquidity Policy. We maintain a strong focus on liquidity and define our liquidity risk tolerance based on sources and uses to maintain a sufficient liquidity position to meet our business needs and financial obligations under both normal and stressed conditions. We believe that our consolidated liquidity and availability under the Revolving Credit Facility (as defined below) will be sufficient to meet our liquidity needs.
The Company is committed to maintaining and over time improving our credit ratings through a disciplined capital allocation strategy. We intend to return a portion of our free cash flow to stockholders through share repurchases. We expect that any acquisition or other investments will be pursued in a disciplined way and focused on those that offer strategic, operational and financial synergies.
Revolving Credit Facility. On December 18, 2024, the Company entered into a credit agreement (Credit Agreement) with certain financial institutions, providing for, among other things, a $310.0 revolving credit facility maturing on December 18, 2029 (Revolving Credit Facility). Refer to Note 7 to the consolidated financial statements for further details regarding the Revolving Credit Facility.
Credit Ratings and Conditions. The cost and availability of debt financing is influenced by our credit ratings. Moody's Investors Service (Moody's) and Standard and Poor's Global Ratings (S&P) currently issue ratings on our short- and long-term debt. On April 23, 2026, Fitch Ratings published its initial rating of BB-, with a stable outlook. Our ratings may be subject to a revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating.
| Moody's | S&P | Fitch | |||||||||||||||
| Outlook | Stable | Stable | Stable | ||||||||||||||
| Long-term | B1 | B+ | BB- | ||||||||||||||
We believe that cash from operations plus available borrowing capacity under our Revolving Credit Facility, our current cash balance, and short-term investments are adequate to support operating requirements, capital expenditures and any share repurchases for at least the next 12 months and the foreseeable future thereafter. As of March 31, 2026 and December 31, 2025, we had no borrowings outstanding under the $310.0 Revolving Credit Facility, $24.3 of outstanding letters of credit and available borrowing capacity of $285.7.
| March 31, 2026 | December 31, 2025 | ||||||||||
| Cash, cash equivalents and restricted cash | $ | 373.6 | $ | 387.3 | |||||||
| Short-term investments | — | 29.1 | |||||||||
| Revolving credit facility | 310.0 | 310.0 | |||||||||
| Total | $ | 683.6 | $ | 726.4 | |||||||
The following table summarizes the results of the Company's Statement of Cash Flows:
| Three months ended March 31, | |||||||||||
| Summary of cash flows: | 2026 | 2025 | |||||||||
| Net cash provided by operating activities | $ | 31.7 | $ | 15.7 | |||||||
| Net cash provided by investing activities | 20.2 | — | |||||||||
| Net cash used by financing activities | (62.2) | (12.8) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (3.4) | 6.0 | |||||||||
| Change in cash, cash equivalents and restricted cash | $ | (13.7) | $ | 8.9 | |||||||
Operating Activities. Cash flows from operating activities can fluctuate significantly from period to period as working capital needs and the timing of payments impact reported cash flows. Cash flows from operating activities during the three months ended March 31, 2026 were driven by cash provided by trade receivables, accounts payable, and deferred revenue and cash used for inventories. The key drivers of these cash flows were increased deferred revenues from annual billings, reduced supplier payments, and increased collections. Cash flows from operating activities during the three months ended March 31, 2025 were driven by cash provided by trade receivables and cash uses for inventories, accounts payable, and deferred revenue. The key drivers of these cash flows are increased collections and supplier payments.
6
Investing Activities. Cash flows from investing activities during the three months ended March 31, 2026 and 2025 were driven by the sale of short-term investments partially offset by investments in internally developed software and fixed assets.
Financing Activities. Cash flows used by financing activities during the three months ended March 31, 2026 and 2025 were primarily driven by the Company's repurchase of common shares.
Share Repurchase. On November 5, 2025, we announced that our Board had approved a new $200.0 share repurchase program for the purchase of our common stock. During the first quarter of 2026, the Company purchased 746,610 shares for $55.0 in the aggregate. As of March 31, 2026, there was $117.0 remaining under the share repurchase program. Under the share repurchase program, shares may be repurchased in the open market, or otherwise, including under accelerated share repurchase programs, or under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (Exchange Act). The specific timing, price, and size of purchases will depend on prevailing stock prices, general market and economic conditions, and other considerations. The share repurchase program may be extended, suspended, or discontinued at any time without prior notice and does not obligate us to acquire any particular amount of common stock. Refer to Unregistered Sales of Equity Securities and Use of Proceeds in Part II of this Quarterly Report on Form 10-Q for more information.
Contractual and Other Material Cash Obligations. All contractual and other cash obligations with initial and remaining terms in excess of one year and contingent liabilities remained generally unchanged at March 31, 2026 compared to December 31, 2025. Please refer to the Contractual and Other Obligations in the MD&A of our Annual Report on Form 10-K for the year ended December 31, 2025 for further information.
Off-Balance Sheet Arrangements. Please refer to Note 13 of the condensed consolidated financial statements for additional information.
Critical Accounting Policies and Estimates. There have been no changes to our critical accounting policies during the three months ended March 31, 2026. Please refer to the Critical Accounting Policies and Estimates section within the MD&A and Note 1 to the consolidated financial statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion on our accounting policies and critical accounting estimates.
7
STATEMENT OF FINANCIAL POSITION (UNAUDITED) (in millions, except share amounts) | March 31, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | |||||||||
| Short-term investments | |||||||||||
Trade receivables, net of allowances of $ | |||||||||||
| Inventories (Note 2) | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net (Note 3) | |||||||||||
| Deferred income taxes | |||||||||||
| Goodwill (Note 4) | |||||||||||
| Customer relationships and other intangible assets, net (Note 4) | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Accounts payable | |||||||||||
| Deferred revenue | |||||||||||
| Payroll and other benefits liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt (Note 7) | |||||||||||
| Pensions, post-retirement and other benefits | |||||||||||
| Deferred income taxes | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| EQUITY | |||||||||||
| Common stock (Note 9) | |||||||||||
| Paid-in-capital | |||||||||||
| Retained earnings | |||||||||||
| Treasury shares, at cost (Note 9) | ( | ( | |||||||||
| Accumulated other comprehensive income (Note 9) | |||||||||||
| Total Diebold Nixdorf shareholders' equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
8
| STATEMENT OF EARNINGS (UNAUDITED) | Three months ended March 31, | ||||||||||||||||||||||
| (in millions, per share in dollars) | 2026 | 2025 | |||||||||||||||||||||
| Net sales | |||||||||||||||||||||||
| Services | $ | $ | |||||||||||||||||||||
| Products | |||||||||||||||||||||||
| Total revenues (Note 5) | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Products | |||||||||||||||||||||||
| Total cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling and administrative expense | |||||||||||||||||||||||
| Research, development and engineering expense | |||||||||||||||||||||||
| Other operating expense (income) | ( | ||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Foreign exchange, net | ( | ( | |||||||||||||||||||||
| Miscellaneous, net | |||||||||||||||||||||||
| Income (loss) before taxes | ( | ||||||||||||||||||||||
| Income tax expense (benefit) (Note 8) | ( | ||||||||||||||||||||||
| Equity in loss of unconsolidated subsidiaries, net | ( | ( | |||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||
| Net income attributable to noncontrolling interests | |||||||||||||||||||||||
| Net income (loss) attributable to Diebold Nixdorf | $ | $ | ( | ||||||||||||||||||||
| Basic weighted-average shares outstanding | |||||||||||||||||||||||
| Diluted weighted-average shares outstanding | |||||||||||||||||||||||
| Net income (loss) attributable to Diebold Nixdorf | |||||||||||||||||||||||
| Basic earnings (loss) per share | $ | $ | ( | ||||||||||||||||||||
| Diluted earnings (loss) per share | $ | $ | ( | ||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
9
STATEMENT OF CASH FLOWS (UNAUDITED) | Three months ended March 31, | ||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to cash flow provided (used) by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of deferred financing costs into interest expense | |||||||||||
| Share-based compensation | |||||||||||
| Deferred income taxes | ( | ||||||||||
| (Gain) loss on foreign currency translation | ( | ||||||||||
| Other | ( | ||||||||||
| Changes in certain assets and liabilities: | |||||||||||
| Trade receivables | |||||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable | ( | ||||||||||
| Deferred revenue | |||||||||||
| Sales tax and net value added tax | ( | ( | |||||||||
| Accrued salaries, wages and commissions | ( | ( | |||||||||
| Certain other assets and liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Capitalized software development | ( | ( | |||||||||
| Proceeds from maturities of investments | |||||||||||
| Payments for purchases of investments | ( | ||||||||||
| Other investments | |||||||||||
| Net cash provided by investing activities | |||||||||||
| Dividends paid to noncontrolling interest shareholder | ( | ||||||||||
| Treasury share activity | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash used by financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||
| Change in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | |||||||||||
| Cash, cash equivalents and restricted cash at the end of the period | $ | $ | |||||||||
| Cash paid for: Income taxes | $ | $ | |||||||||
| Cash paid for: Interest | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
10
| STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) | Three months ended March 31, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||
| Net income (loss) | $ | $ | ( | ||||||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Translation adjustment | ( | ||||||||||||||||||||||
Foreign currency hedges (net of tax of $( | |||||||||||||||||||||||
Pension and other post-retirement benefits net actuarial gain (loss) amortized, tax of $( | ( | ||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||
| Comprehensive income (loss) | ( | ||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | ( | ||||||||||||||||||||||
| Comprehensive income (loss) attributable to Diebold Nixdorf | $ | ( | $ | ||||||||||||||||||||
| STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) | Three months ended March 31, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||
| Beginning balance | $ | $ | |||||||||||||||||||||
| Share-based compensation issued | |||||||||||||||||||||||
| Common stock | $ | $ | |||||||||||||||||||||
| Beginning balance | $ | $ | ( | ||||||||||||||||||||
| Other comprehensive income | ( | ||||||||||||||||||||||
| Accumulated other comprehensive income | $ | $ | ( | ||||||||||||||||||||
| Beginning balance | $ | $ | |||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||
| Paid-in-capital | $ | $ | |||||||||||||||||||||
| Beginning balance | $ | $ | ( | ||||||||||||||||||||
| Net income (loss) attributable to the Company | ( | ||||||||||||||||||||||
| Retained earnings | $ | $ | ( | ||||||||||||||||||||
| Beginning balance | $ | ( | $ | ||||||||||||||||||||
| Purchases | ( | ( | |||||||||||||||||||||
| Treasury shares | $ | ( | $ | ( | |||||||||||||||||||
| Diebold Nixdorf Shareholders' equity | |||||||||||||||||||||||
| Beginning balance | $ | $ | |||||||||||||||||||||
| Net earnings attributable to noncontrolling interests | |||||||||||||||||||||||
| Noncontrolling interests other comprehensive loss | ( | ( | |||||||||||||||||||||
| Distributions to non-controlling interest holders, net | ( | ||||||||||||||||||||||
| Noncontrolling interests | |||||||||||||||||||||||
Total equity balance at March 31 | $ | $ | |||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
11
Note 1: Basis of Presentation. The accompanying unaudited condensed consolidated financial statements of Diebold Nixdorf, Incorporated and its subsidiaries (collectively, the Company) have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (U.S. GAAP); however, such information reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The Company has reclassified the presentation of certain prior-year information to conform to the current presentation.
Note 2: Inventories. Major classes of inventories are summarized as follows:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Raw materials and work in process | $ | $ | |||||||||
| Finished goods | |||||||||||
| Total product inventories | |||||||||||
| Service parts | |||||||||||
| Total inventories | $ | $ | |||||||||
Note 3: Property, Plant and Equipment and Operating Leases.
| March 31, 2026 | December 31, 2025 | ||||||||||
| Cost | $ | $ | |||||||||
| Less accumulated depreciation | ( | ( | |||||||||
| Right-of-use operating lease assets | |||||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
Depreciation expense. Depreciation expense was $6.4 and $8.5 for the three months ended March 31, 2026 and 2025, respectively.
Operating lease liabilities. Our current operating lease liabilities, included in Other current liabilities in our Statement of Financial Position, were $55.4 and $51.8 as of March 31, 2026 and December 31, 2025, respectively. Our non-current operating lease liabilities, included in Other liabilities in our Statement of Financial Position, were $98.8 and $91.9 as of March 31, 2026 and December 31, 2025, respectively.
Note 4: Goodwill and Other Intangible Assets. Goodwill and intangibles are tested for impairment annually during the fourth quarter or earlier if a triggering event is identified. The changes in the carrying amount of goodwill for the three months ended March 31, 2026:
| Banking | Retail | Total | ||||||||||||||||||
| Goodwill, balance at January 1, 2026 | $ | $ | $ | |||||||||||||||||
| Currency translation adjustment | ( | ( | ( | |||||||||||||||||
Goodwill, balance at March 31, 2026 | ||||||||||||||||||||
The following summarizes information on Intangible assets by major category:
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Weighted-average remaining useful lives | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Trademarks and trade names | ( | ( | ||||||||||||||||||||||||||||||||||||
| Capitalized software development | ( | ( | ||||||||||||||||||||||||||||||||||||
| Technology know-how and development costs non-software and other | ( | ( | ||||||||||||||||||||||||||||||||||||
| Customer relationships and other intangible assets, net | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
12
The Company's total amortization expense, excluding that related to deferred financing costs, was $25.0 and $25.4 for the three months ended March 31, 2026 and 2025, respectively. The primary driver of the change in gross carrying amount was due to a decrease for currency translation of $15.2 and an increase in software development costs of $5.4
Note 5: Revenue Recognition. A performance obligation is a contractual promise to transfer a distinct good or service to the customer. A contract's transaction price is allocated to each distinct performance obligation and is recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied. For both the three months ended March 31, 2026 and 2025, the revenue recognized by the Company included approximately 40 60
Contract balances. The following table provides information about receivables and deferred revenue, which represent contract liabilities from contracts with customers:
| Contract balance information | Trade receivables | Contract liabilities | |||||||||||||||
| Balance at December 31, 2025 | $ | $ | |||||||||||||||
| Balance at March 31, 2026 | $ | $ | |||||||||||||||
There have been $0.6 and $1.7 of impairment losses recognized as bad debt related to receivables or contract assets arising from the Company's contracts with customers during the three months ended March 31, 2026 and 2025, respectively.
As of December 31, 2025, the Company had $325.8 of deferred revenue constituting the remaining performance obligations that are unsatisfied (or partially unsatisfied). During the three months ended March 31, 2026, the Company recognized revenue of $102.8 related to the Company's deferred revenue balance at December 31, 2025.
Note 6: Segment Information. The Company's reportable segment information below directly aligns with how the Chief Executive Officer, who is also the chief operating decision maker (CODM), regularly reviews results to make decisions, allocate resources, and assess performance. Revenue, costs, operating expenses and operating profit (loss), as disclosed herein, is consistent with the segment information used by the CODM and does not include corporate charges, asset impairment, restructuring and saving initiative charges, or other non-routine, unusual or infrequently occurring items, as the CODM does not regularly review and use such financial measures to make decisions, allocate resources and assess performance.
Segment revenue and cost of sales are from sales to external customers. Segment operating profit is defined as segment gross profit less expenses directly attributable to the segments. The Company does not allocate to its segments certain operating expenses which are managed at the headquarters level; that are not used in the management of the segments, not segment-specific, and impractical to allocate. Segment operating profit reconciles to consolidated loss before income taxes by deducting items that are not attributed to the segments and which are managed independently of segment results. Assets are not allocated to segments, and thus are not included in the assessment of segment performance, and consequently, we do not disclose total assets and depreciation and amortization expense by reportable operating segment.
13
The following tables present information regarding the Company’s segment performance and provide a reconciliation between segment operating profit and the consolidated income (loss) before taxes:
| Three months ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Banking | $ | $ | |||||||||||||||||||||
| Retail | |||||||||||||||||||||||
| Total net sales by segment | $ | $ | |||||||||||||||||||||
| Banking | |||||||||||||||||||||||
| Retail | |||||||||||||||||||||||
| Total segment cost of sales | $ | $ | |||||||||||||||||||||
| Banking | |||||||||||||||||||||||
| Retail | |||||||||||||||||||||||
| Total segment gross profit | $ | $ | |||||||||||||||||||||
| Banking | |||||||||||||||||||||||
| Retail | |||||||||||||||||||||||
| Total segment SG&A and other operating expenses | $ | $ | |||||||||||||||||||||
| Banking | $ | $ | |||||||||||||||||||||
| Retail | |||||||||||||||||||||||
| Total segment operating profit | $ | $ | |||||||||||||||||||||
Corporate charges not allocated to segments(1) | $ | ( | $ | ( | |||||||||||||||||||
Restructuring and other saving initiative expenses(2) | ( | ( | |||||||||||||||||||||
Non-core APMEA entity(3) | ( | ||||||||||||||||||||||
Net non-routine income(4) | |||||||||||||||||||||||
| ( | ( | ||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Other expense, net | ( | ( | |||||||||||||||||||||
| Income (loss) before taxes | $ | $ | ( | ||||||||||||||||||||
(1) Corporate charges not allocated to segments include headquarter-based costs associated primarily with human resources, finance, IT and legal that are not directly attributable to a particular segment and are separately assessed by the CODM for purposes of making decisions.
(2) Refer to Note 11 for further information regarding restructurings. Consistent with the historical reportable segment structure, restructuring and saving initiative costs are not assigned to the segments, and are separately analyzed by the CODM.
(3) Non-core APMEA entity includes operational activity and impairment charges that the Company intends to wind down in 2026, including $3.6 of revenue for the three months ended March 31, 2026.
(4) Net non-routine income consists of items that the Company has determined are non-routine in nature and not allocated to the reportable operating segments as they are not included in the measure used by the CODM to make decisions, allocate resources and assess performance.
The following table presents information regarding the Company’s segment net sales by service and product solution:
| Three months ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Services | $ | $ | |||||||||||||||||||||
| Products | |||||||||||||||||||||||
| Total Banking | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Products | |||||||||||||||||||||||
| Total Retail | |||||||||||||||||||||||
| Total revenue | $ | $ | |||||||||||||||||||||
14
Note 7: Debt. Outstanding debt balances were as follows:
| March 31, 2026 | December 31, 2025 | ||||||||||
| 2030 Senior Secured Notes | $ | $ | |||||||||
| Other | |||||||||||
| Long-term debt | $ | $ | |||||||||
| Long-term deferred financing fees | ( | ( | |||||||||
| Total outstanding debt | $ | $ | |||||||||
2024 Refinancing Activities - Senior Secured Notes Due 2030 (the 2030 Senior Secured Notes). On December 18, 2024, the Company issued $950.0 in aggregate principal amount 7.75 % Senior Secured Notes due 2030 to qualified institutional buyers in a private placement exempt from the registration requirements of the Securities Act of 1933. The 2030 Senior Secured Notes were issued at par.
Revolving Credit Agreement. On December 18, 2024, the Company entered into a credit agreement (the Credit Agreement) for a $310.0 revolving credit facility maturing on December 18, 2029 (the Revolving Credit Facility). Borrowings under the Revolving Credit Facility bear interest at an adjusted secured overnight financing rate plus a margin of 2.75 % to 3.50 % per annum or an adjusted base rate plus a margin of 1.75 % to 2.50 % per annum, in each case based on the consolidated first lien debt ratio of the Company and its restricted subsidiaries. As of March 31, 2026, no amounts were outstanding under the Revolving Credit Facility.
Below is a summary of financing information:
| Financing Facilities | Interest Rate Index and Margin | Maturity/Termination Dates | Initial Term (Years) | ||||||||||||||||||||
| 2030 Senior Secured Notes | March 2030 | ||||||||||||||||||||||
Revolving Credit Facility(i) | SOFR + | December 2029 | |||||||||||||||||||||
The Company had various international uncommitted and non-utilized short-term lines of credit with borrowing limits aggregating to $14.5 and $8.5 as of March 31, 2026 and December 31, 2025. There were no outstanding borrowings on the short-term lines of credit as of March 31, 2026 or December 31, 2025. Short-term lines mature in less than one year and are used to support working capital.
Note 8: Income Taxes.
| Three months ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
Income tax expense | $ | $ | ( | ||||||||||||||||||||
| Effective tax rate | % | % | |||||||||||||||||||||
The effective tax rate on the income from continuing operations was 46.0 % and 29.7 % for the three months ended March 31, 2026 and 2025, respectively. For all periods noted, the effective tax rate differed compared to the U.S. federal statutory rate due to expected jurisdictional mix of earnings, U.S. tax on foreign income and other expected permanent tax differences relative to pretax earnings. Additionally, for the three months ended March 31, 2026, the Company recorded a net discrete tax benefit, and for the three months ended March 31, 2025, the Company recorded a net discrete tax expense.
15
Note 9: Shareholders' Equity. The following table summarizes the changes in the Company’s Accumulated Other Comprehensive Income (AOCI), net of tax, by component for the three months ended March 31, 2026 and 2025:
| Accumulated Other Comprehensive Income (Loss) | Three months ended March 31, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||
| Beginning balance | $ | $ | ( | ||||||||||||||||||||
Other comprehensive income before reclassifications(1) | ( | ||||||||||||||||||||||
| Currency translation adjustments AOCI | $ | $ | ( | ||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive loss before reclassifications | |||||||||||||||||||||||
| Foreign currency hedges AOCI | $ | ( | $ | ( | |||||||||||||||||||
| Beginning balance | $ | $ | ( | ||||||||||||||||||||
Amounts reclassified from AOCI(2) | ( | ||||||||||||||||||||||
| Pension and other post-retirement benefits | $ | $ | ( | ||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive loss before reclassifications | ( | ( | |||||||||||||||||||||
| Other | $ | ( | $ | ( | |||||||||||||||||||
| AOCI at March 31 | $ | $ | ( | ||||||||||||||||||||
(1) Other comprehensive income (loss) before reclassifications within the translation component excludes $2.1 and $0.2 translation amount attributable to noncontrolling interests for the three months ended March 31, 2026 and 2025, respectively.
Common stock. The Company's authorized common stock includes 45,000,000 shares, with a par value of $0.01 per share. As of March 31, 2026, 37,900,756 shares were issued and 34,751,349 shares were outstanding. As of December 31, 2025, 37,726,003 shares were issued and 35,384,690 shares were outstanding. The Company had 3,149,407 and 2,341,313 treasury shares as of March 31, 2026 and December 31, 2025, respectively. During the three months ended March 31, 2026 we repurchased 747,000 shares under the share repurchase program for $55.0 , and incurred taxes and fees of $0.6 . In addition, the Company repurchased 61,484 shares related to shares withheld for income taxes on vested share-based compensation for $4.8 . The Company's share repurchase program does not obligate it to acquire any specific number of shares. Under the share repurchase program, shares may be purchased in the open market or otherwise, including under accelerated share repurchase programs or under plans complying with Rule 10b5-1 under the Exchange Act.
Note 10: Earnings (Loss) Per Share. The following table represents amounts used in computing earnings per share and the effect on the weighted-average number of shares of potential dilutive common stock:
| Three months ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Earnings used in basic and diluted earnings per share | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | ||||||||||||||||||||
| Net income attributable to noncontrolling interests | |||||||||||||||||||||||
| Net income (loss) attributable to Diebold Nixdorf | $ | $ | ( | ||||||||||||||||||||
| Weighted-average common shares in basic earnings (loss) per share | |||||||||||||||||||||||
Effect of dilutive shares(1) | |||||||||||||||||||||||
| Weighted-average number of shares used in diluted earnings (loss) per share | |||||||||||||||||||||||
| Net income (loss) attributable to Diebold Nixdorf | |||||||||||||||||||||||
| Basic earnings (loss) per share | $ | $ | ( | ||||||||||||||||||||
| Diluted (loss) earnings per share | $ | $ | ( | ||||||||||||||||||||
| Anti-dilutive shares | |||||||||||||||||||||||
| Anti-dilutive shares not used in calculating diluted weighted-average shares | |||||||||||||||||||||||
(1) Shares of 0.3 for the three months ended March 31, 2025 are excluded from the computation of diluted loss per share because the effects are anti-dilutive, due to the net loss position.
16
Note 11: Restructuring. In the fourth quarter of 2025, the Company initiated its Operational Evolution Program (OEP). The OEP is meant to improve efficiency and streamline the organization structure of the Company. The total amount expected to be incurred in relation to the OEP is $95 , which includes $28 and $17 related to our Banking and Retail segments, respectively. As of March 31, 2026, the Company has recognized total cumulative restructuring charges of $50.9 , which includes $16.0 and $9.0 related to our Banking and Retail segments, respectively. The most significant expense primarily relates to headcount reduction. Total restructuring charges related to the OEP for the three months ended March 31, 2026 were $6.0 and $6.1 in our Banking and Retail segments, respectively, which includes costs related to a non-core business in APMEA.
Completed Plans. During the fourth quarter of 2023, the Company introduced its continuous improvement initiative, which focused on consistently innovating its solutions to support a better transaction experience for consumers at bank and retail locations while simultaneously streamlining cost structures and business processes through the integration of hardware, software and services. The Company completed this program in the fourth quarter of 2025. The most significant expense for the three months ended March 31, 2025 primarily relates to headcount reduction and redefining the organization structure in relation to the improvement process. Total restructuring charges for the three months ended March 31, 2025 for the Banking and Retail segments were $3.4 and $7.1 , respectively. Total restructuring charges also includes corporate charges that are not allocated to the segments.
The following tables summarizes the impact of the Company’s restructuring charges on the Consolidated Statements of Earnings:
| Three months ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Cost of sales – services | $ | $ | |||||||||||||||||||||
| Cost of sales – products | |||||||||||||||||||||||
| Selling and administrative expense | |||||||||||||||||||||||
| Research, development and engineering expense | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
The following table summarizes the Company’s severance accrual balance and related activity:
| 2026 | 2025 | ||||||||||
| Beginning balance as of January 1 | $ | $ | |||||||||
| Severance accrual | |||||||||||
| Payout/Settlement | ( | ( | |||||||||
| Other | ( | ||||||||||
| Ending balance as of March 31 | $ | $ | |||||||||
Note 12: Financial Instruments and Fair Value. The following table provides information about assets and liabilities not carried at fair value and excludes asset and liabilities without readily determinable fair value.
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Carrying amount | Estimated fair value | Carrying amount (net) | Estimated fair value | |||||||||||||||||||||||
| Liabilities | Borrowings (Note 7) | $ | $ | $ | $ | |||||||||||||||||||||
Assets and liabilities that are reflected in the accompanying condensed consolidated financial statements at fair value are not included in the above disclosures; such items include short- and long-term investment, deferred compensation and derivative financial instruments. Substantially all of these assets are considered to be Level 1 and substantially all of the Company's liabilities' fair value are considered Level 2, with the exception of derivative instruments which are considered Level 2 for both assets and liabilities.
Derivatives and Hedging. The Company is exposed to various market risks such as changes in foreign currency rates. The Company uses derivatives to manage risks related to changes in foreign currency exchange rates arising from international trade, foreign currency monetary asset and liability balances and investments in foreign subsidiaries. Refer to Note 15 of the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for further information.
Net Investment Hedges. The Company designates foreign currency forwards to hedge a portion of foreign investments in its EUR and BRL denominated operations. As of March 31, 2026, this included 28 EUR-USD and 14 BRL-USD foreign currency forward instruments. The Company uses the forward method to assess hedge effectiveness for its net investment hedges. Gains and losses on these instruments are initially recognized in our Statement of Other Comprehensive Income (Loss) and are reclassified out of AOCI into gain or loss on sale of investment when the hedged net investment is either sold or substantially liquidated. Cash flows from the net investment hedges are classified as Certain other assets and liabilities on the Statement of Cash Flows.
17
Non-Designated Hedges. The Company uses non-designated foreign exchange forward contracts with maturities of up to 12 months to mitigate the impact of currency fluctuations on foreign currency asset and liability balances. Forward-based gains/losses are classified as foreign exchange gain (loss), net on the Statement of Earnings. Cash flows from the foreign exchange forward contracts are classified as Certain other assets and liabilities on the Statement of Cash Flows.
Fair Value of Derivatives. The following table presents the fair value of our derivative instruments and identifies the statement of financial position line items in which these amounts are included. All fair values are presented on a gross basis, consistent with the Company's policy to not elect to net derivative assets and liabilities that are subject to master netting agreements:
March 31, 2026 | |||||||||||||||||||||||||||||||||||
| Gross notional | Other current assets | Other current liabilities | |||||||||||||||||||||||||||||||||
Designated forward currency exchange contracts1 | $ | $ | $ | ( | |||||||||||||||||||||||||||||||
Non-Designated forward exchange contracts2 | $ | ( | |||||||||||||||||||||||||||||||||
| Net derivatives recognized in statement of financial position | $ | $ | ( | ||||||||||||||||||||||||||||||||
1 Gains (losses) in our Other comprehensive Income (loss) driven by net investment hedges was $3.0
Note 13: Commitments, Guarantees, Product Warranties and Other Contingencies. Indirect Tax Contingencies. At March 31, 2026, the Company was a party to several routine indirect tax claims from various taxing authorities globally that were incurred in the normal course of business, which neither individually nor in the aggregate are considered material by management in relation to the Company’s financial position or results of operations. In management’s opinion, the condensed consolidated financial statements would not be materially affected by the outcome of these indirect tax claims and/or proceedings or asserted claims.
Although management believes the Company has valid defenses with respect to its indirect tax positions, it is reasonably possible that a loss could occur in excess of the estimated liabilities. The Company estimated the aggregate risk at March 31, 2026 to be up to $52.5 for its material indirect tax matters. The aggregate risk related to indirect taxes is adjusted as the applicable statutes of limitations expire.
Legal Contingencies. At March 31, 2026, the Company was a party to several lawsuits that were incurred in the normal course of business, which neither individually nor in the aggregate were considered material by management in relation to the Company’s financial position or results of operations. In management’s opinion, the Company's condensed consolidated financial statements would not be materially affected by the outcome of these legal proceedings or asserted claims.
Refer to Note 16 of the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Bank Guarantees, Standby Letters of Credit, and Surety Bonds. At March 31, 2026, the maximum future contractual obligations relative to performance guarantees totaled $128.9 , of which $24.3 represented standby letters of credit to insurance providers, and no associated liability was recorded. At December 31, 2025, the maximum future payment obligations relative to these various guarantees totaled $130.8 , of which $24.3 represented standby letters of credit to insurance providers, and no associated liability was recorded.
Product Warranties. The Company provides its customers a standard manufacturer’s warranty and records, at the time of the sale, a corresponding estimated liability for potential warranty costs. Estimated future obligations due to warranty claims are based upon historical factors such as labor rates, average repair time, travel time, number of service calls per machine and cost of replacement parts. Changes in the Company’s warranty liability balance are illustrated in the following table:
| 2026 | 2025 | ||||||||||
| Beginning balance as of January 1 | $ | $ | |||||||||
| Current period accruals | |||||||||||
| Current period settlements | ( | ( | |||||||||
| Currency translation adjustment | ( | ||||||||||
Ending balance as of March 31 | $ | $ | |||||||||
18
Restricted Cash. The following table provides a reconciliation of Cash, cash equivalents and Short-term restricted cash reporting within the Company's Condensed Consolidated Statement of Financial Position and in the Condensed Consolidated Statements of Cash Flows:
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||||||||
| Bank collateral guarantees | ||||||||||||||||||||
| Pension collateral guarantees | ||||||||||||||||||||
| Restricted cash and cash equivalents | ||||||||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | ||||||||||||||||||
Quantitative and Qualitative Disclosures About Market Risk. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of market risk exposures. There have been no material changes in this information since December 31, 2025.
Controls and Procedures. Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's (SEC) rules and forms and that such information is accumulated and communicated to management, including the CEO and CFO as appropriate, to allow timely decisions regarding required disclosures. In connection with the preparation of this Quarterly Report on Form 10-Q, the Company's management, under the supervision and with the participation of the CEO and CFO, conducted an evaluation of disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the CEO and CFO have concluded that such disclosure controls and procedures were effective as of March 31, 2026.
Change in Internal Controls. During the quarter ended March 31, 2026, there have been no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Part II - Other Information
Legal Proceedings. For information regarding legal proceedings, please refer to Note 13 of the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Risk Factors. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There has been no material change to this information since December 31, 2025.
Unregistered Sales of Equity Securities and Use of Proceeds. Information concerning the Company’s share repurchases made during the first quarter ended March 31, 2026:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans(1) | Maximum that May Yet Be Purchased Under the Plans (in millions)(1) | ||||||||||||||||||||||
| January | 231,387 | $ | 68.56 | 231,387 | $ | 156.1 | ||||||||||||||||||||
| February | 236,088 | $ | 76.34 | 236,088 | $ | 138.1 | ||||||||||||||||||||
| March | 279,135 | $ | 75.63 | 279,135 | $ | 117.0 | ||||||||||||||||||||
| 746,610 | $ | 73.66 | 746,610 | |||||||||||||||||||||||
(1)On November 5, 2025, we announced that our Board of Directors had approved a new $200.0 share repurchase program with no expiration date. The Company may purchase shares from time to time in open market purchases or otherwise. The Company may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans.
Other Information. Adoption, Modification or Termination of Trading Plans. During the quarter ended March 31 2026, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted terminated
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| FORM 10-Q CROSS REFERENCE INDEX | Page | |||||||
| Part I | ||||||||
| Item 1. | Financial Statements | |||||||
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | |||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |||||||
| Item 4. | Controls and Procedures | |||||||
| Part II | ||||||||
| Item 1. | Legal Proceedings | |||||||
| Item 1A. | Risk Factors | |||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |||||||
| Item 3. | Defaults Upon Senior Securities | Not applicable | ||||||
| Item 4. | Mine Safety Disclosures | Not applicable | ||||||
| Item 5. | Other Information | |||||||
| Item 6. | Exhibits | |||||||
| Signatures | ||||||||
Exhibits.
| 101.INS* | Inline XBRL Instance Document | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document included in Exhibit 101) | |||||||
*Filed herewith; **Furnished herewith † Reflects management contract or compensatory arrangement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DIEBOLD NIXDORF, INCORPORATED | ||||||||||||||
| Date: | April 30, 2026 | /s/ Jeffrey Sesplankis | ||||||||||||
| By: | Jeffrey Sesplankis | |||||||||||||
| Senior Vice President and Chief Accounting Officer | ||||||||||||||
| (Principal Accounting Officer) | ||||||||||||||
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EXHIBIT 10.1
2024 PERFORMANCE CASH AWARD AGREEMENT
This Performance Cash Award Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth on the Grant Detail Page by and between Diebold Nixdorf, Incorporated, a Delaware corporation (the “Company”) and the Participant. Capitalized terms that are used but not defined herein have the meanings ascribed to them in the 2023 Equity and Performance Incentive Plan, as amended (the “Plan”); provided, however, that the Award is not subject to, or granted pursuant to the terms of, the Plan.
1.Grant of Award. The Company hereby grants to the Participant an opportunity to earn performance-based cash incentive compensation (the “Award”) set forth on the Grant Detail Page (the “Target Award”). The amount, if any, that the Participant actually earns for the Performance Period (up to the maximum cash amount set forth on Exhibit I) will be determined by the level of achievement of the Management Goal(s) in accordance with Exhibit I attached hereto.
2.Performance Period. For purposes of this Agreement, the term “Performance Period” shall be the period commencing on and ending on the dates set forth on the Grant Detail Page and Exhibit I.
3.Management Goal(s).
3.1 Earned Amount. The cash amount, if any, earned by the Participant for the Performance Period will be determined at the end of the Performance Period based on the level of achievement of the Management Goal(s) in accordance with Exhibit I. All determinations of whether Management Goal(s) have been achieved, the cash amount earned by the Participant, and all other matters related to this Section 3 shall be made by the Committee in its sole discretion. No additional cash amount shall be earned for results in excess of the maximum level of results for the Management Goal(s). If results for a Management Goal(s) are attained at interim levels of performance, a proportionate amount of compensation shall be earned, as determined by mathematical interpolation set forth on Exhibit I.
3.2 Certification. Promptly following completion of the Performance Period, the Committee will review and certify in writing (a) whether, and to what extent, the Management Goal(s) for the Performance Period have been achieved, and (b) the cash amount that the Participant shall earn, if any, subject to compliance with the requirements of Section 4. Such certification shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law.
4. Vesting of Award. The Award is subject to forfeiture until it vests. Except as otherwise provided in this Agreement, the amount of the Award will vest and become nonforfeitable as soon as practical following the certification of the achievement of the Management Goal(s) in accordance with Section 3.2, by the Committee, but in no event more than two and a half months following the conclusion of the Performance Period, subject to (a) the achievement of any minimum threshold Management Goal(s) for payout set forth in Exhibit I attached hereto, and (b) the Participant’s continuous service with the
Company or a Subsidiary from the Date of Grant through the last day of the Performance Period. The amount that vests and becomes payable under this Agreement shall be determined by the Committee based on the level of achievement of the Management Goal(s) set forth in Exhibit I.
5. Payment.
5.1 Form of Payment. Payment of a vested Award shall be made in a cash lump sum, less applicable taxes, as soon as practicable after the Committee’s receipt of the Company’s audited financial statements relating to the last fiscal year of the Performance Period covered by this Agreement and the determination by the Committee of the level of attainment of each Management Goal (but in all events by the last day of the fiscal year following the last fiscal year of the Performance Period).
5.2 Obligation. Prior to payment, the Company shall only have an unfunded and unsecured obligation to make payment of an earned Award to the Participant.
6. Termination of Continuous Service.
6.1 Termination for Reasons Other Than for Death or Disability; Engaging in Detrimental Activity. If the Participant’s continuous service with the Company or a Subsidiary is terminated for any reason other than as set forth in Section 6.2, or if the Participant shall engage in any Detrimental Activity, the Participant shall forfeit this Award; provided, however, that the Board, upon recommendation of the Committee, may, in its discretion, order that any part or all of the Award shall vest and be paid in accordance with Section 5.1.
6.2 Termination due to Death or Disability. If the Participant’s continuous service with the Company or a Subsidiary terminates prior to the end of the Performance Period as a result of the Participant’s death or Disability, the extent to which the Award granted hereby shall be deemed to have been earned shall be determined as if the Participant’s continuous service had not terminated and the result shall be multiplied by a fraction, the numerator of which is the number of full months the Participant was employed during the Performance Period and the denominator of which is the total number of months in the Performance Period; provided, however, the Board, upon the recommendation of the Committee, may, in its discretion, increase payments made under the foregoing circumstances up to the full amount payable for service throughout the Performance Period.
7. Detrimental Activity.
7.1 Engaging in Detrimental Activity. If the Participant, either during employment by the Company or a Subsidiary or within one (1) year after termination of such employment, shall engage in any Detrimental Activity, and the Board shall so find, and the Participant shall not have ceased all Detrimental Activity within thirty (30) days after notice of such finding given within one (1) year after commencement of such Detrimental Activity, the Participant shall pay to the Company the cash amount of the Award received by the Participant within a period of the one (1) year prior to the commencement of such
Performance Cash Award Agreement
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Detrimental Activity. To the extent that such amounts are not paid to the Company, the Company may set off the amounts so payable to it against any amounts that may be owing from time to time by the Company or a Subsidiary to the Participant, whether as wages, deferred compensation or vacation pay or in the form of any other benefit or for any other reason.
7.2 Definition of “Cause.” For the purposes of Section 7 of this Agreement, “Cause” shall mean a termination due to the Participant’s:
(a) Willful failure to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s Disability), after a written demand for substantial performance is delivered to the Participant that specifically identifies the manner in which the Company believes that the Participant has not substantially performed his or her duties, and the Participant has failed to remedy the situation within fifteen (15) business days of such written notice from the Company;
(b) Willful gross negligence in the performance of the Participant’s duties;
(c) Conviction of, or plea of guilty or nolo contendere, to any felony or a lesser crime or offense which, in the reasonable opinion of the Company, could adversely affect the business or reputation of the Company;
(d) Willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise;
(e) Willful violation of any provision of the Company’s code of conduct;
(f) Willful violation of any of the covenants contained in Article 4 of the Senior Leadership Severance Plan, if applicable to the Participant;
(g) Act of dishonesty resulting in, or intended to result in, personal gain at the expense of the Company;
(h) Engaging in any act that is intended to harm, or may be reasonably expected to harm, the reputation, business prospects, or operations of the Company; or
(i) Engaging in any act that justifies termination of employment with immediate effect under the local laws applicable to the Participant’s employment relationship.
For purposes of this definition, no act or omission by the Participant shall be considered “willful” unless it is done or omitted in bad faith or without reasonable belief that the Participant’s action or omission was in the best interests of the Company. Any act or failure to act based upon: (i) authority given pursuant to a resolution duly adopted by the Board; or (ii) advice of counsel for the Company, shall be conclusively presumed to be done or omitted to be done by the Participant in good faith and in the best interests of the Company.
Performance Cash Award Agreement
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For purposes of this Award, there shall be no termination for Cause pursuant to subsections (a) through (h) above, unless a written notice, containing a detailed description of the grounds constituting Cause hereunder, is delivered to the Participant stating the basis for the termination. Upon receipt of such notice, the Participant shall be given thirty (30) days to fully cure (if such violation, neglect, or conduct is capable of cure) the violation, neglect, or conduct that is the basis of such claim.
8. Change in Control.
8.1 Acceleration of Vesting. Notwithstanding any provision of this Agreement to the contrary, if a Change in Control occurs after the Date of Award and before the end of the Performance Period and the Recipient’s continuous service with the Company or a Subsidiary is terminated by the Company other than for Cause (as defined in Section 8.3) (except for death or Disability) or by the Recipient for Good Reason (as defined in Section 8.4), in either case, prior to the end of the Performance Period, then the Award evidenced hereby shall immediately vest at target upon such termination.
8.2 Business Combination. Notwithstanding anything in this Section 8 to the contrary, in connection with a Business Combination (as defined in the Plan) the result of which is that the Company’s Common Shares and voting stock exchanged for or becomes exchangeable for securities of another entity, cash or a combination thereof, if the entity resulting from such Business Combination does not expressly assume the Company’s obligations hereunder, then the Award evidenced hereby shall immediately vest at target upon such termination.
8.3 Definition of “Cause.” For purposes of Section 8.1 of this Agreement, “Cause” means that the Recipient has committed:
(a) an intentional act of fraud, embezzlement or theft in connection with his or her duties or in the course of his or her employment with the Company or any Subsidiary;
(b) intentional wrongful damage to property of the Company or any Subsidiary;
(c) intentional wrongful disclosure of secret processes or confidential information of the Company or any Subsidiary; or
(d) intentional wrongful engagement in any competitive activity which would constitute a material breach of the duty of loyalty (“Competitive Activity”); and any such act shall have been materially harmful to the Company and its Subsidiaries taken as a whole. No act, or failure to act, on the part of the Recipient shall be deemed “intentional” if it was due primarily to an error in judgment or negligence, but shall be deemed “intentional” only if done, or omitted to be done, by the Recipient not in good faith and without reasonable belief that his or her action or omission was in or not opposed to the best interest of the Company and its Subsidiaries.
Performance Cash Award Agreement
4
8.4 Definition of “Good Reason.” For purposes of Section 8.1 of this Agreement, “Good Reason” means:
(a) failure to elect, reelect or otherwise maintain the Recipient in the offices or positions in the Company or any Subsidiary which the Recipient held immediately prior to a Change in Control, or the removal of the Recipient as a director of the Company (or any successor thereto) if the Recipient shall have been a director of the Company immediately prior to the Change in Control;
(b) a material reduction in the nature or scope of the responsibilities or duties attached to the position or positions with the Company and its Subsidiaries which the Recipient held immediately prior to the Change in Control, a material reduction in the aggregate of the Recipient’s base pay and incentive pay opportunity received from the Company, or the termination of the Recipient’s rights to any material employee benefits to which he or she was entitled immediately prior to the Change in Control or a material reduction in scope or value thereof without the prior written consent of the Recipient;
(c) the liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or a significant portion of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization or otherwise) to which all or a significant portion of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of the Company under this Agreement; or
(d) the Company shall relocate its principal executive offices, or the Company or any Subsidiary shall require the Recipient to have his or her principal location of work changed, to any location which is in excess of 50 miles from the location thereof immediately prior to the Change in Control or the Company or any Subsidiary shall require the Recipient to travel away from his or her office in the course of discharging his or her responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him or her prior to the Change in Control without, in either case, the Recipient’s prior written consent.
The Recipient is not entitled to assert that his or her termination is for Good Reason unless the Recipient gives the Company written notice of the event or events that are the basis for such claim within ninety (90) days after the event or events occur, describing such claim in reasonably sufficient detail to allow the Company to address the event or events and a period of not less than thirty (30) days after to cure the alleged condition.
9. Rights as Shareholder. The Participant shall not have any rights of a shareholder with respect to this Award.
10. Withholding. The Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Participant pursuant to the Award, the amount of any required withholding taxes in respect of the Award and to take all
Performance Cash Award Agreement
5
such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes.
11. Transferability. Neither the Award granted hereby nor any interest therein shall be transferable prior to payment other than by the laws of descent and distribution.
12. Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code, or with an exception thereto, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participant. Solely to the extent the Company determines it necessary to comply with the provisions of Section 409A of the Code, relating to payment of the Award upon the Participant’s “separation from service” (determined in accordance with Section 409A of the Code), if the Participant is a “specified employee” (within the meaning of Section 409A of the Code), the Participant’s date of payment of the Award shall be the date that is six (6) months after the date of the Participant’s “separation from service” with the Company and its Subsidiaries, or, if earlier, the Participant’s death.
13. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Award may be transferred by will or the laws of descent or distribution.
14. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each provision of this Agreement shall be severable and enforceable to the extent permitted by law.
15. Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel the Award, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.
16. Continuous Service. For purposes of this Agreement, the continuous service of the Participant with the Company or a Subsidiary shall not be deemed interrupted, and the Participant shall not be deemed to have ceased to be an associate of the Company or any Subsidiary, by reason of the transfer of his or her employment among the Company and its Subsidiaries. For the purposes of this Agreement, leaves of absence approved by the Chief Executive Officer of the Company for illness, military or governmental service, or other cause, shall be considered as employment.
17. Participant’s Acknowledgment. In accepting the grant, the Participant (you) acknowledges that: (a) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; (b) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (c) your participation in the Award is voluntary; the Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation,
Performance Cash Award Agreement
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termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and the Award is an extraordinary item which is outside the scope of your employment contract, if any; in the event that you are an employee of a Subsidiary of the Company, the grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant will not be interpreted to form an employment contract with the Subsidiary that is your employer; (f) the amount, if any, of the Award until determined by the Committee is unknown and cannot be predicted; (g) no claim or entitlement to compensation or damages arises from forfeiture or termination of the Award and you irrevocably release the Company, its affiliates and its Subsidiaries from any such claim that may arise; and (h) in the event of involuntary termination of your employment, your right to receive the Award, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment, your right to vest in the Award after termination of employment, if any, will be measured by the date of termination of your active employment and will not be extended by any notice period mandated under local law.
18. Data Privacy. The Participant (you) hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, the Company, its affiliates and its Subsidiaries (“the Company Group”) for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that the Company Group holds certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Common Shares or directorships held in the Company, details of the Award or any other entitlement to cash awarded, for the purpose of implementing, administering and managing the Award (“Data”). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Award, that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Award. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Award. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Award. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
Performance Cash Award Agreement
7
Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.
20. Acceptance. The Participant hereby acknowledges receipt of a copy of this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Award subject to all of the terms and conditions of this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the vesting of the Award and that the Participant has been advised to consult a tax advisor prior to such vesting.
21. Governing Law. The validity, construction, interpretation, and enforceability of this Agreement shall be determined and governed by the laws of the State of Ohio, USA without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction and agree that such litigation shall be conducted in the federal or state courts of the State of Ohio, USA.
The parties have executed this Agreement on the terms and conditions set forth herein as of the Date of Grant.
Participant Signature
Participant Name
DIEBOLD NIXDORF, INCORPORATED
By:
Title:
Performance Cash Award Agreement
8
EXHIBIT I TO
PERFORMANCE CASH AWARD AGREEMENT
Performance Cash Award Agreement
9
EXHIBIT 10.2
January 21, 2026
Private and Confidential
Andy Zosel
Delivered via e-mail
Dear Candidate,
Welcome to DN! We are delighted to have you on our team and look forward to the benefit of the experience and expertise you bring to the company. As a result of our conversations and the time you spent speaking to our team, we are pleased to offer you the position of Executive Vice President, Chief Product and Technology Officer at Diebold Nixdorf Inc. (“Diebold Nixdorf” or the “Company”), reporting to Octavio Marquez.
Your employment will be based out of Washington (remote) with an anticipated start date of March 3, 2026. Your starting base annual salary for this position will be $500,000.00 USD. You will be paid biweekly in accordance with the Company’s normal payroll practices.
In 2026, you will be eligible to participate in the Annual Incentive Plan (AIP), subject to the terms and conditions of such Plan. Your target AIP will be 100% of your annual base salary. Your award will be based on the Company’s actual performance. The Plan will be reviewed annually and may be amended at the discretion of Diebold Nixdorf. The awards are generally paid to participants by March of each year for the previous fiscal year. Plan details will be made available to you upon hire.
Beginning in 2026, you will also be eligible to participate in the long-term incentive program (LTIP). Your target LTIP award will be 200% of your base annual salary. Your actual award will be determined in accordance with the terms of the 2026 LTIP, which will be communicated in March 2026. Your participation is subject to the terms and conditions of the "Diebold Nixdorf, Incorporated 2023 Equity and Performance Incentive Plan" and your award agreements and the discretion of the board of directors.
You will also receive a one-time cash signing bonus in the amount of $250,000 payable in April 2026. It is understood that if you voluntarily resign or are dismissed for cause within 12 (twelve) months of the payable date, you will be required to repay the signing bonus.
You are eligible for the severance benefits set forth in the Executive Severance Plan.
You shall be eligible to participate in the Company’s Change in Control (CIC) program on terms commensurate with similarly situated executives, as determined by the Board in its sole discretion. A copy of the CIC Agreement is attached to this offer letter and shall be executed by you with the execution of this offer letter
Per Company policy, you will be eligible for 4 vacation weeks per calendar year. The amount of vacation you will be eligible for in 2026 will be dependent on your start date and pro-rated accordingly. The use of such vacation is subject to the terms and conditions of the Company’s vacation policy in effect at any given time. You will receive a number of paid holidays during the year in accordance with your work location.
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Diebold Nixdorf offers an extensive employee benefit program. Choices exist for employees and their dependents in medical, dental, vision, life, and disability insurance. In addition, you will be automatically enrolled in the Savings and Investment Plan (401(k)) but may choose to opt out of this benefit at any time. This plan provides the opportunity to defer a portion of your pay and receive a Company match. The specific benefits available to you, and the eligibility requirements for such benefits, are governed by the terms and conditions of the applicable plan documents. Employee contributions are required to participate in certain plans and programs. More information regarding the benefit plans and programs will be provided to you prior to your benefit enrollment period. Diebold Nixdorf’s benefit plans and programs are subject to amendment, modification or termination by the Company, with or without notice to you.
Notwithstanding anything in this offer to the contrary, you acknowledge and agree that any compensation described herein is subject to the terms and conditions of the Company’s clawback provisions, policy or policies (if any) as may be in effect from time to time, including specifically to implement Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the common stock of the Company at any point may be traded) (collectively, the “Compensation Recovery Policy”), and that applicable sections of this offer letter and any related documents shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.
As a condition of employment, you will be required to sign Diebold Nixdorf’s Conditions of Employment which contain terms governing your employment relationship with Diebold Nixdorf including your use and protection of Diebold Nixdorf confidential information and trade secrets. This document also will contain restrictions on your ability to solicit customers and employees and on your ability to work for a Diebold Nixdorf competitor during, and after, your employment with Diebold Nixdorf.
This offer is also contingent upon (1) a background check to be conducted, the results of which are satisfactory to the Company, and (2) completion of a pre- employment drug screen, the results of which are negative. On your first day of work, you must provide Diebold Nixdorf with document(s) to establish your identity and employment eligibility. A list of acceptable documents for establishing your identity and employment eligibility for I-9 purposes will be provided to you.
We hope your employment with us will be a mutually rewarding and enriching experience; however, your employment with Diebold Nixdorf is “at-will” which means that either you or the Company may end your employment with Diebold Nixdorf at any time, with or without a reason. Further, nothing in this letter or any other verbal or written communication to you creates or constitutes a contract for employment.
It is Diebold Nixdorf’s policy to respect the trade secrets, confidential and proprietary information of its competitors and we expect them to do the same. Diebold Nixdorf does not want, and you are not to provide to it, any confidential, trade secret or proprietary information obtained from your current or any past employer, or any other entity or person. If it is later discovered that you are or may be prohibited from working for Diebold Nixdorf due to any agreement which you had such as a non-compete agreement, or it is subsequently determined that you have improperly disclosed any confidential, proprietary or trade secret information obtained from a past employer, then Diebold Nixdorf may withdraw your offer of employment or terminate the employment relationship.
We are excited about all the knowledge, experiences, and contributions you can bring to Diebold Nixdorf. We have put together a talented team of professionals and are convinced you will be an outstanding addition to the team.
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We ask that you confirm your acceptance of this offer and return the signed offer letter within three (3) days.
We look forward to you joining the team!
Best regards,
/s/ Jonathan Noe
Jonathan Noe
Senior Vice President, People
Please indicate your acceptance of this offer below with your signature:
/s/ Andy Zosel 1/23/2026
Andy Zosel Date Signed
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EXHIBIT 10.3
DATED February 17 2026 | ||||||||
DIEBOLD NIXDORF MIDDLE EAST FZ-LLC | (1) | |||||||
and | ||||||||
ILHAMI CANTADURUCU | (2) | |||||||
CONTRACT OF EMPLOYMENT | ||||||||
DATE OF AGREEMENT February 17, 2026 | ||||||||
PARTIES | ||||||||
(1) | DIEBOLD NIXDORF MIDDLE EAST FZ-LLC registered office: Dubai Internet City, Premises 1290130, Building No. 16, 1st Floor, Dubai, UAE, (the "Company") | |||||||
(2) | ILHAMI CANTADURUCU of [***] bearing [***] passport number [***] ("You") | |||||||
IT IS AGREED THAT:
1DEFINITIONS AND INTERPRETATION
1.1In this agreement the following words and phrases shall have the following meaning:
"Group" means any company, partnership or any other entity or branch controlled by, controlling or in common control with, the Company or its parent. A person, company, partnership or other entity shall be deemed to control another person, company, partnership or other entity if the former person, company, partnership or other entity possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other person, company partnership or other entity whether through the ownership of voting securities or partnership interests, representation on its board of directors or similar governing body, by contract or otherwise. Any reference to "Group Company" shall be construed accordingly.
"Immediate Family" means your spouse.
"Intellectual Property" means patents, rights in inventions, copyright and related rights, trademarks, trade names, service marks and domain names, rights in get-up, goodwill, registered designs, design rights, semi-conductor topography rights, database rights, confidential information, proprietary rights and any other intellectual property rights in each case whether registered or unregistered and including all applications or rights to apply for and renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Labour Law" means UAE Federal Law No. 33 of 2021 (as amended).
"UAE" means the United Arab Emirates.
1.2Any reference to a statutory provision includes all re-enactments and modifications of that provision and any regulations made under it or them.
1.3The headings in this agreement are for convenience only. They do not form part of this agreement and do not affect its interpretation.
2COMMENCEMENT
2.1Your employment under this agreement is anticipated to commence in February 2026, on the date that your work permit and residency visa are issued by the competent authorities in the UAE. The Company shall notify you of your start date in writing once your work permit and residency visa have been issued. Subject to clause 4 below, your employment will continue for a fixed period from the date your work permit or residency visa is issued through 31 December 2026 ("Initial Term") unless otherwise terminated earlier in accordance with the provisions of clause 18 or the Labour Law (as applicable). Your previous employment with the Company does not count as part of a period of continuous employment with the Company for the purpose of calculating any end of service gratuity or other entitlements which may be due to you.
2.2Provided you perform at an acceptable level during the Initial Term (as determined by the Company's annual performance review), this agreement may be renewed for an extended or similar term (or such shorter term as agreed between you and the Company). Such a renewal shall be confirmed to you in writing at least 30 days prior to the end of the Initial Term or prior to the end of any subsequent renewed period of employment
3RESIDENCE VISAS AND BACKGROUND CHECKS
3.1This agreement is expressly dependent upon you being medically fit to reside and work in the UAE and upon the same being, and continuing to be permitted by the competent authorities in the UAE (including but not limited to the Dubai Development Authority ("DDA") (the "Authorities") and upon your holding and continuing to hold a valid Emirates ID card, residence visa and work permit, as applicable, and any other requisite consents, approvals and authorisations from the Authorities and your complying with all other requirements (if any) of the Authorities arising out of your employment with the Company and otherwise.
3.2The Company will take all reasonable steps required in order to obtain a residence visa and work permit for you and will assist with the application for residence visas for your Immediate Family.
3.3You agree to provide the Company promptly with such documents, information and assistance as it may require in obtaining or in any way dealing with your residence visa and work permit and the residence visas for your Immediate Family.
3.4You agree that during your employment you shall not, except as a representative of the Company or with written consent from the Company, be directly or indirectly engaged, concerned or have any financial interest in any capacity in any other business (including any family business).
4 JOB TITLE/DUTIES
4.1 Your job title is Executive Vice President, Global Retail, Dubai. You will be responsible to the Chief Revenue Officer, or such other person as nominated by the Company. Your normal responsibilities and duties will be as directed by your manager from time to time. The Company reserves the right to require you to perform such other or additional duties as the Company may reasonably determine from time to time. The directors of the Company shall also have the right to instruct and supervise you.
4.2 You are required to be familiar with and comply with all policies and procedures of the Company as amended from time to time. However, these policies and procedures do not form part of your contract of employment and are not intended to give rise to contractual rights against the Company. You acknowledge that the Company may vary or rescind any policies or procedures from time to time, at its absolute discretion and without any limitation on its capacity to do so and you agree that any failure by the Company to comply with its policies or procedures is not a breach of any term of this contract (including implied terms).
4.3 You warrant that by entering into this agreement you will not be in breach of any express or implied terms of any contract or of any obligation binding upon you.
4.4 If you are required to act as an authorised signatory of the Company, you agree that you shall perform the role in good faith, shall notify the Company of any conflicts in the performance of your role and shall adhere to any authorised signatory policy or guidance issued by the Company, as amended from time to time. You acknowledge and agree that you will at all times during your employment (including during any period of suspension or while on Garden Leave in accordance with clause 19), be subject to a duty of goodwill, trust, confidence, exclusive service, faith and fidelity to the Company. These duties include, without limitation, the obligation throughout the duration of this agreement:
(a) not to compete with the Company or any Group Company;
(b) not to make preparations (during such hours as you should be providing services under this agreement) to compete with the Company or any Group Company after this agreement has terminated;
(c) not to solicit in competition with the Company or any Group Company any customer or customers of the Company or any Group Company;
(d) not to entertain invitations to provide services either in a personal capacity or on behalf of any third party from actual or prospective customers of the Company or any Group Company where such invitations relate to services which could be provided by the Company or any Group Company;
(e) not to offer employment elsewhere to employees of the Company or any Group Company;
(f) not to copy or memorise Confidential Information (as defined in clause 14) or trade secrets of the Company or any Group Company with a view to using or disclosing such information for a purpose other than for the benefit of the Company or any Group Company;
(g) not without the prior written consent of the Company engage in any form of business or employment other than your employment with the Company or the Group whether inside or outside your normal hours of work. In the event permission is granted for you to engage in other employment outside your normal hours of work, you are required to notify the Company of the hours worked each week and to discontinue it if an actual or potential conflict of interest between that activity and your work for the Company arises;
(h) and not to encourage, procure or assist any third party to do anything which, if done by you, would be a breach of (a) to (f) above.
5 PLACE OF WORK
Your primary place of employment is the Company's offices in Dubai, UAE. You may be required to work either on a temporary or a permanent basis at any of the Group's other locations as the Company may reasonably require from time to time. You may also be required to travel on Company business. This may involve travelling outside normal business hours and at weekends and bank or public holidays should the need arise. Reasonable expenses will be paid for such travel as detailed in clause 8.1.
6 NORMAL HOURS
6.1 Your normal working hours are from 9.00 am to 6.00 pm Monday to Friday. You are entitled to a break for lunch of up to one hour, preferably to be taken between 12.00 pm and 2.00 pm. However, in busy periods you will be expected to be flexible on the timing and length of your break.
6.2 You accept that your role will require you to work beyond ordinary hours, including weekends and public holidays, as are reasonably necessary to complete your duties. You confirm and accept that due to the nature of your role you are exempt from overtime payments in accordance with the Labour Law and you will not be entitled to extra pay for working any additional hours.
7 REMUNERATION
7.1 Your remuneration, which shall be made up of basic salary and allowances shall be AED 1,968,273 per annum ("Remuneration"):
(a) Your basic salary will be AED 1,896,000 per annum ("Basic Salary"), which will be paid monthly in arrears on or before the last working day of each month by credit transfer into your nominated bank account in the UAE;
(b) You will be paid a car allowance at the rate of AED 41,000 per annum payable by the Company monthly in arrears.
(c) You will be entitled to an annual allowance of AED 36,725 in respect of tax advisory services.
7.2 Your Basic Salary will reviewed in January each year beginning in January 2027 without any undertaking from the Company that an increase will be made.
7.3 The Company shall be entitled to deduct any amounts owed to the Company by you from your pay. If on termination you owe any money to the Company, the Company shall be entitled to deduct any such money from your salary, end of service gratuity or any other payments due to you.
7.4 Liability for taxation both in the UAE and in your country of domicile/ residence, if different from the UAE, will be your sole responsibility.
8 DISCRETIONARY BONUS
8.1 In addition to your Basic Salary, you will be eligible to participate in the Company's Annual Incentive Plan. Full details of the current scheme arrangements applicable to your employment will be provided to you. Your personal objectives will be outlined to you by your manager in accordance with the terms of the Company’s Annual Incentive Plan. Your personal objectives shall be considered as material duties/obligations towards the Company and failing to achieve them shall be considered a material breach of this agreement. An Annual Incentive Award will only be awarded if the Company and you meet the minimum threshold targets set for both the Company and you and you acknowledge that you will not be eligible for any Annual Incentive Award based on achieving your personal objectives only. Annual Incentive Awards are subject to change every year based on new Company Incentive Plans put in place. For the Initial Term, your Annual Incentive Plan target shall be 100% of your Basic Salary. However, for the Initial Term, the Annual Incentive Award, shall be paid at 100% of your assigned target amount.
8.2 Any Annual Incentive Award paid to you will not count as part of your contractual remuneration or salary for end of service gratuity purposes or otherwise.
8.3 Any such Annual Incentive Award or discretionary bonus is not payable if you have been terminated for cause (with reference to Article 44 of the UAE Labour Law) as at the date of payment. If you voluntarily leave before any Annual Incentive Award is actually paid, you will receive the Annual Incentive Award. Receipt of an Annual Incentive Award or discretionary bonus one year creates
neither the right to nor expectation of any Annual Incentive Awards or discretionary bonus in the next year or any subsequent years.
9 RECRUITMENT AND REPATRIATION
9.1 The Company shall bear certain recruitment expenses in order to procure your residence visa and work permit including but not limited to your visa processing fees and labour card charges and/or as may be agreed between the parties.
9.2 Should your employment in the UAE be terminated either by yourself or the Company and you decide to return to your country of origin, the Company will provide you with a repatriation flight as per the Labour Law.
10 BUSINESS EXPENSES
You will be reimbursed for all business expenses reasonably and properly incurred by you upon written authorization from travel from the Chief Revenue Officer upon completion of the appropriate forms and on the condition that proper receipts or documents are provided to the reasonable satisfaction of the Company in accordance with the Company’s expense policy.
11 OTHER BENEFITS
11.1 You and your Immediate Family shall be entitled to medical insurance in accordance with the policy of the Company as amended from time to time.
11.2 You shall be entitled to life insurance coverage up to two (2) times your annual Basic Salary during your employment with the Company in accordance with the Company’s life insurance policy.
11.3 On the termination of your employment you may be entitled to an end of service gratuity payment in accordance with the Labour Law.
12 HOLIDAYS
12.1 The Company's holiday year runs from 1 January to 31 December each year.
12.2 In addition to public holidays declared for the private sector in the location you are working, you are entitled to 22 working days' paid holiday in each complete holiday year. During the first year of employment holiday will accrue on a pro rata basis.
12.3 You should, if possible, make use of holidays allocated to you during the calendar year in which they accrue.
12.4 You will not normally be permitted to take more than 10 consecutive working days' holiday at any one time. Should you wish to take more than 10 days'
holiday on one occasion, you must first obtain written permission from your line manager.
12.5 All holiday dates must normally be scheduled at least 15 days in advance. Holiday dates must be taken at times convenient to the Company and must be approved in advance by the Chief Revenue Officer.
12.6 Holiday dates will be allocated on a first come first served basis and the Company reserves the right to refuse to grant a request for holiday at times inconvenient to the business.
12.7 You shall be entitled to carry forward five (5) calendar days' accrued but untaken holiday entitlement to a subsequent holiday year provided always that any holiday carried forward must be used by no later than 31 March in the next holiday year or it will be lost].
12.8 The Company reserves the right to require you to take any unused holiday entitlement during any period of notice that has been given either by the Company or by you or during any period of Garden Leave.
12.9 On termination of your employment, your entitlement to accrued holiday pay will be directly in proportion to your service during the holiday year in which the termination took place. If on termination of employment you have taken holidays in excess of the holidays equivalent to the proportion of the holiday year in which you have been employed by the Company up to the date of termination, the Company will be entitled to deduct from any sums payable to you a sum in respect of each day’s holiday taken in excess of such entitlement.
13 INCAPACITY
13.1 Sick leave is available in accordance with the Labour Law, which currently provides for a maximum period of 90 calendar days of which the first 15 calendar days shall be at full pay, 30 calendar days at half pay and the balance of 45 calendar days without pay. If your sickness is due to your own negligence, for example because you have consumed alcohol or drugs, there shall be no entitlement to sick leave or pay.
13.2 If you are unable to attend work for due to sickness or injury you must:
(a) inform your local HR representative as soon as possible on the first morning of your absence and if absent for more than one day, keep your local HR representative regularly informed of the expected duration of your absence;
(b) provide the Company with a medical certificate from a qualified and licensed UAE medical practitioner approved by the Company for periods of sickness absence of longer than three days; and
(c) if requested by the Company, you agree to undergo one or more medical examinations performed by a doctor appointed and paid for by the Company. You authorise the Company to have unconditional access to any report produced as a result of such examination and to any relevant medical information held on you by your own doctor.
13.3 Notwithstanding any other provisions of this agreement, in the event you are absent from work for more than an aggregate of 90 sick days in any twelve-month period, the Company may terminate your service in accordance with clause 17, even if you would or might forfeit any entitlement to benefit from private medical insurance.
14 CONFIDENTIALITY
14.1 During your employment, you will be exposed to information about the business, technology, processes, products, plans, financial or other information or data of the Group and that of Group’s suppliers and customers which may amount to a trade secret, be confidential or commercially sensitive and which if misused or disclosed could cause significant harm to the Group. Such information, whether communicated to you in writing, on computer disk or in any other medium (and whether or not it is marked as confidential), is referred to in this agreement as "Confidential Information" and includes without limitation:
(a) details of how the Group prices its products or services including any discounts or non-standard terms offered to any clients;
(b) the Group's Intellectual Property;
(c) information relating to the Group's suppliers and the terms and conditions (including any prices and discounts) agreed with them;
(d) information relating to the Group's clients or customers and the terms and conditions (including any prices and discounts) agreed with them;
(e) research and development projects of the Group;
(f) the Group's marketing and sales strategies and plans;
(g) potential acquisitions and disposals by the Group;
(h) the Group’s financial and sales performance;
(i) any processes, inventions, designs, know-how, discoveries, technical specifications and other technical information relating to the creation, production or supply of any past, present or future service of the Group; and
(j) any other categories of confidential information that we want to protect and which we notify to you in writing as being confidential or which by its nature or the surrounding circumstances is clearly confidential.
14.2 You will not during the Initial Term or any agreed extended term of this agreement or following its termination use, disclose or permit to be used or disclosed (except in connection with the performance of your duties or as required by law) any Confidential Information.
14.3 The restrictions contained in this clause do not apply to:
(a) any disclosure authorised by the Company or required in the ordinary and proper course of your employment or as required by the order of a court of competent jurisdiction or an appropriate regulatory authority or otherwise required by obligation of public law;
(b) any information that you can demonstrate was known to you prior to the commencement of your employment by the Company or by any Group Company; or
(c) any information which is already in, or comes into, the public domain other than through your unauthorised disclosure or breach of confidence.
14.4 The provisions of this clause 14 shall survive any termination of this agreement and shall remain in force in relation to any item of Confidential Information for so long as it is still properly regarded by the Company as being confidential.
15 INTELLECTUAL PROPERTY
15.1 Any Intellectual Property created by you in the course of your employment is created at the request, and for the benefit, of the Company. You acknowledge that you have a special obligation to further the interests of the Company in relation to such Intellectual Property.
15.2 You acknowledge that (except to the extent prohibited by or ineffective in law) all Intellectual Property and materials embodying any of them shall automatically belong to the Company as from creation for the full term of those rights and (except to the extent prohibited by or ineffective in law), you hereby assign, by way of present and future assignment, any and all right, title and interest to the Company.
15.3 To the extent any Intellectual Property does not vest in or transfer to the Company automatically pursuant to clause 15.2, you agree to hold such property on trust for the Company and you shall ensure that (at the Company's election) such rights are assigned to the Company and/or that the Company is granted an exclusive, royalty-free, transferable, irrevocable, worldwide licence (with rights to sublicense through multiple tiers of sub-licensees) to practice such non-assignable rights, including, but not limited to, the right to use, reproduce,
distribute, translate and modify any of the Intellectual Property. To the extent any of the rights in and to such Intellectual Property can neither be assigned nor licensed to the Company, you irrevocably waive and agree never to assert such non-assignable and non-licensable rights against the Company, any of its successors in interest, or any of its customers. No rights of any kind in or to the translation of any Intellectual Property are reserved to or by you or shall revert to or be reserved by or on behalf of you.
15.4 You agree to do everything necessary or requested by the Company either during the Initial Term or any agreed extended term, or after the termination of, this agreement to enable the Company to own any Intellectual Property created by you in the course of your employment, including formally assigning those rights or assisting the Company in obtaining registration of those rights in its own name.
15.5 To the maximum extent permissible by law, you waive any and all present and future moral rights in any Intellectual Property together with all similar and analogous rights in other territories under the relevant legislation in the relevant territory.
15.6 Rights and obligations under this agreement shall continue in force after termination of your employment in respect of any Intellectual Property.
16 RESTRICTIVE COVENANTS
16.1 You agree that you will comply with the post-termination obligations set out in Schedule 1 of this agreement.
16.2 You confirm and agree that you will not, either during your employment or at any time after its termination, knowingly make any untrue or misleading statement in relation to the Company or any Group Company and you should not from the date your employment is terminated represent yourself as still being employed by or connected with the Company or any Group Company unless the particulars are specifically agreed in writing with the Company.
16.3 If you apply for or are offered new employment or a new appointment or engagement before entering into any related contract, you agree to bring the terms of Schedule 1 of this agreement to the attention of a third party proposing directly or indirectly to employ, engage or appoint you.
17 Suspension
The Company shall have the right to suspend you from any or all of your duties for such period as it thinks fit:
(a) to investigate any potential disciplinary matter involving you;
(b) where the Company has any grounds to consider that the Company’s property or responsibilities to other parties are at risk; or
(c) in any other circumstances where the Company considers your continued presence on the Company’s premises may hinder an investigation.
Conditions may be attached to any such suspension. You must comply with any such conditions and cooperate fully with any investigation. During any period of suspension, you will normally receive half of your normal pay, although the Company reserves the right, in accordance with the Labour Law, to withdraw and/or defer pay and/or benefits in appropriate circumstances.
18 TERMINATION
18.1 Once your probationary period has been completed satisfactorily, your employment may be terminated by the Company in any of the following ways:
(a) on expiry of the Initial Term or any agreed extended term;
(b) payment in lieu of notice; or
(c) without notice in the event of your behaviour falling within any of the prescribed categories referred to in the Labour Law as may be in force at that time (currently Article 44 of the Labour Law).
18.2 In the event you are dismissed due to unacceptable conduct or performance but your behaviour does not fall within one of the prescribed categories referred to in clause 18.1(c) above, notwithstanding clause 18.1(a) of this agreement, you shall only be entitled to receive the minimum period of notice in accordance with the Labour Law.
18.3 In the event that you do not have the appropriate permissions to work, including being in possession of a valid work permit, for any reason whatsoever, the Company reserves the right to dismiss you without notice.
18.4 Should you wish to terminate your employment, you agree to provide the Company with one month’s written notice.
18.5 Notwithstanding the notice provision specified in clause 18.4, the parties may mutually agree to reduce or waive the notice period at the time of termination.
18.6 The Company reserves the right to make a payment in lieu of any notice period or place you on Garden Leave in accordance with clause 19 below.
18.7 On termination of your employment, you shall execute all documents necessary in order to cancel your work permit and residence visa and the residence visas of your dependents, including documents required by the Authorities and the Company.
18.8 After notice of termination has been given by you or the Company, you agree to cooperate with the Company to effect a smooth transition of your responsibilities and to ensure that the Company is aware of all matters being handled by you.
19 Garden Leave
19.1 Following service of notice to terminate your employment by either party, the Company may require you not to perform any services (or to only perform specified services) for the Company during the notice period ("Garden Leave").
19.2 During any period of Garden Leave, the Company shall be under no obligation to provide any work to, or to vest any powers in you. You shall not have the right to perform any services for the Company.
19.3 During any period of Garden Leave you shall:
(a) continue to receive your usual pay and contractual benefits in the usual way and subject to the terms of any benefit arrangement;
(b) remain an employee of the Company and remain bound by the terms of this agreement;
(c) not, without the prior written consent of your line manager, attend your place of work or any other premises of the Company;
(d) not, without prior written consent of your line manager, contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the Company;
(e) (except during any periods taken as holiday in the usual way) ensure that your line manager knows where you will be and how you can be contacted during each working day;
(f) if requested by the Company immediately return all of the Company’s property including any keys, security pass, IT equipment and documents and letters of whatsoever nature or description you have or may have in any way related to the Company’s business and copies of such documents; and
(g) cooperate with the Company to effect a smooth transition of your responsibilities and to ensure that the Company is aware of all matters handled by you.
20 OBLIGATIONS UPON TERMINATION
20.1 On termination or at the start of a period of Garden Leave, if applicable, you shall, if requested, immediately resign, without any claim for compensation, from any position as a director or officer in relation to the business of the Company or any Group Company and comply with the requirements of the Company to dissolve your responsibilities, including but not limited to complying with any board resolution and execute all and any documents necessary as required by the Company to give effect to this clause.
21 HEALTH AND SAFETY
The Company takes the importance of maintaining the highest standards of health and safety in the workplace very seriously. You are reminded of your own personal responsibility to take all reasonable steps to safeguard your own and the safety of any other person who may be affected by your actions at work.
22 DELIVERY UP OF DOCUMENTS AND PROPERTY
On termination of this agreement for any reason (or earlier if requested) you will:
(a) immediately deliver up to the Company all property (including but not limited to any Company car and property connected with any car provided under this agreement, hardware, documents and software, mobile telephone, iPhone or similar device, credit cards, keys and security passes) belonging to it or any Group Company in your possession or under your control. "Documents and software" include (but are not limited to) correspondence, diaries, address books, databases, files, reports, minutes, plans, records, documentation or any other medium for storing information. Your obligations under this clause include the return of all copies, drafts, reproductions, notes, extracts or summaries (however stored or made) of all documents and software. The Company may withhold any monies then owing to you in any respect pending you providing, if so requested, your written undertaking that you have complied with this obligation; and
(b) provide access (including passwords) to any computer (or other equipment or software) in your possession or under your control which contains information relating to the Company or any Group Company. You also agree that the Company is entitled to inspect, copy and/or remove any such information from any such computer, equipment or software owned by you or under your control and you agree to allow the Company reasonable access to the same for these purposes.
23 DATA PROTECTION
23.1 The Company places the highest importance on compliance with all applicable data protection laws in force from time to time, including but not limited to the Federal Decree Law No. 44 & 45/2021 ("Data Protection Laws").
23.2 The Company holds personal information relating to you. By signing this agreement you consent to the Company processing, both manually and by electronic means, both inside and where necessary, outside the Middle East, your personal and sensitive data for the purposes of the administration and management of your employment and/or the Company’s business in accordance with Data Protection Laws. The Company’s privacy notice ("Employee Privacy Notice") will be communicated to you separately and a copy can be found on the Company’s intranet. The Company may change its Employee Privacy Notice at any time. By entering into this agreement, you confirm that you have read and understood the Company’s Employee Privacy Notice.
23.3 It is important that all Company employees take appropriate steps to protect personal data and use it lawfully. Accordingly, you are required to treat all personal data relating to any person, whether within or outside the Company, which you acquire in the proper course of your employment in effect as if it were confidential information of the Company and shall not do or omit to do anything that would put the Company in breach of Data Protection Laws. You also confirm that you will comply with the Company’s current data protection policy and other Company policies relating to the security and use of personal data and handling and transfer of data outside of the UAE, copies of which are available from local HR or the data privacy department. A failure to comply with these policies may be dealt with under the Company’s disciplinary procedure and, in deliberate or very serious cases of data misuse, may be treated as gross misconduct potentially leading to summary dismissal.
23.4 By signing this agreement you agree and consent to the Company monitoring and recording your use of the Company’s emails, fax and telephone systems to ensure the Company’s rules are being complied with, compliance with Data Protection Laws and for the Company’s legitimate business purposes. The Employee must comply with the Company’s data protection policy and any electronic communication systems policies that it may issue from time to time.
24 NOTICES
24.1 Any notice to be given under this agreement to you may be given to you personally, by email or delivered to you at your last known place of residence. Any notice to be given to the Company should be addressed to Antonio Marques, HR and may be served by leaving it at or sending it by courier to him/her at our registered office for the time being.
24.2 Any such notice will be deemed to have been received: if delivered personally, at the time the notice is left at the address or given to the addressee.
25 ENTIRE AGREEMENT
25.1 This agreement, together with all and any policies and procedures, as may be in place from time to time constitutes the entire agreement between the parties and cancels and is in substitution for all previous letters of engagement, agreements,
representations, offers and arrangements (whether oral or in writing) relating to your employment, all of which shall be deemed to have been terminated by mutual consent with effect from the date on which your employment commenced.
26 SEVERANCE
26.1 If any provision or part of this agreement is held to be invalid or unenforceable:
(a) such provision shall be deemed deleted and severed from this agreement;
(b) amendments to this agreement may be made by the addition or deletion of wording as appropriate to replace the invalid part or provision with such provision that retains the closest possible effect to the invalid provision or part and is both valid and enforceable; and
(c) the validity and enforceability of the other provisions of this agreement shall not be affected.
27 GOVERNING LAW AND JURISDICTION
27.1 This agreement will be governed by and construed in accordance with the Labour Law and the other laws of the Emirate of Dubai and the Federal Laws of the UAE applicable in Dubai.
27.2 The parties submit to the exclusive jurisdiction of the DDA and Dubai courts in connection with any claim, dispute or matter arising out of or relating to this agreement.
27.3 References to any legislation, rules and regulations, if applicable, shall be construed as references to legislation, rules and regulations as from time to time amended, re-enacted or consolidated.
27.4 Any delay by the Company in exercising any of its rights under this agreement will not constitute a waiver of such rights.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
IN WITNESS of which the parties have executed this agreement on the date set out above.
| Signed by Habib Hanna for and on behalf of the Company: | |||||
| /s/ Habib Hanna | |||||
| Authorised signatory | |||||
| 17/2/26 | |||||
| Date | |||||
| /s/ Ilhami Cantadurucu | |||||
I, ILHAMI CANTADURUCU acknowledge receipt of this contract of employment and confirm that I have read, understood and accept the terms and conditions set out in this agreement. | |||||
| Signed by ILHAMI CANTADURUCU: | |||||
| Ilhami Cantadurucu | |||||
| (Print Name) | |||||
| [***] | |||||
| (Passport Number) | |||||
| ‘06 February 2026 | |||||
| (Date) | |||||
SCHEDULE 1
Post-Termination Obligations
1.1 You undertake to the Company on behalf of itself and as agent for any Relevant Group Company that you will not directly or indirectly, and whether alone or in conjunction with or on behalf of any other person and whether as a principal, shareholder, director, employee, agent, consultant, partner, independent contractor or otherwise, at any time during the period of twelve (12) months from the Effective Date within the Restricted Territory:
(a) be employed, engaged, concerned or interested by a Competitor or in any business providing Competing Products or Services as defined below; or
(b) solicit, entice or induce or endeavour to solicit, entice or induce or assist any Key Person to leave the Company or any Relevant Group Company, whether or not such person would commit any breach of their own contract of employment or engagement by doing so; or
(c) in connection with any business in or proposing to be in competition with the Company or any Relevant Group Company employ, engage or appoint or in any way cause or assist to be employed, engaged or appointed a Key Person; or
(d) encourage, assist or procure any third party to do anything which, if done by you would be in breach of (a) to (c) above.
1.2 Each of the restrictions in this Schedule 1 is intended to be separate and severable and in the event that any of such restrictions shall be adjudged to be void or ineffective for whatever reason but would be adjudged to be valid and effective if part of the wording or range of services or products were reduced in scope or deleted, the said restrictions shall apply with such modifications as may be necessary to make them valid and effective.
1.3 None of the restrictions in this Schedule 1 shall prevent you from:
(a) holding up to 5% of any securities in a company which is quoted on any recognised stock exchange; or
(b) being employed, engaged, concerned or interested in any business insofar as your duties or work relate solely to geographical areas where the business is not in competition with the Company or any Relevant Group Company; or
(c) being employed, engaged, concerned or interested in any business insofar as your duties or work relate solely to products or services of a kind with which you were not directly involved, concerned or connected during the period of 12 months immediately prior to the Effective Date.
1.4 In the event that you breach or there is apparent danger that you will breach the covenants referred to in this Schedule 1 you acknowledge that the Company shall suffer irreparable damage and you shall pay the Company on demand damages at the rate of AED 5,252 per day calculated from the date on which you breached the relevant obligation until the date on which such breach if capable of remedy is remedied by you or if the breach is incapable of being remedied the sum of AED 945,274 representing 6 months’ basic salary.
The parties confirm that this sum represents a genuine pre-estimate of damages that the Company would suffer and accordingly should not be considered exorbitant. The Company reserves the right to claim further compensation in the event that damages incurred are greater than the compensation provided under this clause and shall be entitled to make all such remedies available to it.
1.5 You will, at the request and expense of the Company, enter into a separate agreement with any Group Company in which you agree to be bound by the restrictions corresponding to those restrictions in this Schedule 1 (or such restrictions as may be appropriate) in relation to that Group Company.
1.6 For the purposes of this Schedule 1 the following expressions shall have the following meanings:
(a) "Competing Products or Services" means retail products or services which are of the same kind as or of a materially similar kind to and competitive with any retail products or services sold or supplied by the Company or any Relevant Group Company during the period of 12 months immediately prior to the Effective Date and with which sale or supply you were directly involved, concerned or interested or about which you possessed Confidential Information and shall include the following businesses in each case only insofar as their activities relate to retail products or services that are competitive with the products or services of the Company or any Relevant Group Company: NCR Voyix, Elo (Glory), Everseen, Zebra, HP, Fujitsu, Toshiba, GK Software, Glory, Oracle, Aptos, PDI, PCMS (Flooid/Glory) and Verifone.
(b) “Competitor” means NCR, Hyosung, Cennox or any of their affiliates or subsidiaries including affiliates or subsidiaries which are competitive with the banking products or services sold or supplied by the Company or any Relevant Group Company during the period of 12 months immediately prior to the Effective Date.
(c) "Confidential Information" is as defined in clause 14.1 of this agreement.
(d) "Effective Date" means the date your employment with the Company terminates or (if earlier) the date on which you commence Garden Leave in accordance with clause 19 of this agreement.
(e) "Key Person" means any person employed by the Company or any Relevant Group Company who on the Effective Date is an officer of the Company or any Relevant Group Company, has "director" in their title, is a director or a senior manager, senior new business person or executive or is of the same or similar grade to you and in each case with whom you worked or had material dealings or whose work you were responsible for or managed during the period of 12 months immediately prior to the Effective Date.
(f) "Relevant Group Company" means any Group Company (other than the Company) for which you performed services under this agreement or for which you had material operational or management responsibility or provided material services at any time during the period of 12 months immediately prior to the Effective Date.
(g) "Relevant Products or Services" means any products or services sold or supplied by the Company or any Relevant Group Company during the period of 12 months immediately prior to the Effective Date and with which sale or supply you were directly involved, concerned or connected or about which you possessed Confidential Information.
(h) "Restricted Territory" means the United Arab Emirates, any other place of work from which you have been based in the 12 months immediately prior to the Effective Date and /or any other country or territory in which the Company or any Relevant Group Company has operated during the period of 12 months immediately prior to the Effective Date and continues to operate as of the Effective Date and in which you have been concerned or active on behalf of the Company or any Relevant Group Company.
EXHIBIT 31.1
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Octavio Marquez, certify that:
1)I have reviewed this quarterly report on Form 10-Q of Diebold Nixdorf, Incorporated;
2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4)The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5)The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | April 30, 2026 | /s/ Octavio Marquez | |||||||||
| Octavio Marquez | |||||||||||
| President and Chief Executive Officer (Principal Executive Officer) | |||||||||||
EXHIBIT 31.2
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas S. Timko, certify that:
1)I have reviewed this quarterly report on Form 10-Q of Diebold Nixdorf, Incorporated;
2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4)The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5)The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | April 30, 2026 | /s/ Thomas S. Timko | |||||||||
Thomas S. Timko | |||||||||||
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||
EXHIBIT 32.1
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350
In connection with the Quarterly Report on Form 10-Q of Diebold Nixdorf, Incorporated (Company) for the quarter ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (Report), I, Octavio Marquez, President and Chief Executive Officer, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
1The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
| Date: | April 30, 2026 | /s/ Octavio Marquez | ||||||||||||
| Octavio Marquez | ||||||||||||||
| President and Chief Executive Officer (Principal Executive Officer) | ||||||||||||||
EXHIBIT 32.2
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350
In connection with the Quarterly Report on Form 10-Q of Diebold Nixdorf, Incorporated (Company) for the quarter ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (Report), I, Thomas S. Timko, Executive Vice President and Chief Financial Officer, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
1The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
| Date: | April 30, 2026 | /s/ Thomas S. Timko | ||||||||||||
Thomas S. Timko | ||||||||||||||
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||||||||||||||