Management Change/Compensation - Form 8-K

On January 19, 2024, the People and Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Diebold Nixdorf, Incorporated (the "Company") and the Board approved and authorized the granting of certain options ("Options") to purchase Company common stock, $0.01 par value per share ("Common Stock"), and restricted stock units representing the contingent right to receive Common Stock ("RSUs"), to certain executive officers of the Company under the Diebold Nixdorf, Incorporated 2023 Equity and Incentive Plan, as amended. The Board and the Compensation Committee approved January 19, 2024 as the grant date for the Options and RSUs ("Grant Date").

The following RSUs and Options were granted to the Company's executive officers (including the Company's named executive officers): Octavio Marquez, the Company's President and Chief Executive Officer - 250,443 Options and 50,088 RSUs; James Barna, the Company's Executive Vice President and Chief Financial Officer - 40,696 Options and 8,139 RSUs; Ilhami Cantadurucu, the Company's Executive Vice President, Global Retail - 40,696 Options and 8,139 RSUs; Jonathan Myers, the Company's Executive Vice President, Global Banking - 62,610 Options and 12,522 RSUs; Elizabeth Christine Radigan, the Company's Executive Vice President, Chief Legal Officer and Corporate Secretary - 40,696 Options and 8,139 RSUs; and Frank Baur, the Company's Executive Vice President, Operational Excellence - 40,696 Options and 8,139 RSUs.

The Options have an exercise price of $30.90, the closing price of the Common Stock on the Grant Date. In general, the Options will become exercisable on the fourth anniversary of the Grant Date (the "Vesting Date"), subject generally to the awardee's continued employment with the Company through the Vesting Date (other than in certain limited cases, including death, disability and certain involuntary terminations of employment, as further described in the applicable award agreement), in tranches of 40%, 30% and 30% of the total award, each based upon the Common Stock achieving certain 20-daytrading average price hurdles of $65.00, $85.00 and $95.00, respectively, by the Vesting Date. Tranches that are not "earned" (i.e., the applicable price hurdles are not achieved) by the Vesting Date (or, if earlier, the date of termination of the awardee's employment) are generally forfeited on the Vesting Date (or, if earlier, on the date of such termination of employment). The Options are also subject to certain alternative vesting treatments in connection with a change in control of the Company, as further described in the applicable award agreement. The Options (or exercised shares) may be forfeited if the awardee engages in certain detrimental activity during a specified time period, as described in the applicable award agreement. The Options have a 10-yearterm from the Grant Date.

In general, the RSUs vest ratably in equal annual installments over four years from the Grant Date, subject generally to the awardee's continued employment with the Company through each applicable vesting date (other than in certain limited cases, including death, disability, and certain involuntary terminations of employment in connection with a change in control of the Company, as further described in the applicable award agreement). Dividend equivalents may accrue on the RSUs but are paid only when the associated RSUs vest and are settled. The RSUs (or settled shares) may be forfeited if the awardee engages in certain detrimental activity during a specified time period, as described in the applicable award agreement. The RSUs are also subject to certain alternative vesting treatments (including upon death, disability, certain non-volitionalterminations of employment and certain events in connection with a change in control of the Company), as further described in the applicable award agreement.