Timko Thomas S 4

What Happened

• Thomas S. Timko, EVP and Chief Financial Officer of Diebold Nixdorf, was granted 15,308 restricted stock units (RSUs) on 2026-03-01 (no cash paid). On the same date 7,553 shares were withheld to satisfy tax withholding obligations at an indicated value of $80.00 per share, equal to $604,240. The RSUs represent contingent rights to receive common stock subject to vesting.

Key Details

• Transaction date: 2026-03-01; Filing date: 2026-03-03 (Form 4 accession 0001368469-26-000004).
• Grant: 15,308 RSUs @ $0.00 (code A — award/grant).
• Tax withholding/disposition: 7,553 shares withheld @ $80.00 = $604,240 (code F — payment of exercise price or tax liability via share withholding).
• Shares owned after transaction: not stated in the provided summary.
• Footnotes: F1 — shares withheld pursuant to tax withholding right under the 2023 Equity and Incentive Plan; F2 — number includes RSUs; F3 — RSUs vest 1/3 annually beginning one year from grant, each RSU converts to one share when vested.
• Filing timeliness: filed on 2026-03-03 for a 2026-03-01 transaction — no late-filing flag indicated.

Context

• This was an equity award (RSUs) and a routine tax-withholding action, not an open-market sale. The withheld shares were used solely to cover tax liabilities associated with the award (i.e., a non-cash, plan-directed disposition), while the remaining RSUs will convert to shares only as they vest over the stated schedule. Such awards are common executive compensation and do not necessarily signal a buying or selling view of the stock.