DIEBOLD NIXDORF, Inc (DBD) Business

BUSINESS

GENERAL. 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. Unless otherwise stated, U.S. dollar amounts within this annual report on Form 10-K are listed in millions.

Properties. The Company owns or leases and operates key manufacturing facilities and connected administrative spaces in North Canton, Ohio, Manaus, Brazil and Paderborn, Germany totaling approximately 2,700,000 square feet. The Company leases one building at the Paderborn, Germany site and owns the others. The North Canton, Ohio and Manaus, Brazil sites are leased by the Company. Our properties are utilized by both our Banking and Retail segments. The Company considers that its properties are generally in good condition, well maintained, and are suitable and adequate to carry on the Company’s business.

Strategy. The Company seeks to continually enhance the consumer journeys 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.

Strategic Priorities. The Company has established foundational priorities to support its business for the current environment and beyond. We are committed to a journey of continuous improvement, focusing on key elements to consistently deliver stakeholder value, driven by four elements: Grow the Business; Customer Centricity; Operational Excellence; and Make the Company a Great Place to Work.

These priorities have allowed us to focus our efforts on delivering innovative, industry-leading products while providing superior services to our diverse customer base.

Grow the Business. The Company is committed to driving sustainable growth by meeting or exceeding its targets for order entry, revenue, EBITDA, earnings per share and free cash flow. For the Banking segment, key growth initiatives are centered on enhancing Branch Automation Solutions and leveraging market-relevant, fit-for-purpose solutions for growth in India and other emerging markets. In the Retail business, priorities include growth through new customer wins, especially in the North America, and continued rollouts of Vynamic Smart Vision AI-enabled platform. These efforts are primarily supported by a focus on improving pricing discipline and achieving sustainable service margin expansion.

Customer Centricity. Delivering exceptional value to customers is a daily priority. This strategy emphasizes providing industry-leading service performance, growing the contract base and making it easier for customers to do business with the Company. The Company is also building a product- and platform-led technology model to ensure modularity, scalability and component reuse across industries. These initiatives are designed to increase customer satisfaction and continue to position the Company as a trusted partner.

Operational Excellence. Continuous improvement is at the heart of operational excellence. The Company is elevating its expertise in Lean principles, reducing financial close and forecast timelines, streamlining administrative functions and advancing supply chain and procurement capabilities. Completing key operational milestones and establishing a clear roadmap for technology-enabled initiatives are critical steps in this strategy. Developing artificial intelligence (AI) skills is also a key component to driving efficiency and innovation across the organization.

Make the Company a Great Place to Work. A safe, respectful and inclusive workplace is foundational to the Company’s success. The Company is dedicated to maintaining a safe work environment, cultivating a culture of respect and inclusion, and implementing meaningful actions to enhance employee engagement based on feedback. Protecting the organization against cyber and compliance incidents is also a key focus, ensuring that employees can thrive in a secure environment.

SERVICES AND PRODUCT SOLUTIONS. The Company offers a broad portfolio of solutions designed to automate, digitize and transform the way people bank and shop. As a result, the Company’s operating structure is focused on its two customer segments — Banking and Retail. Leveraging a broad portfolio of solutions, the Company offers customers the flexibility to purchase combinations of services, software and products that drive the most value to their business. The Company fields an integrated fleet to service solutions for both Banking and Retail customers, leveraging the Company’s global scale with local expertise to create efficiencies.

Banking. The Company provides integrated solutions for financial institutions of all sizes designed to help drive operational efficiencies, differentiate the consumer experience, grow revenue and manage risk. Nearly two-thirds of the world’s top 100 financial institutions rely on the Company’s solutions. Additionally, the Company’s global banking footprint spans all major geographic regions and is built on long-standing relationships, supported by hardware, software and services that modernize branch operations and elevate self-service experiences.

Services. Our Banking services provide integrated core operations supporting security and efficient cash management, with offerings including installation, maintenance, managed services, automation, and data intelligence via the AllConnect Data Engine.

Services is our largest revenue-generating area, covering product-related support, implementation and managed services — delivered remotely or onsite. The portfolio features contracted, preventive and on-demand maintenance, as well as comprehensive implementation solutions using global standards, single points of contact and local expertise. Managed services handle complete business processes and technology integration, with solutions for fleet and branch management, ATM as-a-service, cash cycle management, security and transaction

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oversight. We use data intelligence and AI to automate diagnostics, improve incident resolution and reduce maintenance risks. Our advisory team works with clients to enhance user experience, optimize operations, adjust staffing models and implement tech automation for branches and stores.

The Company’s new Branch Automation Solutions are designed to streamline and modernize the entire branch environment, integrating advanced self-service, cloud-native transaction processing, teller automation and cash management technologies. By automating routine transactions and optimizing branch workflows, these solutions enable financial institutions to enhance operational efficiency, reduce costs and deliver a seamless, differentiated customer experience.

Products. The Banking product portfolio includes ATMs, cash recyclers, dispensers, teller automation and advanced kiosks. As banks look to enhance self-service and reduce branch costs, we offer the DN Series—a suite of self-service solutions built on years of research and engineering that addresses diverse cash ecosystems and all branch transformation needs. These ATMs use Internet of Things (IoT) sensor technology and our cloud-based AllConnect Data Engine to boost performance and uptime through real-time data analysis and proactive issue resolution.

DN Series Cash Recyclers automate the cash management process by enabling our ATMs to dispense deposited cash, reducing replenishment time and cost, minimizing cash-in-transit trips, improving cash usability and usage transparency, and increasing customer satisfaction. Paired with teller automation, they create a closed-loop cash system at branches. The DN Teller Cash Recycler and Dual Tower Recycler support complete branch automation and offer market-leading cash capacity, lowering cash management expenses in high-volume locations.

Software. The Company's DN Vynamic software portfolio is a cloud-native platform designed to improve the consumer experience and support advanced transactions through open application program interfaces (APIs). It connects financial institutions and payment providers, eliminating internal silos for integrated operations. DN Vynamic portfolio provides analytic and transaction engines to enhance connectivity and interoperability. Professional service employees deliver a harmonized and tailored experience via systems integration, customization, project management and consulting to create fully integrated solutions for financial institutions.

Key Value Drivers

•Our DN Series recyclers are replacing legacy ATMs, as the lack of integration between branch and ATM cash ecosystems are driving redundancies and inefficiencies.

•We are providing customers with multi-vendor service capability in North America - which enhances flexibility and simplifies service management through a single vendor across the entire fleet.

•Managed ATM services are a growing portion of our business as financial institutions are increasingly outsourcing management of ATM fleets for improved cost efficiency, compliance, security and delivering against evolving consumer needs.

•We are strategically targeting growth markets, where there is significant cash usage or opportunity to replace legacy ATMs.

•We are intensely focused on optimizing the operations / margins via our Continuous Improvement and Lean initiatives.

Retail. The Company’s comprehensive suite of retail solutions, software and services improves the checkout process for retailers while enhancing shopping experiences for consumers. We employ a consultative approach intensely focused on creating a seamless customer experience. We maintain strong partnerships with retailers across Europe as a retail systems provider for a list of clients that includes 21 of the top 25 European retailers. Seven of the top ten Global Fortune 500 petroleum companies are also our customers.

Services. Our AllConnect Services for retailers cover maintenance, availability and support to optimize retail touchpoints like checkouts, self-service, mobile devices and store infrastructure. The portfolio features implementation services for expanding or upgrading stores, multivendor incident resolution and restoration, on-demand service desk support, managed remote monitoring of devices, planned software deployments, and global integration through professional services. We act as a single contact for planning and managing store openings, renewals and transformation, supporting third-party technology integrations.

Our remote services offer proactive incident detection, remote resolution and multivendor support. Predictive remote services use AI for device monitoring and downtime prevention, while our smart local services focus on break-and-fix work and preventive field maintenance, coordinated by remote teams with AI-assisted diagnostics to improve repairs.

Advisory Services clarify the retailer’s needs and analyze data on customer behavior and store operations to create efficiencies. We define checkout concepts and recommend technology solutions, balancing traditional checkouts, self-service and AI tools, alongside staff training to ensure smooth adoption and consumer acceptance.

Products. Our retail product portfolio features modular and integrated, electronic point-of-sale (EPOS) systems, plus self-service solutions such as self-checkouts (SCOs) and kiosks to meet evolving customer and automation needs. Supplementing the product portfolio is a broad range of peripherals, including printers, scales and mobile scanners.

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EPOS, SCOs and kiosks support low-touch, digital retail transactions. The Company’s DN Series EASY ONE is a flexible self-checkout platform for assisted and self-service options, improving efficiency and reducing costs. The DN Series EASY MAX Kiosk streamlines in-store tasks and order-taking, especially for quick-service restaurants, enhancing store automation. Our BEETLE POS system adapts to various retail environments, offering all-in-one and modular designs for different performance needs. The Company’s self-service solutions automate routine transactions across industries like grocery, general merchandise, fuel, convenience and hospitality, letting retailers redeploy staff to improve consumers’ experience.

Software. The Company's DN Vynamic Retail Platform is an open commerce platform that connects consumer experiences with retailers’ back-office operations efficiently and at scale. The portfolio includes industry-specific solutions for fuel, convenience, specialty, fashion and grocery, as well as platforms for digital receipts, rewards, data analysis and compliance.

The DN Vynamic suite provides modular tools for key retail functions including in-store checkout, cross-channel transactions, click & collect, ordering, returns and more. Products include Vynamic POS (transactions), Vynamic Digital (mobile), Vynamic Engage (loyalty), Vynamic Personal Shopper (mobile shopping), Vynamic Self-Service (multi-OS self-checkout), and Vynamic Smart Vision (AI shrink solution).

Vynamic Self-Service is an open and modular self-service software application powering DN Series self-service products. Vynamic SmartVision uses AI to reduce friction and minimize shrink losses by detecting loss sources at checkouts, recognizing products including fresh produce, verifying consumer age for certain restricted purchases, spotting suspicious behaviors and identifying safety hazards like spills or other potentially dangerous situations. We continue to expand AI capabilities for safer, smarter stores.

Key Value Drivers

•Our EPOS and SCO products address the shift to low-touch retail solutions and software-driven digital journeys.

•We are capitalizing on the need to solve the most common sources of loss / friction at self-service and traditional assisted checkouts through our AI-enabled software, which is designed to prevent shrink, age-restricted sales, product identification, etc.

•We believe we have an opportunity to expand penetration in North America – beyond what has traditionally been a European-focused footprint.

•Our DN Vynamic Retail Platform is connecting consumers, retail stores and back-office operations in a scalable and efficient way.

COMPETITION. The Company competes with global, regional and local competitors to provide technology solutions for financial institutions and retailers. The Company differentiates its offerings by providing a wide range of dynamic solutions that leverage innovations in advanced security, biometric authentication, AI, mobile connectivity, contactless transactions, cloud computing and IoT.

Competitors in the self-service banking market include NCR Atleos, Hyosung TNS, Hitachi Channel Solutions Corp., OKI Electric Industry Ltd., GRG Banking Co Ltd., Glory Ltd. and Triton Systems Inc., as well as a number of local manufacturing and service providers.

In the self-service banking software market, the Company, in addition to the key hardware players, competes with several companies like KAL ATM Software GmbH, Fiserv, Inc., Auriga SpA, ESQ Data Solutions and with the internal software development teams of banks (proprietary software).

In the retail market, the Company helps retailers transform their stores to a consumer-centric approach by providing POS, advanced self-service solutions, retail cloud software and services. The Company competes with NCR Voyix plus other technology firms such as Toshiba Corporation, Fujitsu Ltd., Elo Touch Solutions Inc., Glory Ltd., and specialized software players such as Oracle Corporation, Aptos, LLC and GK Software SE. Many retailers also work with proprietary software solutions.

For its services offerings, the Company perceives competition to be fragmented, especially in the product-related services segment. While other manufacturers provide basic levels of product support, the competition also includes local and regional third-party providers. With respect to higher-value managed services, the Company competes with large global hardware manufacturers and IT service providers in the Banking and Retail areas.

OPERATIONS. The Company’s operating results and the amount and timing of revenue are affected by numerous factors, including supply chain, production schedules, customer priorities, sales volume and product and geographical mix. During the past several years, the Company has honed its offerings to become a total solutions provider. As a result of the emphasis on services and software, the nature of the Company's workforce is changing and requires new skill sets in areas such as advanced security and compliance measures, advanced sensors, IoT, modern field services operations, cloud computing, analytics, AI, and as-a-service expertise.

The principal raw materials used by the Company in its manufacturing operations are steel, plastics, electronic parts and components and spare parts, which are purchased from various major suppliers. Additionally, the Company leverages a local-to-local, in-region manufacturing footprint to be closer to its customers while maintaining greater control of its supply chain and associated costs.

HUMAN CAPITAL MANAGEMENT. Our employees are one of our most valuable assets. The Company is improving the employee experience by leveraging best practices and investing in the tools necessary to develop and reward talent across the Company.

Employee Profile. As of December 31, 2025, we employed approximately 20,000 associates globally supporting more than 100 countries.

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Culture and Engagement. We govern our actions by our shared values: Transparency, Reliability, Curiosity, Excellence and Collaboration. Our values guide every decision we make and how we’ll continue to shape the future of banking and retail. The Company is committed to fostering a culture where everyone is accepted, valued, supported and encouraged to thrive. We value the different experiences and solutions our communities bring to the Company, and we believe these perspectives have a positive impact on how we innovate and grow. In 2025, we continued to support our workforce and their ability to succeed in both their work and personal lives through employee resource groups, leadership development and benefit offerings, among other efforts. We have invested in various internal communications resources to better engage our employees. In 2025, we continued to conduct our global employee experience survey, Amplify, to monitor and improve our employee engagement.

Talent. To maintain a competitive workforce, the Company is evolving and enhancing how we train, identify and promote key talent. Additionally, the Company has continually improved and standardized our employee review process – encouraging regular performance reviews and feedback that will set clear expectations, motivate employees and reinforce the connection between pay and performance. We offer talent review, succession planning, and individual development plan capabilities across the globe.

Health, Safety and Wellness. We are committed to providing a safe environment for all of our employees that protects them from injury and illness and allows them to perform their work in a respectful and inclusive workplace. Frequent, job-based training ensures that employees understand how to perform their functions properly to avoid injury to themselves and others with the goal of each employee ending their workday safely. Additionally, we constantly evaluate our programs and health care offerings to enhance the well-being of our employees and their families. In our product offerings, we follow international standards and regulations for product safety and security.

Compensation. Our compensation program is designed to attract and retain employees and maintain a strong pay-for-performance culture. We regularly assess the current business environment and labor market to ensure our compensation programs reflect current best practices. We benchmark and set pay ranges based on market data for our jobs. We believe that these practices will help motivate and engage our employees while resulting in sustained increases in stockholder value, reflecting our compensation philosophy to align long-term pay and performance.

PRODUCT BACKLOG. The Company's product backlog was approximately $733.1 and $790.1 as of December 31, 2025 and 2024, respectively. The backlog generally includes orders estimated or projected to be shipped or installed within 18 months. Although the Company believes the orders included in the backlog are firm and are sometimes paid in advance, some orders may be canceled by customers without penalty, and the Company may elect to permit cancellation of orders without penalty where management believes it is in the Company's best interests to do so. Historically, the Company has not experienced significant cancellations within its product backlog. Additionally, over 56% of the Company's revenues are derived from its service business, for which backlog information is not measured. Therefore, the Company does not believe that its product backlog, as of any particular date, is necessarily indicative of revenues for any future period.

INTELLECTUAL PROPERTY. The Company owns patents, trademarks, copyrights, and licenses relating to its products and services across the globe. While the Company regards these as items of importance, it does not deem its business as a whole, or any industry segment, to be materially dependent upon any one item or group of items. Some of the trademarks we own include: Diebold Nixdorf®, the “DN” logo, DN AllConnect®, DN Series® and Vynamic®. We also own or have the rights to copyrights that protect the content of our software products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to elsewhere in this annual report on Form 10-K are listed without the ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks. The Company intends to protect and defend its intellectual property, including pursuit of infringing third parties for damages and other appropriate remedies.

GOVERNMENT REGULATION. As a company with global operations, we are subject to complex foreign and U.S. laws and regulations, including trade regulations, tariffs, import and export regulations, anti-bribery and corruption laws, antitrust or competition laws, data privacy laws, and environmental regulations, among others. We have policies and procedures in place to promote compliance with these laws and regulations. Notwithstanding their complexity, our compliance with these laws and regulations generally does not, and is not expected to, have a material effect on our capital expenditures, earnings or competitive position. Government regulations are subject to change, so we are unable to assess the possible effect of compliance with future requirements or whether our compliance with such regulations will materially impact our business in the future.

VOLUNTARY REORGANIZATION. On August 11, 2023, we emerged from the Restructuring Proceedings described in Note 2 to the consolidated financial statements. Refer to Note 2 for a detailed discussion of the Restructuring Proceedings.

AVAILABLE INFORMATION. The Company uses its Investor Relations web site, http://investors.dieboldnixdorf.com, as a channel for routine distribution of important information, including stock information, news releases, investor presentations and financial information. The Company posts filings as soon as reasonably practicable after they are electronically filed with, or furnished to the SEC, including its annual, quarterly, and current reports on Forms 10-K, 10-Q, and 8-K; its proxy statements; registration statements; and any amendments to those reports or statements. All such postings and filings are available on the Company’s Investor Relations web site free of charge. In addition, this web site allows investors and other interested persons to sign up to automatically receive e-mail alerts when the Company posts news releases and financial information on its web site. Investors and other interested persons can also follow the Company on X (formerly known as Twitter) at http://x.com/dieboldnixdorf. The content on any web site referred to in this annual report on Form 10-K is not incorporated by reference into this annual report unless expressly noted.

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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 consolidated financial statements and accompanying notes that appear within this annual report on Form 10-K.

Business Drivers. The Company's operating model is based upon product sales and 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 distributed IT 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. This Results of Operations focuses on discussion of 2025 and 2024 results.

Banking net sales increased $34.2 or 1.2%, driven by a net favorable currency impact, favorable cash recycler product mix and increased pricing. Banking net sales represented 73.5% and 73.7% of total net sales for the years ended December 31, 2025 and 2024, respectively. Retail net sales increased $20.4 or 2.1%, driven by a net favorable currency impact and higher product volumes associated with second half demand turnaround, offset by temporary IT‑related disruptions at certain large customers, which reduced service activity and delayed scheduled work during the year. Retail net sales represented 26.5% and 26.3% of total net sales for the years ended December 31, 2025 and 2024, respectively.

Service gross margin decreased 80 basis points primarily due to operational cost pressures and other investments associated with business expansion, including an enhanced service tool platform for technicians and a centralized state of the art repair center. Product margin increased 280 basis points primarily due to favorable geographic and product mix, as well as improved pricing.

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Selling and administrative expense decreased $11.1 or 1.7% due to lower spending related to restructuring activities and lower 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.

Interest expense decreased $69.6, or 44.8% due to the refinancing of the Company's debt completed on December 18, 2024. Foreign exchange gain (loss), net includes realized and unrealized gains and losses, primarily related to the unfavorable impact of a strengthening Brazilian real and Euro against the U.S. dollar and a broader weakening of the U.S. dollar, partially mitigated by the Company's derivative program initiated in July 2025. Refer to Note 15 to the consolidated financial statements for additional information regarding derivative instruments not designated as hedges.

Changes in net income were a result of the fluctuations outlined in the previous sections. The change in net income is also impacted by a decrease in income tax expense. The effective tax rate is significantly lower in 2025 primarily due to (i) release of $21.4 of valuation allowances in Canada and Mexico, (ii) net changes of $13.6 to unrecognized tax benefits in 2025 and (iii) $18.7 write-down of deferred tax liabilities due to German tax rate reduction, all in 2025. Refer to Note 5 to the consolidated financial statements for additional information regarding tax expense.

For discussion of 2024 Successor results and 2023 Successor and Predecessor results, see Management’s Discussion and Analysis of Financial Condition and Results of Operations within our annual report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 25, 2025. See “— Critical Accounting Policies and Estimates – Fresh Start Accounting” for a discussion of “Successor” and “Predecessor” results.

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 our revolving credit facilities 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. Merger and acquisition 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 as lenders and Goldman Sachs Bank USA as administrative agent and collateral agent, providing for, among other things, a new $310.0 revolving credit facility maturing on December 18, 2029 (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

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of the Company and its restricted subsidiaries. The Company may repay the loans under the Revolving Credit Facility at any time. Amounts borrowed and repaid under the Revolving Credit Facility may be reborrowed. Refer to Note 11 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 September 18, 2025, S&P raised our issuer rating to "B+" from "B" and assigned a stable outlook. On December 16, 2025, Moody's revised our rating from "B2" to "B1" 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.

On December 18, 2024, the Company issued $950.0 aggregate principal amount of 7.75% Senior Secured Notes due 2030 (Notes). The Company used the net proceeds of the Notes, together with borrowings under the Revolving Credit Facility and cash on hand, to (i) repurchase all of the term loans outstanding under senior secured term loan facility that we entered into in connection with our emergence from bankruptcy on August 12, 2023 (Exit Facility), (ii) repay all of the borrowings outstanding under prior revolving credit facility, and (iii) pay off all related premiums, fees and expenses. Refer to Note 11 to the consolidated financial statements for further details regarding the Notes.

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 December 31, 2025 and 2024, we had no borrowings outstanding under the $310.0 Revolving Credit Facility, $24.3 and $21.9, respectively, of outstanding letters of credit and available borrowing capacity of $285.7 and $288.1, respectively.

Operating Activities. Cash flows from operating activities during 2025 were driven by cash provided by trade receivables, income taxes, and inventories, offset by uses for accounts payable, deferred revenue, and other current liabilities. Cash flows from operating activities during 2024 were driven by cash provided by trade receivables, income taxes, accrued salaries, wages, and commissions, and inventories, offset by uses for accounts payable, deferred revenue, and prepaid expenses. The key drivers of these cash flows are timing of sales, collections, and vendor payments which can fluctuate significantly period to period.

Investing Activities. Cash flows used by investing activities during 2025 were driven by $24.5 of investments in multi-vendor capabilities and premium service offering in North America and other strategic business investments to enhance our solutions portfolio, capital expenditures, and internally developed software, partially offset by the sale of short term investments. Cash flows from investing activities during 2024 were driven by capital expenditures of $17.4 and internally developed software of $23.0.

The Company anticipates total capital expenditures and capitalized software development costs of approximately $68 in 2026 to be utilized for improvements to the Company's product line and investments in its infrastructure. The Company intends to finance these investments with funds provided by income generated by the business and, if necessary, borrowings under the Revolving Credit Facility.

Financing Activities. Cash flows from financing activities during 2025 were primarily driven by the Company's repurchase of common shares. Cash flows from financing activities during 2024 primarily relate to the repayment of the Exit Facility.

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Share Repurchase Program. On February 12, 2025, we announced that our Board had approved a $100.0 share repurchase program for the purchase of our common stock, which was completed in the fourth quarter of 2025. 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 year ended December 31, 2025, the Company repurchased 2,307,275 shares for $128.0 in aggregate. 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 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.

Contractual and Other Obligations. We have certain contractual obligations and commitments for general operating purposes. Refer to Note 11 to the consolidated financial statements for scheduled maturities and interest rates of our long-term debt. The Company's leases support global staff via the use of office space, warehouses, vehicles and IT equipment and are discussed in additional detail within Notes 7 and 14 to the consolidated financial statements. Changes in our business needs, fluctuating interest rates, and other factors may result in actual payments differing from our estimates. We cannot provide certainty regarding the timing and amounts of these payments or our ability to refinance outstanding debt on favorable terms or at all. The Company’s material cash obligations include the following contractual and other obligations as of December 31, 2025:

(1)Amounts related to non-current finance lease liabilities are included in Minimum finance lease obligations.

(2)Amounts represent estimated contractual interest payments on outstanding long-term debt. Rates in effect as of December 31, 2025 are used for variable rate debt.

In addition to the general operating items above, the Company provides eligible employees with benefits pursuant to the pension and postretirement plans further described in Note 13 to the consolidated financial statements. Future contributions and disbursements related to the plans are dependent upon a number of factors, including the funded status of the plans.

Off-Balance Sheet Arrangements. The Company enters into various arrangements not recognized in the consolidated statement of financial position that have or could have an effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources. The principal off-balance sheet arrangements that the Company enters into are guarantees. The Company provides its global operations guarantees and standby letters of credit through various financial institutions to suppliers, customers, regulatory agencies and insurance providers when applicable. If the Company is not able to comply with its contractual obligations, the suppliers, regulatory agencies and insurance providers may draw on the pertinent bank.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES. Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s consolidated financial statements. The consolidated financial statements of the Company are prepared in conformity with generally accepted accounting principles in the United States (U.S. GAAP). Refer to Note 1 to the consolidated financial statements for further information on the use of estimates and assumptions.

The Company’s significant accounting policies are described in Note 1 to the consolidated financial statements, which is contained in the Financial Statements and Supplementary Data of this annual report on Form 10-K. Management believes that, of its significant accounting policies, its policies concerning Fresh Start Accounting, revenue recognition, inventory reserves, long-lived assets, taxes on income, and pensions and post-retirement benefits are the most critical because they are affected significantly by judgments, assumptions and estimates. Additional information regarding these policies is included below.

Fresh Start Accounting. In accordance with ASC 852, we applied Fresh Start Accounting upon emergence from the Restructuring Proceedings, at which point we became a new entity for financial reporting. References to “Predecessor” relate to the consolidated statements of earnings (loss) for the period from January 1, 2023 through and including the adjustments from the application of Fresh Start Accounting on August 11, 2023. References to “Successor” relate to the consolidated statement of financial position of the reorganized Company as of December 31, 2025 and December 31, 2025 and consolidated statements of earnings (loss) for twelve months ended December 31, 2025, December 31, 2024 and the period from August 12, 2023 through December 31, 2023 and are not comparable to the consolidated financial statements of the Predecessor. The Company’s financial results for future periods following the application of Fresh Start Accounting will be different from historical trends and the differences may be material.

Revenue Recognition. The Company enters into contracts to sell our products and services, which may be sold separately or bundled with other products and services. As a result, interpretation and judgment are sometimes required to determine the appropriate accounting for these transactions, including: (i) whether performance obligations are considered distinct that should be accounted for separately versus together, how the price should be allocated among the performance obligations, and when to recognize revenue for each performance obligation; (ii) developing an estimate of the stand-alone selling price of each distinct performance obligation; and (iii) estimating and accounting for variable consideration, including rights of return, rebates, expected penalties or other price concessions as a reduction of the

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transaction price. Changes in judgments with respect to these assumptions and estimates could impact the timing or amount of revenue recognition. Refer to Note 17 to the consolidated financial statements for our accounting estimates and assumptions related to revenue.

Inventory Valuation. At each reporting period, the Company identifies and writes down its excess and obsolete inventories to net realizable value based on usage forecasts, order volume and inventory aging. With the development of new products, the Company also rationalizes its product offerings and will write-down discontinued product to the lower of cost or net realizable value when applicable.

Valuation of Long-lived Assets and Amortizable Other Intangible Assets. The Company performs quarterly reviews to assess for impairment triggers. The Company considers the likelihood of impairment if certain events occur indicating that the carrying value of the long-lived assets may be impaired and we may recognize impairment if the carrying amount of a long-lived asset or intangible asset is not recoverable from its undiscounted cash flows. Impairment is measured as the difference between the carrying amount and the fair value of the asset. We use both the income approach and market approach to estimate fair value. Our estimates of fair value are subject to a high degree of judgment.

Taxes on Income. Refer to Note 5 to the consolidated financial statements for our accounting estimates and assumptions related to taxes on income.

Pensions and Other Post-retirement Benefits. Refer to Note 13 to the consolidated financial statements for our accounting estimates and assumptions related to our postretirement benefit plans.

RECENTLY ISSUED ACCOUNTING GUIDANCE. Refer to Note 1 of the consolidated financial statements for information on recently issued accounting guidance.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Company is exposed to foreign currency exchange rate risk inherent in its international operations denominated in currencies other than the U.S. dollar. A hypothetical 10% movement in the applicable foreign exchange rates would have resulted in an increase or decrease in 2025 operating income (loss) of $37.8 and $46.2, respectively. The sensitivity model assumes an instantaneous, parallel shift in the foreign currency exchange rates. Exchange rates rarely move in the same direction. The assumption that exchange rates change in an instantaneous or parallel fashion may overstate the impact of changing exchange rates on amounts denominated in a foreign currency.

The Company’s risk-management strategy uses derivative financial instruments such as forwards to hedge certain foreign currency exposures. The intent is to offset gains and losses that occur on the underlying exposures with gains and losses on the derivative contracts hedging these exposures. The Company does not enter into derivatives for speculative purposes. The Company’s primary exposures to foreign exchange risk are movements in the Euro, Canadian dollar, Brazilian real, Indonesian rupiah and Mexican peso.

The Company is exposed to interest rate risk under its Revolving Credit Facility, which bears interest at floating rates. Borrowings under the Revolving Credit Facility bear interest at an adjusted SOFR or an adjusted base rate. As of December 31, 2025, there were no borrowings outstanding under the Revolving Credit Facility.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. The common stock of the Company is listed on the New York Stock Exchange under the symbol of “DBD.”

HOLDERS. There were approximately 129 stockholders of record as of January 30, 2026. The number of holders of record of the Company's common stock does not reflect the number of beneficial holders whose shares are held by banks, brokers, or other nominees.

ISSUER PURCHASES OF EQUITY SECURITIES. Information concerning the Company’s share repurchases made during the fourth quarter of 2025 is as follows:

(1)The $100.0 share repurchase program approved by our Board of Directors was announced on February 12, 2025, and was completed in the fourth quarter of 2025. 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.

PERFORMANCE GRAPH. The graph below compares the total return from August 11, 2023 to December 31, 2025 provided to stockholders on the Company's common stock relative to the total returns of the S&P 500 index, the S&P Midcap 400 index and a customized peer group, whose individual companies are listed below. An investment of $100 is assumed to have been made in the Company's common stock, in each index and in each of the peer groups on August 11, 2023 and its relative performance is tracked through December 31, 2025.

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The People and Compensation Committee of the Company's Board of Directors annually reviews and approves the selection of peer group companies, adjusting the group from time to time based on changes in the Company's industry and the Company’s operations, the current peer group and the comparability of our peer group companies. There are seventeen companies included in the Company's 2025 peer group: ACI Worldwide, Inc., Benchmark Electronics Inc., Bread Financial Holding, Inc., Ciena Corporation, Euronet Worldwide Inc., Infinera Corporation (acquired February 2025), Juniper Networks, Inc. (acquired July 2025), Logitech International S.A., NCR Atleos Corporation, NCR Voyix Corporation, Pitney Bowes Inc., Sabre Corporation, Sanmina Corporation, Scansource Inc., Shift4 Payments Inc., The Brink's Company and The Western Union Co.

CYBERSECURITY. The Company has established an information security program, which requires cross-functional coordination between various departments including information security, information technology, data privacy, enterprise risk management and internal audit. Our information security program is generally guided in part by the National Institute of Standards and Technology (NIST) Cybersecurity Framework and International Organization for Standardization 27001 (ISO 27001) Framework. However, this does not mean that we will meet, or maintain, any particular technical standard, specification, framework, or requirement in the future, but rather we use NIST and ISO 27001 as guides to help the Company identify, assess and manage cybersecurity risks relevant to our business. Our program is designed to promote data security and operational resilience within our products, solutions, operations, and corporate infrastructure through layered safeguards, continuous monitoring, and risk-based controls. The Company conducts regular security risk assessments, which include internal, external, and third-party risks, where appropriate, relying on internal and external resources. The results of these assessments help us to identify potential risks and to aid our cybersecurity risk management practices. Further, our employees receive annual training on security, privacy and the Company’s Code of Business Ethics. The Company maintains policies and practices governing our third-party risks, including service providers, suppliers and vendors. The Company generally requires third parties to, among other things, maintain security controls to protect confidential information and data, and notify us of data breaches that may impact our systems or data. The Company also uses third-party security scoring data to assess potential risks associated with third-party controls.

The oversight of our cybersecurity risk is integrated into an enterprise-wide risk management process. The Board of Directors has oversight of our strategic and business risk management and has delegated cybersecurity risk management oversight to the Nomination and Governance Committee (Governance Committee) of the Board, which oversees the Company’s enterprise-wide risk management process. The Governance Committee provides risk oversight and guidance regarding strategy and management of the Company’s information security program, including cybersecurity incidents, if any. The Company’s management team is responsible for assessing and managing risks from cybersecurity threats, and in this regard, the Chief Information Security Officer (CISO) leads the Company’s overall cybersecurity function and cybersecurity leadership team. Our CISO is responsible for overseeing all information security programs that support key functions related to the operation and management of security controls designed to protect and defend against cybersecurity risks. Our current CISO has extensive experience in various roles related to information security. Our CISO leads a team of dedicated cybersecurity professionals who build and implement specific technical and administrative security controls. Our CISO regularly updates the Governance Committee on the state of Diebold Nixdorf’s cybersecurity program, including security risks, incidents and mitigation strategies.

In 2025, the Company did not identify any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition, but we cannot provide assurance that the Company will not be materially affected in the future by any cybersecurity incidents. For additional information about these risks, refer to the "Risk Factors" section in this annual report on Form 10-K.

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