Proxy Statement (Form DEF 14A)

350 Orchard Avenue NE

P.O. Box 3077 • North Canton, Ohio 44720

March 14, 2025

Dear Stockholder:

The 2025 Annual Meeting of Stockholders of Diebold Nixdorf, Incorporated will be held on Wednesday, April 30, 2025 at 8:00 a.m. EDT. We are pleased to utilize a virtual format for the 2025 Annual Meeting of Stockholders to provide a consistent experience to all stockholders regardless of location. You will be able to attend and vote at the 2025 Annual Meeting of Stockholders via live webcast at www.virtualshareholdermeeting.com/DBD2025. Please have the control number included with your proxy card or Notice of Internet Availability of Proxy Materials available when joining the meeting.

As described in the accompanying Notice and Proxy Statement, at the 2025 Annual Meeting of Stockholders you will be asked to (1) elect eight directors, (2) ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025, and (3) approve, on an advisory basis, named executive officer compensation.

We are pleased to continue to take advantage of Securities and Exchange Commission rules allowing us to furnish proxy materials to stockholders on the Internet. We believe that these rules provide you with proxy materials more quickly and reduce the environmental impact of the 2025 Annual Meeting of Stockholders. Accordingly, we are mailing to stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review our 2025 Proxy Statement and Annual Report on Form 10-Kfor the year ended December 31, 2024, and to vote online or by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions for requesting these materials on the Notice of Internet Availability of Proxy Materials.

All holders of record of Diebold Nixdorf, Incorporated shares of common stock at the close of business on March 3, 2025 are entitled to vote at the 2025 Annual Meeting of Stockholders. You may vote online prior to the meeting at www.proxyvote.com. If you received a paper copy of the proxy card by mail, you may also vote by signing, dating and mailing the proxy card promptly in the retuenvelope or by calling a toll-free number indicated on the proxy card.

Details regarding how to attend the virtual meeting online are more fully described in the Proxy Statement. If you are unable to attend the meeting, you may listen to a replay that will be available on our investor relations website at investors.dieboldnixdorf.com. The replay may be accessed on our website soon after the meeting and shall remain available for up to one year.

We look forward to you joining us at the 2025 Annual Meeting of Stockholders.

Sincerely,

350 Orchard Avenue NE

P.O. Box 3077 •North Canton, Ohio 44720

NOTICE OF 2025 ANNUAL MEETING OF

STOCKHOLDERS

Your attention is directed to the attached Proxy Statement, which fully describes these items.

Any action on the items of business described above may be considered at the 2025 Annual Meeting of Stockholders at the time and on the date specified above or at any time and date to which the 2025 Annual Meeting of Stockholders may be properly adjourned or postponed.

Holders of record of Diebold Nixdorf, Incorporated shares of common stock at the close of business on March 3, 2025 will be entitled to vote at the 2025 Annual Meeting of Stockholders.

The enclosed proxy card is solicited, and the persons named therein have been designated, by Diebold Nixdorf's Board of Directors.

March 14, 2025

(approximate mailing date)

DIEBOLD NIXDORF, INCORPORATED

350 Orchard Avenue NE

P.O. Box 3077 •North Canton, Ohio 44720

PROXY STATEMENT

2025 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

PROXY SUMMARY

This Proxy Statement is furnished to stockholders of Diebold Nixdorf, Incorporated ("Diebold Nixdorf," the "Company," "we," "our," and "us") in connection with the solicitation by the Board of Directors of proxies to be used at our 2025 Annual Meeting of Stockholders, and any postponements or adjournments of the meeting.

These proxy materials are being sent to our stockholders on or about March 14, 2025.

This proxy summary is intended to provide an overview of the information you can find elsewhere in this Proxy Statement. As this is only a summary, we encourage you to read the Proxy Statement in its entirety for more information about these topics before voting.

MEETING INFORMATION

PROPOSALS FOR YOUR VOTE AND BOARD RECOMMENDATIONS

Information on voting mechanics, approval requirements and related matters can be found in the "Voting Information" and "Other Matters" sections starting on pages 5 and 66, respectively.

OVERVIEW OF OUR BOARD NOMINEES

You are being asked to vote to elect each of the following nominees to our Board of Directors. The tables that follow provide summary information about our nominees. Detailed information about each director nominee's background, skills and expertise can be found in Proposal 1: Election of Directors on page 8.

See page 8 for more information on our considerations regarding nominees for director and additional detail regarding the key qualifications and skills of our 2025 nominees. Information about our directors' compensation and share ownership is provided on page 22.

PARTICIPATING IN THE 2025 ANNUAL MEETING OF STOCKHOLDERS

The 2025 Annual Meeting of Stockholders will be accessible live via the Internet. We have adopted a virtual meeting format to make participation accessible for stockholders from any geographic location with Internet connectivity. The accompanying proxy materials include instructions on how to participate in the meeting and how you may vote your shares of common stock.

You are entitled to participate in the 2025 Annual Meeting of Stockholders if you were a stockholder as of the close of business on March 3, 2025, the record date, or hold a valid proxy for the meeting. You may attend the 2025 Annual Meeting of Stockholders by joining us at 8:00 a.m. Eastetime on April 30, 2025 at www.virtualshareholdermeeting.com/DBD2025. To access the virtual meeting, you will be asked to enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the log-inprocess. This year's stockholder question and answer session will include questions submitted in advance of the 2025 Annual Meeting of Stockholders. You may submit a question in advance of the meeting atwww.proxyvote.comafter logging in with your control number. We will post questions and answers, if applicable to our business, on our Investor Relations website after the meeting.

We encourage you to access the 2025 Annual Meeting of Stockholders before it begins. Online check-inwill start shortly before the meeting on April 30, 2025. Beginning approximately 15 minutes before the start of the 2025 Annual Meeting of Stockholders, a technical support phone number will become available for any stockholders experiencing technical difficulties.

We hope you can attend the 2025 Annual Meeting of Stockholders, but if not, your vote and your feedback is still important. In either case, we encourage you to carefully review this proxy statement and provide your vote in advance of the meeting by phone, online at www.proxyvote.com, or by returning your completed proxy card to us.

VOTING INFORMATION

PROPOSAL 1: ELECTION OF DIRECTORS

OVERVIEW

The Nomination and Governance Committee evaluates the size of the Board from time to time commensurate with the evolving needs of the Company. In August 2024, the Board increased its size from eight to ten directors and appointed Dr. Colin J. Parris (on August 2, 2024) and Maura A. Markus (on August 6, 2024) to fill the resulting vacancies, for a term to expire at the 2025 Annual Meeting of Stockholders. The Board assigned Ms. Markus to the Board's Audit Committee and People and Compensation Committee and Dr. Parris to the Board's Audit Committee and Nomination and Governance Committee.

Effective at the 2025 Annual Meeting of Shareholders, the size of the Board will be reduced to eight directors. The Nomination and Governance Committee and the full Board have determined that eight directors is an appropriate size for our Board and the Company's current needs and will continue to provide us with the right mix of director skills and experiences necessary to support the Company and management.

As a result, two of our current directors will not be standing for reelection at the 2025 Annual Meeting of Shareholders. We would like to extend our sincere thanks to Ms. Bowen and Mr. Pearlman for their outstanding and dedicated service to the Company.

We are recommending that stockholders elect eight directors to our Board. Each of our nominees for director identified on the following pages is independent as defined by the corporate governance standards of the NYSE and the Company's Categorical Independence Standards for Directors, except for Mr. Marquez, our President and CEO.

If elected, each nominee will hold office for a term of one year from the date of the 2025 Annual Meeting of Stockholders or until the election and qualification of a successor. In the absence of contrary instruction from a stockholder, the Proxy Committee will vote the proxies for the election of each of the eight nominees.

In the unlikely event that, for any reason, any nominee for director is not available for election when the election occurs, the Proxy Committee, at its option, may vote for substitute nominees recommended by the Board whether or not any other nominations are properly made at the 2025 Annual Meeting of Stockholders. Alternatively, the Board may reduce the number of nominees for director. The Board has no reason to believe that any of our nominees for director will be unable or unwilling to serve when the election occurs. Each of our nominees for election at the 2025 Annual Meeting of Stockholders has agreed to serve as a director, if elected.

OUR DIRECTOR NOMINEES

VOTE REQUIRED

Since this is an uncontested election (the number of nominees does not exceed the number of Director positions available), each nominee who receives the affirmative "for" vote from a majority of the votes cast by stockholders who are present or represented by proxy at the 2025 Annual Meeting of Stockholders and entitled to vote in the election of directors will be elected to serve as a director until the 2026 Annual Meeting of Stockholders.

BOARD RECOMMENDATION

The Board recommends that stockholders vote FOReach of its eight director nominees.

PROPOSAL 2: RATIFICATION OF

APPOINTMENT OF OUR INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

OVERVIEW

The Audit Committee has appointed KPMG LLP, our independent registered public accounting firm since 1965, to examine our accounts and other records for the year ending December 31, 2025. This appointment is being presented to you for ratification at the 2025 Annual Meeting of Stockholders. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider KPMG LLP's selection as the Company's independent registered public accounting firm. KPMG LLP has no financial interest, direct or indirect, in us or any of our subsidiaries.

A representative of KPMG LLP is expected to be present at the 2025 Annual Meeting of Stockholders to make a statement if he or she desires and to respond to appropriate questions.

AUDIT AND NON-AUDITFEES

The following table shows the aggregate fees billed to us for the annual audit and the review of the interim financial statements and other services provided by KPMG LLP for fiscal years 2024 and 2023.

POLICY ON AUDIT COMMITTEE PRE-APPROVALOF AUDIT AND PERMISSIBLE NON-AUDITSERVICES OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approveall audit and non-auditservices provided by the independent registered public accounting firm.

These services may include audit services, audit-related services, tax services and other services. Pre-approvalis generally provided for, and any pre-approvalis detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee has delegated pre-approvalauthority to the Chair of the Audit Committee when expedition of

services is necessary, provided that the Chair must report any decisions to pre-approveto the full Audit Committee at its next scheduled meeting. All of the fees included under the categories "Audit-Related Fees," "Tax Fees" and "All Other Fees" above were pre-approvedby the Audit Committee. None of these fees were approved by the Audit Committee after services were rendered pursuant to the de minimis exception established by the SEC.

VOTE REQUIRED

The affirmative "for" vote by a majority of the votes cast by stockholders who are present or represented by proxy at the 2025 Annual Meeting of Stockholders is required to approve this Proposal 2. Brokers are expected to be able to vote on this Proposal 2 without receiving express instruction from a beneficial owner. "Abstain" votes will have no impact on this Proposal 2.

RECOMMENDATION OF THE BOARD

The Board recommends a vote FORthe approval of this Proposal 2.

PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION

OVERVIEW

As required by Section 14A of the Exchange Act and pursuant to Rule 14a-21(a)promulgated thereunder, we are providing our stockholders the opportunity to cast an advisory (non-binding)vote on the compensation paid to our named executive officers. While this is an advisory vote, and therefore not binding on us, the Board values the opinions of our stockholders. The People and Compensation Committee reviews the results of voting on this proposal and takes them into consideration when making future decisions regarding named executive officer compensation. Under current Board policy, the advisory vote for approval of named executive officer compensation occurs annually. After the 2025 Annual Meeting of Stockholders, the next such vote will occur at our 2026 Annual Meeting of Stockholders.

The "Compensation Discussion and Analysis" and "Executive Compensation Matters" sections of this Proxy Statement describe our executive compensation program in detail, as well as the decisions and rationale of our People and Compensation Committee in regard to that program. Our executive pay program is designed to enable us to attract, retain and motivate high quality executives who will provide us with dynamic leadership and are instrumental to our success. We emphasize performance-based variable pay by delivering a substantial portion of executive compensation opportunities through annual cash bonuses and long-term incentives and seek to provide total pay that is commensurate with our performance and competitive with our peer group. Accordingly, we are asking our stockholders to vote FOR the following resolution:

"RESOLVED, that the compensation of our named executive officers as disclosed pursuant to the compensation rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement, is hereby APPROVED."

VOTE REQUIRED

The affirmative "for" vote by a majority of the votes cast by stockholders who are present or represented by proxy at the 2025 Annual Meeting of Stockholders is required to approve this Proposal 3. "Abstain" votes and "broker non-votes"will have no impact on this Proposal 3.

RECOMMENDATION OF THE BOARD

The Board recommends a vote FORthe approval of this Proposal 3.

CORPORATE GOVERNANCE

Our Board is committed to strong corporate governance principles and practices to ensure that the Board most effectively and efficiently serves in its oversight obligations. This section provides an overview of the current organization of the Board, its committees, responsibilities and other related topics and initiatives.

BOARD LEADERSHIP STRUCTURE

Since September 2023, the Board has separated the roles of Chair and Chief Executive Officer, and since that time Patrick J. Byrne has served as non-executiveChair of the Board.

The Board does not maintain a policy requiring the Chair to be a non-executiveBoard member, nor does it require the Chair and Chief Executive Officer roles to be separated. However, when the Chair is also an executive of the Company, the independent members of the Board have historically appointed a Lead Independent Director. The Lead Independent Director is selected among the Board's independent directors and the role's duties include, among others, presiding at all meetings of the Board at which the Chair is not present, presiding over executive sessions of the independent directors, and providing direction on agendas, schedules, and materials for Board meetings.

The Board will continue to periodically assess and adjust our leadership structure as needed in consideration of emerging corporate governance standards, market practices and our specific circumstances and needs.

BOARD AND DIRECTOR EVALUATION

In accordance with governance best practices and stock exchange requirements, the Nomination and Governance Committee authorizes our Board Chair to conduct an annual evaluation of the overall performance and effectiveness of the Board, and each Board committee annually conducts a live performance evaluation. The nature and format of the Board evaluation process is fluid and is structured in the fashion that is expected to provide the Board with the most useful and actionable information. In 2024, the Board conducted its evaluation through individual interviews with each director led by its Chairman of the Board and Chief Legal Officer and subsequently held a live discussion during which the Board discussed its performance, as well as its opportunities to further enhance its performance in the coming year.

BOARD MEETINGS AND EXECUTIVE SESSIONS

The Board held 5 regular meetings and 1 special meeting during 2024.

All of our directors attended 75% or more of the aggregate of all meetings of the Board and the Board committees on which they served in 2024 during the time they served on the Board or such Board committees.

In accordance with the NYSE's corporate governance standards, our independent directors regularly meet in executive session without management present, generally following each regularly scheduled Board meeting. In addition, on occasion, our independent directors will meet in executive session prior to the start of or following a Board meeting. Since his appointment to the Board, Mr. Byrne, our non-executiveBoard Chair, has presided over these executive sessions. The executive sessions of each Board committee are overseen by the respective committee chair.

While we do not have a formal policy regarding directors' attendance at the Annual Meeting of Stockholders, it is expected that all directors attend the Annual Meeting of Stockholders unless there are extenuating circumstances for non-attendance.Each director who was a director as of the 2024 Annual Meeting of Stockholders attended that meeting.

BOARD RISK OVERSIGHT

The Board and its committees collectively play an active role in overseeing management of our risks and in helping establish an appropriate risk tolerance for the Company. The Board oversees our risk strategy and effectiveness; however, management is responsible for identifying risks inherent in our business and implementing and supervising day-to-dayrisk management and mitigation. In addition to discussion of risk management with the full Board, the Board and the appropriate committees receive regular reports from our senior management on areas of material risk within the committee's substantive focus, including operational, financial, strategic, compliance, cybersecurity, competitive, reputational, and legal and regulatory risks. The Board also meets with senior management as part of each Board meeting, and more frequently as needed, to discuss strategic planning, including the key risks inherent in our short- and long-term strategies. Senior management then provides the Board with periodic updates throughout the year with respect to these strategic initiatives and the impact and management of these key risks.

We also have robust internal dialogue among our operations, information security, technology, finance, compliance, treasury, tax, legal and internal audit departments, among others, whenever a potential risk arises. These discussions are escalated to our President and Chief Executive Officer, Chief Financial Officer, Corporate Controller, Chief Legal Officer, Chief People Officer, and/or Chief Information Security Officer, Vice President, Internal Audit and other Vice Presidents of our various divisions and regions, as appropriate, with open lines of communication among them, the Board's committees, and the entire Board.

We believe that the Board's approach and continued evaluation of its risk oversight enhances its ability to assess the various risks, make informed cost-benefit decisions, and approach emerging risks in a proactive manner for the Company. We also believe that our Board leadership structure complements our risk management structure because it allows our independent directors to exercise effective oversight of the actions of management in identifying risks and implementing effective risk management policies and controls.

BOARD COMMITTEES AND COMPOSITION

The Board's current standing committees are the Audit Committee, Nomination and Governance Committee, and People and Compensation Committee. Each committee's members, its meetings during 2024, and its functions are described below. The Board reviews committee membership, charters and responsibilities every year and will do so again following the 2025 Annual Meeting of Stockholders.

CORPORATE GOVERNANCE MATERIALS AVAILABLE ON OUR WEBSITE

Copies of the following documents, among others, are available on our investor relations website (investors.dieboldnixdorf.com) in the Governance section under the Policies and Charters tab:

The Company's website and the information contained therein or connected thereto are not intended to be incorporated by reference into this Proxy Statement.

For a discussion of our Insider Trading Policy, which prohibits hedging or pledging of our shares by our directors, officers and employees, see "Compensation Discussion and Analysis-Insider Trading Policy" below.

DIRECTOR INDEPENDENCE

The Board determined that each of our current directors, Patrick J. Byrne, Arthur F. Anton, Marjorie L. Bowen, Matthew J. Espe, Mark Gross, Maura A. Markus, David H. Naemura, Dr. Colin J. Parris and Emanuel R. Pearlman, has no material relationship with the Company and is independent under our director independence standards, the NYSE's director independence standards, and the SEC's independence requirements, as applicable and as currently in effect. In making these determinations, the Board considered the business, professional or familial relationships of each of the directors in 2024, including relationships between the Company and related entities where our directors also serve as directors (which relationships the Board considered as part of its determinations and concluded did not impair the independence of the respective director). Octavio Marquez does not satisfy these independence standards because he is employed by us as our President and CEO in addition to his role as director.

RELATED PERSON TRANSACTION POLICY

Pursuant to our director independence standards, discussed above, and our Corporate Governance Guidelines, we do not engage in transactions with non-employeedirectors or their affiliates if a transaction would cause an independent director to no longer be deemed independent, would present the appearance of a conflict of interest or is otherwise prohibited by law, rule or regulation. This includes, directly or indirectly, any extension, maintenance or renewal of an extension of credit to any of our directors. This prohibition also includes significant business dealings with directors or their affiliates, charitable contributions that would require disclosure in our proxy statement under the rules of the NYSE, and consulting contracts with, or other indirect forms of compensation to, a director. Any waiver of this policy may be made only by the Board and must be promptly disclosed to our stockholders.

In 2024, we did not engage in any related person transaction(s) requiring disclosure under Item 404 of Regulation S-K.

COMMUNICATIONS WITH DIRECTORS

The Company's Board of Directors provides a process for stockholders to send communications to the Board. Stockholders and interested parties may communicate with our Audit, Nomination and Governance, and People and Compensation Committee Chairs by sending an email to the address provided in the applicable committee description above or with our non-employeedirectors as a group by sending an email to [email protected].

Communications may also be directed in writing to such person or group at Diebold Nixdorf, Incorporated, Attention: Corporate Secretary, 350 Orchard Avenue NE, P.O. Box 3077, North Canton, Ohio 44720. The independent members of the Board have approved a process for handling communications we receive that are addressed to non-employeemembers of the Board. Under that process, the Corporate Secretary will review all such communications and determine whether communications require immediate attention. The Corporate Secretary will forward communications, or a summary of communications, to the appropriate director or directors.

CODE OF BUSINESS ETHICS

Our directors, executive officers and employees are required to comply with the policies and protocols concerning business ethics and conduct provided in our Code of Business Ethics. The Code of Business Ethics ties our core values to the ethical principles that guide our business decisions. The Code of Business Ethics also provides clear information on the resources available for directors, executive officers and employees to ask questions and report unethical behavior. All directors have received training specific to the Code of Business Ethics.

The Code of Business Ethics applies to us, including all of our domestic and international affiliates and subsidiaries. The Code of Business Ethics describes certain responsibilities that our directors, executive officers and employees have to the Company, to each other and to our global partners and communities. It covers many topics, including compliance with laws, including the Foreign Corrupt Practices Act and relevant global anti-corruption laws, conflicts of interest, protection of intellectual property and competitive and confidential information, as well as maintenance of a respectful and non-retaliatoryworkplace. The Code of Business Ethics also includes and links to our Conflicts of Interest Policy, which further details the requirements for our directors, officers and employees to avoid conflicts and disclose any potential conflicts, including conflicts that may result from related party transactions. In addition, our employees are required to report any conduct that they believe in good faith to be a violation of the Code of Business Ethics.

Our Audit Committee has procedures to receive, retain and evaluate complaints regarding accounting, internal financial controls or auditing matters, and to allow for the confidential and anonymous submission of concerns regarding questionable practices or potential violations of our policies, including the Code of Business Ethics.

PEOPLE AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of our People and Compensation Committee during the year ended December 31, 2024 were Matthew J. Espe, Patrick J. Byrne, Maura A. Markus, David H. Naemura and Emanuel R. Pearlman. No member of the People and Compensation Committee is currently, or during the year ended December 31, 2024 was formerly, an officer or employee of the Company or any of its subsidiaries or affiliates. During the year ended December 31, 2024, no member of the People and Compensation Committee had a relationship that is required to be disclosed under Securities and Exchange Commission rules regarding related-party transactions. During the year ended December 31, 2024, none of the Company's executive officers served on a board of directors or compensation committee (or a committee serving a similar function) of any entity that had one or more of its executive officers serving on the Company's Board of Directors or the People and Compensation Committee.

DIRECTOR ORIENTATION AND EDUCATION

In August 2024, we onboarded two new directors. The onboarding process for each of our new directors included extensive one-on-onemeetings between each new director and our executive leaders, travel to our facilities in Ohio to further engage with management and to visit our operations, and formal and informal Board meetings which, in addition to addressing substantive matters were intended to develop partnership and teamwork among the Board. As part of our onboarding efforts, we seek to educate new directors on the fiduciary and public company obligations of Board members, the history of our Company, our strategic plans, significant financial matters, organizational and operational overview, core values, ethics and compliance programs (including our Code of Business Ethics), corporate governance practices and other key policies and practices.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

As a global company, we are committed to protecting the environment, caring for our people and the communities in which we live and work, and continually enhancing our governance to ensure best practices in all we do as an organization. We strive to advance solutions and practices that are sustainable, equitable and best in class as a corporate citizen. Our ESG Report is available on our website at https://www.dieboldnixdorf.com/en-us/about-us/esg/. The Company's website and the information contained therein or connected thereto are not intended to be incorporated by reference into this Proxy Statement.

BENEFICIAL OWNERSHIP

BENEFICIAL OWNERSHIP OF SHARES

The table below sets forth the beneficial ownership of each person who has publicly reported ownership of more than 5% of the Company's shares of common stock. To our knowledge, except for the stockholders listed below, no person beneficially owned more than five percent of our outstanding shares of common stock as of March 3, 2025. The information provided below was derived from reports filed with the SEC by the beneficial owners on the dates indicated in the footnotes below.

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table shows the beneficial ownership of the Company's shares of common stock, including those shares that individuals have a right to acquire (for example, through exercise of options) within the meaning of Rule 13d-3(d)(1)under the Exchange Act, by (1) each director and nominee, (2) each of our named executive officers, and (3) all directors and executive officers as a group as of March 3, 2025.

EQUITY COMPENSATION PLAN INFORMATION

The following table shows the Equity Compensation Plan Information of the Company for year ending December 31, 2024.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our shares of common stock, to file with the SEC reports of ownership of our securities on Form 3 and changes in reported ownership on Form 4 or Form 5, as applicable. Such directors, executive officers and greater than 10% stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of the reports furnished to us, or written representations from reporting persons that all other reportable transactions were reported, we believe that during the year ended December 31, 2024, all of our directors, executive officers and greater than 10% stockholders timely filed all reports they were required to file under Section 16(a).

COMPENSATION OF DIRECTORS

Director compensation is determined by the Board at the recommendation of the People and Compensation Committee. With respect to the Company's non-employeedirectors, it is our goal to provide directors with fair and competitive compensation that also enhances their alignment with the interests of our stockholders. Each non-employeedirector may receive equity awards under our Diebold Nixdorf, Incorporated 2023 Equity and Incentive Plan (the "2023 Plan"). Historically, we have aimed to provide a balanced mix of cash and equity compensation to our directors that targets the directors' total pay at the median of a peer group of companies in similar industries and of comparable size and revenue. This peer group is the same group used by our People and Compensation Committee for benchmarking executive compensation, which is discussed in more detail below in "Role of Peer Companies and Competitive Market Data" under "Compensation Discussion and Analysis." A director may elect to defer receipt of all or a portion of his or her compensation pursuant to the Deferred Compensation Plan No. 2 for Directors, as amended.

2024 DIRECTOR COMPENSATION PROGRAM

Cash retainers for directors are fixed at an annual rate of compensation, but are paid to the directors in equal, quarterly installments. The fees for a director who joins or leaves the Board or assumes additional responsibilities during the year are pro-ratedfor his or her period of actual service.

Our non-employeedirectors receive a cash retainer at an annual rate of $100,000. Our non-executiveChairman of the Board receives an additional cash retainer at an annual rate of $100,000. In addition, non-employeedirectors who serve as the chair for a Board committee will receive an additional annual cash retainer at an annual rate of $25,000 for each chair role. Directors do not receive an additional cash retainer for service on a committee (other than as Chair).

Additionally, non-employeedirectors receive an annual restricted stock unit grant having an aggregate grant date value equal to $200,000. However, no non-employeedirector who received the 2023 director emergence grants (described below) will be eligible to receive an annual restricted stock unit grant until the 2023 director emergence grants have fully and completely vested.

2023 DIRECTOR EMERGENCE GRANTS

In connection with the Company's reorganization in August 2023, the Company awarded certain RSUs and options to its directors at the time. Following emergence from the reorganization process, in December 2023 the Company awarded a one-timegrant of 40,000 restricted stock units ("RSUs") to each non-employee director.This grant approximated $1,160,000 in value at the time of grant. Each RSU award provides for dividend equivalent rights, which permits the director to receive, on the RSU settlement date, the aggregate cash value of all dividends that were paid to holders of Company common stock during the vesting period of the RSUs. Additionally, the Company awarded each non-employee directora one-timeoption grant covering 80,000 shares of common stock at an aggregate grant date fair value of $1,162,400 and awarded the non-executiveChairman of the Board a one-timeoption grant of 100,000 shares of common stock at an aggregate grant date fair value of $1,453,000. These RSUs and options vest in equal annual installments over a four-year period and were intended to provide the directors with a significant performance incentive and a direct connection to our stockholders by providing the directors with a significant four-year equity stake in the Company at once, rather than by providing annual equity grants over the next four years.

DIRECTOR STOCK OWNERSHIP GUIDELINES

The Board has adopted ownership guidelines to align with the practices of our peer group (discussed further below under "Role of Peer Companies and Competitive Market Data" under "Compensation Discussion and Analysis") which are intended to build share ownership among non-employeedirectors and ensure that their long-term economic interests are aligned with those of other stockholders. Each non-employeedirector is expected to own shares of common stock of the Company valued at least five times his or her annual cash retainer. Both unvested and deferred shares and shares of Company common stock owned outright are counted toward achievement of the guidelines.

2024 DIRECTOR COMPENSATION

The following table details the compensation of our non-employeedirectors for 2024:

IDENTIFYING AND EVALUATING

DIRECTOR NOMINEES

We elected two new directors during 2024: Maura A. Markus and Dr. Colin J. Parris, who have been serving as directors since August 2024. Patrick J. Byrne, Matthew J. Espe, Mark Gross and David H. Naemura have been serving as directors since September 2023. Arthur F. Anton was elected to the Board at the 2019 Annual Meeting of Stockholders. We believe our directors bring a wide array of thoughts, backgrounds, skills, experiences and expertise to the boardroom.

IDENTIFICATION AND EVALUATION OF DIRECTOR NOMINEES

The Nomination and Governance Committee considers many methods for identifying and evaluating potential director nominees, establishes plans for any anticipated vacancies, and regularly reviews the appropriate size and makeup of the Board. When vacancies arise or are anticipated, the Nomination and Governance Committee considers candidates identified in a variety of ways. Candidates may be introduced to the Nomination and Governance Committee through current Board members, professional search firms, stockholders or other persons. We also periodically engage with stockholders for their input and views regarding our Board's succession planning.

The Nomination and Governance Committee also considers stockholder nominations for candidates for the Board. Following verification that a stockholder's candidates have been properly submitted in accordance with our Bylaws and applicable law, these recommendations are considered by the Board Nomination and Governance Committee at regularly scheduled meetings.

In evaluating nominees for director, including the re-nominationof continuing directors, the Nomination and Governance Committee considers many factors in order to maintain and strengthen the talent and capabilities of the Board and its committees, consistent with our Corporate Governance Guidelines and other criteria established by the Board. The Nomination and Governance Committee's objective is to create a well-balanced Board that combines broad business and industry experience with comprehensive background characteristics and professional viewpoints. Together, these considerations enable us to appropriately pursue our strategic objectives domestically and abroad.

Qualifications for Board service have not otherwise been reduced to a checklist of specific standards or minimum qualifications, skills or qualities. Rather, the Nomination and Governance Committee decides which nominees to recommend based on the facts and circumstances at the time. Applicable considerations for new nominees or for directors potentially standing for re-electioninclude:

Of particular interest in recent searches were individuals with experience in the banking and technology sectors.

The full Board is responsible for the final approval of any director nominee. The Nomination and Governance Committee believes that each of our nominees for director satisfies the qualifications described above and brings valuable experience, skills and qualifications to the Board. Detailed information about the background, experience and qualifications for each of our director nominees is provided in Proposal 1: Election of Directors.

STOCKHOLDER NOMINEES

POLICY & PROCEDURE

The policy of the Nomination and Governance Committee is to consider properly submitted stockholder nominations for candidates for membership on the Board as described above under "Identification and Evaluation of Director Nominees." In evaluating stockholder nominations, the Nomination and Governance Committee considers whether the nominee will contribute to the balance of knowledge, experience and capability of the Board and is able to satisfy the membership criteria set forth above.

The Nomination and Governance Committee will consider any stockholder nominations for director that are properly proposed and meet the requirements set out in our Bylaws, which include but are not limited to:

Stockholder nominations should be addressed to Diebold Nixdorf, Incorporated, Attention: Corporate Secretary, 350 Orchard Avenue NE, P.O. Box 3077, North Canton, Ohio 44720. For important additional information related to proposal requirements, including requirements concerning the timing of stockholder nominations, see "Stockholder Proposals" below.

PROXY ACCESS

Our Bylaws provides for proxy access, which allows a stockholder, or a group of up to 20 stockholders in the aggregate, who or which has owned 3% or more of our outstanding shares of common stock continuously for at least three years, to nominate director nominees constituting up to 20% of the number of directors in office or two nominees, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws. Nominees who are submitted by stockholders (or groups) meeting the proxy access requirements and who themselves meet the requirements specified in our Bylaws will be included in our proxy materials for consideration by our stockholders at the applicable stockholder meeting.

EXECUTIVE COMPENSATION MATTERS

PEOPLE AND COMPENSATION COMMITTEE REPORT

The People and Compensation Committee has reviewed and discussed with management the "Compensation Discussion and Analysis" below. Based on its review and discussions, the Committee recommended to the Board that the "Compensation Discussion and Analysis" be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-Kfor the year ended December 31, 2024.

The foregoing report was submitted by the People and Compensation Committee of the Board and shall not be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Exchange Act.

The People and Compensation Committee:

Matthew J. Espe, Chair

Patrick J. Byrne

Maura A. Markus

David H. Naemura

Emanuel R. Pearlman

COMPENSATION DISCUSSION AND ANALYSIS

Our People and Compensation Committee, or the "Committee," has oversight responsibility for the development and administration of our executive compensation policies and programs. This Compensation Discussion and Analysis, or "CD&A," provides an overview of the Committee's compensation philosophy and practices and describes the material components of and decisions regarding our executive pay program for 2024. This CD&A focuses on the following individuals who have been identified as our named executive officers, or "NEOs," for 2024.

To assist stockholders in finding important information, this CD&A is organized as follows:

TABLE OF CONTENTS

2024 YEAR IN REVIEW

We are pleased to have delivered a strong financial performance during 2024, demonstrating our continued commitment to providing best-in-classsolutions to meet our customers' complex needs and to enhancing long-term shareholder value. Our performance was driven by our successful implementation of significant operational improvements, our continued disciplined approach to capital allocation, debt repayment, and balance sheet management, and our strategic advances in the Retail and Banking sectors. Through this approach, we generated the Company's highest free cash flow in nearly ten years, repaid $338 million of debt, received credit rating and outlook upgrades from Moody's Ratings and S&P Global Ratings, and established a strong foundation for long-term growth.

During the year, we renewed our commitment to operational excellence across the Company. We conducted Shingijutsu Kaizen events at our manufacturing facilities which enabled us to identify and execute on opportunities for process improvement. As a result, we implemented lean operating principles which have helped us to reduce waste and drive efficiency. Throughout our mission to revamp our operations, our team has displayed remarkable resilience in overcoming challenges and pursuing continuous improvement.

During 2024, we also realized meaningful strategic achievements across both our Banking and Retail businesses. With respect to our Banking business, we secured significant deals with key customers and expanded our market presence in several emerging markets, including through (i) an agreement for new DN Series^® ATMs and three years of services with one of the top three U.S. banks; (ii) a deal with a leading bank in WesteEurope for DN Series^® multifunction ATMs and a five-year managed services agreement, valued at more than $20 million; and (iii) major contracts in Brazil, the Middle East, and the Asia-Pacific region as financial institutions around the world continue to invest in their self-service channels by recycling ATMs and executing supporting service agreements.

Despite facing various macroeconomic challenges over the year we reinforced our position as a leader in self-checkout and self-service kiosk technology and related services. To that end, we (i) executed a nearly $10 million agreement with a major U.K.-based retailer to provide installation and maintenance services as well as self-checkout and kiosk technology; (ii) closed a deal valued at more than $9 million to provide various store and SCO technology to a global grocery store chain; and (iii) entered into other significant contracts with leading QSR brands. As the sector continues to stabilize in 2025, we anticipate increased growth of our Retail business.

In keeping with the Compensation Committee's commitment to ensuring that our executive compensation program closely aligns NEO compensation with Company performance, our NEOs earned incentives under both our annual incentive plan and long-term incentive plan for 2024. We believe that the incentives earned appropriately reward our NEOs and reflect the Company's overall compensation philosophy. See the chart below and the discussion under the heading "2024 Compensation Elements" for further details.

As part of our dedication to maximizing shareholder value, our Board of Directors authorized a new share repurchase program whereby the Company may repurchase up to $100 million in shares of our common stock. We intend to further enhance shareholder value in 2025 by continuing to focus on the complexities underlying our customers' needs amid a rapidly evolving macroeconomic climate and adapting our processes and offerings so that we can continue providing innovative solutions which our customers tuto time and time again.

2024 COMPENSATION ELEMENTS

BASE SALARIES

Base salary is intended to compensate the executive fairly and competitively for the responsibility and scope of the position. The Committee reviews the salaries of our NEOs annually against competitive market data. The Committee considers a combination of competitive market data, individual and Company performance, internal equity considerations, promotions, and the NEO's specific responsibilities when determining whether a salary adjustment is warranted and the amount of the adjustment.

For 2024, the Committee approved the following base salaries for each of the NEOs:

ANNUAL INCENTIVE PLAN

All NEOs are eligible to participate in our annual incentive plan, a performance-based cash incentive program.

Compensation Opportunities

Early in each fiscal year, the Committee approves target annual incentive opportunities (based on a specified percentage of base salary) for each NEO, as well as threshold and maximum opportunities. For 2024, NEOs would eathe threshold and maximum opportunity upon achieving between 90% and 115% of the target objective, except that the Committee set a narrower opportunity band for the Revenue performance objective of 97% at threshold and 105% at maximum to reflect the importance of hitting plan in the first year after restructuring and to ensure no payment would be paid for this metric if performance fell below prior-year actual results.

Depending upon the level of achievement against the performance objectives for the annual incentive plan, the cash incentives ultimately paid to an NEO may range from 0% to 150% of the target opportunity. Compensation opportunities under the annual incentive plan could not exceed 150% of the target opportunity in 2024. These awards are subject to our Clawback Policy, as discussed in the "Other Compensation Policies" section below.

For 2024, the Committee did not make any year-over-year changes to the target opportunities (as a percentage of base salary) for any NEO, including Mr. Marquez, other than adjustments for individuals assuming new or expanded roles within the organization. Accordingly, the Committee approved the following compensation opportunities for the NEOs under the 2024 annual incentive plan:

Plan Design and Outcomes

The 2024 annual incentive plan, designed by the Committee, focused on three important drivers of Company performance - Constant Currency Revenue (20% of the bonus opportunity), Non-GAAPOperating Profit (40% of the bonus opportunity, referred to as Non-GAAPOP), and Unlevered Free Cash Flow (40% of the bonus opportunity, referred to as UFCF). Successful achievement against these metrics funds the annual incentive plan pool for the entire Company (including for non-NEOs),from which individual bonuses would be paid. A Constant Currency Revenue performance objective incentivizes top-linegrowth and manufacturing efficiency, Non-GAAPOP serves as a barometer for overall profitability and future liquidity and serves to balance against a revenue-at-allcosts approach, and UFCF incentivizes efficient conversion of the Company's profitability to cash.

The following table shows the performance objectives set for each of the metrics included in the 2024 annual incentive plan, as well as the resulting achievement against those objectives as certified by the Committee.

The Named Executive Officers achieved a weighted payout of 100.22% of target. Accordingly, the Named Executive Officers earned the annual incentives set forth in the table below:

2024 LONG-TERM INCENTIVES

The Committee granted long-term incentives to the NEOs through two vehicles: performance cash awards and restricted stock unit awards.

2024 Compensation Opportunities

During the first quarter of each fiscal year, the Committee approves an aggregate target long-term incentive opportunity (generally based on a specified percentage of base salary) for each NEO. To determine the aggregate long-term incentive target opportunity levels for our NEOs, the Committee considers competitive market data, potential future contributions to our business, internal equity, and management's recommendations. The following table summarizes the aggregate target long-term incentive opportunities set for each of the NEOs for 2024.

Consistent with the Committee's typical cadence for making compensation decisions, long-term incentives were granted to the NEOs in March 2024, 50% in the form of performance cash awards subject to a three-year performance measurement period, and 50% in the form of restricted stock units, subject to three-year ratable vesting. We believe a weight of 50% for the performance component of the long-term incentive promotes strong alignment between our NEOs' pay outcomes, our stockholders' experience as holders of our shares of common stock and promotes the achievement of specific long-term outcomes for the Company.

Grant of 2024-2026 Performance Cash Awards (50% of 2024 Long-Term Incentive Grant)

In March 2024, the Committee granted performance cash awards to the NEOs covering a three-year performance period beginning on January 1, 2024 and concluding on December 31, 2026. The Committee granted performance cash awards to the NEOs to link a significant portion of compensation to the achievement of the Company's key, long-term financial goals. Performance against these objectives can result in an NEO earning more (or less) cash than the target cash award granted to the NEO. The Committee believed it was prudent to grant performance cash awards in lieu of stock-based performance share units in order to reduce the Company's overall equity-based burate in 2024, particularly given that other long-term incentive awards (such as the grants made in connection with the Company's emergence from restructuring) were made in equity-based vehicles.

For 2024, the Committee returned to a comprehensive three-year performance period for the performance-based component of the long-term incentive program (as opposed to three one-yearperformance periods as established for the performance cash awards granted in 2023). The Committee established two performance objectives, Cumulative EBITDA (comprising 75% of the award) and Cumulative Revenue (comprising 25% of the award), with performance to be measured over the entire three-year period.

Grant of 2024 Restricted Stock Unit Awards (50% of 2024 Long-Term Incentive Grant)

Restricted Stock Units provide NEOs with a direct incentive for building shareholder value remaining with the Company over the long-term, while helping the NEOs establish and maintain robust share ownership positions. These awards are subject to our other compensation policies generally, such as our Clawback Policy, as discussed in "Other Compensation Policies" below.

To determine the number of RSUs granted to our NEOs each year, the Committee considers competitive market data, individual performance, potential future contributions to our business, internal equity, and management's recommendations (for roles other than their own). An NEO generally only receives the full amount of these RSUs if he or she remains employed with the Company until all vesting periods for the RSU have completed. The Committee determined that 2024 RSU grants would vest in three equal, annual installments on the anniversary of the grant.

LONG-TERM INCENTIVE PROGRAMS EARNED OR VESTED IN 2024

Payment of 2023 Deferred Cash Awards

In March 2023, the NEOs were granted deferred cash awards. The deferred cash awards were designed to mirror the retentive and compensatory aspects of restricted stock units but pay out in cash. The grants were provided as cash-based awards, rather than stock-based awards, given the Company's stock price at the time of grant and the significant impact the awards would have on the availability of shares under the Company's then-current equity incentive plan. The 2023 deferred cash awards vest in three equal installments on each anniversary of the grant date, March 28, 2023. During 2024, the following amounts vested under these awards:

2024 Tranche of the 2023-2025 Performance Cash Awards

In March 2023, the NEOs were granted performance cash awards covering a three-year performance period beginning on January 1, 2023 and concluding on December 31, 2025 (the "2023-2025 Period"). Given industry volatility and headwinds facing the Company at the beginning of 2023, the award was structured so that performance metrics and objectives for the awards would be established early in the year for each fiscal year in the 2023-2025 Period. Achievement against the performance objectives for the year would be measured at the end of the year, and earned amounts for that year would be "banked", but not payable until after the completion of the 2023-2025 Period. For 2024, the Committee determined that the performance metrics and objectives for the awards would be consistent with the performance metrics and objectives established for the 2024 annual incentive plan. Because

the NEO must remain an employee of the Company throughout the entire 2023-2025 to receive any earned part of the award, earned amounts do not become reportable until the Company publishes its 2025 summary compensation table in its proxy statement for the 2026 annual meeting of stockholders, and accordingly are not reflected in the summary compensation table included in this proxy statement.

EMERGENCE GRANTS

In recognition of the significant efforts of the NEOs in leading the Company through restructuring and successfully emerging from restructuring, and to further motivate each NEO over the coming years through an incentive program aligned with the Company's pay-for-performancephilosophy, on January 19, 2024, the Committee approved emergence grants in the form of performance vested options and restricted stock units. Mr. Timko's emergence grants were awarded on his date of hire, May 17, 2024. As set forth in the following table, approximately 83% of the units underlying each individual's award were granted in the form of performance-vested stock options. The Committee believes that this highly performance-based equity mix will accelerate the Company's retuto profitable growth following its restructuring.

The price hurdles required to be achieved to eathe performance vested options were set at $65 per share (applicable to 40% of the options), $85 per share (applicable to 30% of the options), and $95 per share (applicable to 30% of the options), which represented premiums of 110%, 175%, and 207% of the closing price per share of Company common stock on the New York Stock Exchange on the date of grant ($30.90). As shown in the illustration below, the minimum four-year stock price compound annual growth rate ("CAGR") required for any of the performance stock options granted on January 19, 2024 to vest is 20.4%, and the majority of the award is "back-loaded" - requiring stock price growth CAGRs of 28.8% and 32.4%, respectively, to vest.

The RSUs vest in equal annual installments over a four-year period, whereas the options vest in full after four years, provided that each of the price hurdles have been achieved over the average twenty-trading day period prior to vesting. The Committee believes that the four year periods for the emergence grants further support a focus on longer-term decision making and emphasize the importance of sustainable growth and efficiency following the Company's emergence from restructuring.

BENEFITS AND PERQUISITES

We provide our North America-based executives with medical, dental, and life insurance under the same programs used to provide benefits to all North America-based associates within their applicable country of residence. Our executives may buy additional life insurance coverage at their own expense. The maximum life insurance coverage that may be purchased by an executive is $1 million. Our North America-based executives' personal benefits are not tied to individual or Company performance and changes to these benefits reflect changes to the benefits of all North America-based associates within their country of residence. Mr. Cantadurucu receives certain limited fringe benefits pursuant to his service agreement and Mr. Baur receives certain limited fringe benefits pursuant to his Amended and Restated Employment Contract, which are not tied to individual or Company performance.

Deferred Compensation

Our executives, including the NEOs, may elect to defer receipt of compensation from the annual incentive plan and performance-based shares pursuant to our Deferred Incentive Compensation Plan No. 2 (as discussed below under the "Non-QualifiedDeferred CompensationPlans" section). However, as in 2023, the Company did not offer enrollment into the plan during 2024. The investment options for cash deferrals into the plan (cash bonuses and dividends on deferred performance shares) currently mirror the investment options available in our 401(k) plan. The deferred compensation plan does not provide participants with additional pay, but merely provides a tax deferred investment vehicle. Moreover, we do not guarantee any specific rate of retuto participants and we do not contribute to the retuthat may be earned.

Retirement

We maintain qualified and non-qualifiedretirement programs for our U.S. executives. Our U.S. executives, including the NEOs, participate in our defined contribution (401(k)) plan on the same terms as all U.S.-based associates.

Mr. Cantadurucu participates in the Diebold Nixdorf Defined Contribution Pension Plan pursuant to his service agreement. The Diebold Nixdorf Defined Contribution Pension Plan is a contribution-defined pension system and is based on a one-timepayout or multiple payouts, governed by the rules outlined in the Diebold Nixdorf Defined Contribution Pension Plan. His service agreement in effect provides for certain annual contributions at a rate of 8% of his base salary and applicable bonus payments.

As an employee of our Swiss subsidiary, Diebold Self-Service Solutions Sàrl, Mr. Bauer is eligible to participate in our Swiss Pension Plan. Swiss Life Collective BVG Foundation ensures the Swiss Pension Plan meets the mandated requirements for minimum pension benefits under Swiss Law. The Swiss Pension plan is a cash balance formula, with contributions made by both our Swiss subsidiary and Mr. Baur. His total pension savings account balance represents contributions and interest relating to Mr. Baur's time with Diebold, as well as contributions and interest relating to his time with prior employers. The pension savings account grows each year with pay credits and interest.

Perquisites and Fringe Benefits

We provide our executives with limited perquisites. The Committee believes that these benefits are set at a reasonable level, are highly valued by recipients, have limited cost to the Company, are part of a competitive reward system, and help in attracting and retaining top management talent. The Committee periodically reviews our practices in this area and makes any necessary adjustments based on market trends and the cost to provide these benefits.

Perquisites received by all executives include reimbursement for financial planning services (the values of which vary by executive) and the option to receive a complete annual physical exam, which helps protect in small measure the investment we make in these key individuals. Perquisites for North America-based executives also include the payment of annual premiums for supplemental executive disability and life insurance.

Contractual fringe benefits paid to Mr. Cantadurucu under his service agreement included accident and liability insurance, health insurance, and subsidy pension insurance premiums paid by the Company, as well as lease payments on a Company car. Fringe benefits paid to Mr. Baur included car benefits.

AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS

Historically, to attract highly qualified candidates, the Company's practice has been to provide written offer letters to chief executive officer candidates which provide for an "at will" employment arrangement but include certain binding obligations on both the Company and the Chief Executive Officer. On February 9, 2022, we provided a written offer letter to our new President and Chief Executive Officer, Octavio Marquez. We also have provided written offer letters, which provide for an "at will" employment arrangement but include certain binding obligations, to Mr. Timko, Mr. Myers and Ms. Radigan. Such offer letters are discussed in more detail starting on page 49 of this proxy statement.

Mr. Cantadurucu was appointed Executive Vice President, Global Retail as of January 1, 2023, and entered into a service agreement with Diebold Nixdorf (UK) Limited on February 7, 2023. His service agreement is discussed in more detail under "Mr.Cantadurucu's Service Agreement."

Mr. Baur was appointed Executive Vice President, Operational Excellence as of January 15, 2024, and entered into an Amended and Restated Employment Contract with Diebold Self Service Solutions Sàrl on January 5, 2024. His contract is discussed in more detail under "Mr.Baur's Employment Contract."

Mr. Barna departed from his role as Executive Vice President and Chief Financial Officer of the Company as of May 16, 2024, and assumed the role of Executive Vice President, Transformation, through December 31, 2024. In connection with the foregoing, Mr. Barna entered into a Separation Agreement and Release with the Company on July 24, 2024. His separation agreement is discussed in more detail under "Payments and Benefits in Connection with Mr. Barna's Separation."

Severance and change in control benefits are available for each of our NEOs and Change in Control Agreements as described below.

Senior Leadership Severance Plan

Our Senior Leadership Severance Plan provides benefits for executives who are involuntarily terminated without "cause" or who resign from their employment for "good reason" (as each is defined in the plan), in each case separate from a change in control and subject to a general release of claims and acknowledgement of the executive's confidentiality, non-competitionand other applicable obligations. Upon a termination (other than in connection with a change in control), the plan provides for a lump sum payment equal to two times (for Mr. Marquez) and one and one-halftimes (for the other NEOs) the sum of the executive's base salary as was effect on the date of termination and the executive's target bonus opportunity under our annual incentive plan for the year of termination, a prorated payment of the executive's annual incentive for the year of separation if and to the extent an award is actually earned, and continued participation in all of our employee health and welfare benefit plans for the shorter of (i) two years (for Messrs. Marquez) or one and one-halfyears (for the other NEOs) and (ii) the date such NEO receives equivalent benefit coverage from a subsequent employer, among other benefits described in more detail under the heading "Potential Payments Upon Termination or Change in Control"beginning on page 53 of this proxy statement. Mr. Baur and Mr. Cantadurucu are not participants in the Senior Leadership Severance Plan but are entitled to statutory benefits under applicable foreign law in connection with separation from service.

In 2024, in connection with its periodic review of the Company's severance programs, the Committee approved a new Executive Severance Plan for new executive officers hired to the Company on or after August 1, 2024. The new executive severance plan changes (i) the calculation for involuntary "without cause" termination or "good reason" resignation cash severance from one-and-one-halftimes (1.5x) to one times (1x) the sum of the executive officer's base salary and target annual bonus, (ii) correspondingly reduces the period of benefits continuation to 12 months (from 18 months), and (iii) requires the forfeiture of restricted stock units, options, and performance stock units immediately at termination. However, executive officers employed by

the Company prior to November 1, 2024 and who were eligible to receive benefits under the Senior Leadership Severance Plan will continue to receive "without cause" or "good reason" severance benefits in accordance with that plan's terms.

Change In Control Agreements

The Committee believes that maintaining change in control arrangements with certain executive officers is in the best interests of stockholders. These arrangements allow executive talent to objectively evaluate the merits of transactions that could result in a change in control of the Company (and potentially a loss of employment for the executive) by providing benefits in the event the executive is terminated in connection with the change in control. Nearly all of the companies with which Diebold competes for executive talent maintain some form of change in control arrangements for their executive officers.

We maintain (or maintained) separate change in control agreements with each of the named executive officers except that Mr. Cantadurucu's change in control arrangements are specified within his service agreement, materially consistent with the terms and program available for our other NEOs. Because Mr. Baur is entitled to statutory benefits under Swiss law in connection with a separation from service, he does not have a separate change-in-controlagreement.

The change in control agreements provide protection if an executive is separated from employment with the Company within three years following a change in control. To receive benefits under a change in control agreement (i) the Company must undergo a change in control (as defined in the agreement) and (ii) the executive's employment must be terminated by the Company without "cause" or the executive must resign for "good reason" (as each term is defined in the agreement) within three years following the change in control. This is commonly referred to as a "double-trigger" change in control arrangement.

At a high level, the change in control agreements provide for a lump sum payment equal to two times the executive's base salary and target cash bonus and two years of continued participation in our health and welfare benefit plans, among other payments and benefits. These payments and benefits are described in more detail under the heading "Potential Payments Upon Termination or Change in Control"beginning on page 53 of this proxy statement.

The Committee periodically reviews our policy with respect to these change in control agreements and engages its independent compensation consultant to provide a competitive analysis of our practices. The Committee has determined that this type of agreement is still a valued component of overall compensation for purposes of attracting and retaining quality executive officers and, as such, the Committee continues to award these agreements to certain executives as it deems appropriate and consistent with business need. In late 2024, in connection with its periodic review of the Company's severance programs, the Committee approved a new form of change in control agreement for executives joining the Company on or after August 1, 2024 that provides for a reduced lump sum payment equal to one-and-onehalf times (1.5x) the executive's base salary and target cash bonus and 18 months of benefits continuation. All of this year's NEOs are party to, and will receive change-in-controlseverance benefits under, the prior form of change in control agreement or their other pre-existing change-in-control arrangements.

COMPENSATION PHILOSOPHY

EXECUTIVE COMPENSATION BEST PRACTICES

We aim to maintain best practices in executive compensation governance. Some of the following guidelines and policies are described in more detail below under "Other Compensation Policies"or elsewhere in this CD&A: