DEF 14A of Diebold Nixdorf, Inc, Apr 2, 2026

DEF 14A of Diebold Nixdorf, Inc

Filed Apr 2, 2026 · FY20250001193125-26-140284

Open on EDGAR

  1. 350 Orchard Avenue NE • P.O. Box 3077 • North Canton, Ohio 44720

    | COMPENSATION OF DIRECTORS | 23 | | 2025 Director Compensation Program | 23 | | 2023 Director Emergence Grants | 23 | | Director Stock Ownership Guidelines | 23 | | 2025 Director Compensation | 24 | | EXECUTIVE OFFICERS OF THE COMPANY | 25 | | COMPENSATION DISCUSSION AND ANALYSIS | 27 | | People and Compensation Committee Report | 27 | | Introduction | 27 | | Our Compensation Philosophy | 28 | | Our Approach to Executive Compensation | 28 | | How We Benchmark Pay | 28 | | Pay Mix | 28 | | Strategic Alignment with 2025 Performance | 29 | | Executive Compensation Best Practices | 30 | | Consideration of “Say-on-Pay” | 30 | | Engagement with Stockholders | 30 | | Definitions of Key Compensation Terms | 30 | | 2025 Compensation Elements | 31 | | Base Salaries | 32 | | Annual Incentive Plan | 32 | | 2025 Long-Term Incentives | 34 | | Long-Term Incentive Programs Earned or Vested in 2025 | 35 | | Emergence Grants | 36 | | Benefits and Perquisites | 37 | | Agreements with Our Named Executive Officers | 38 | | Severance Plan and Change in Control Agreements | 38 | | Compensation Decision Process | 39 | | Compensation Governance and Decision Process | 39 | | Role of the Independent Compensation Consultant | 39 | | Role of Management | 39 | | Role of Peer Companies and Competitive Market Data | 39 | | Timing of Compensation Decisions | 40 | | Determination of Chief Executive Officer Compensation | 41 | | Compensation Risk Assessment | 41 | | Other Compensation Policies | 42 | | Clawback Policy | 42 | | Insider Trading Policy | 42 | | Executive Stock Ownership Guidelines | 42 | | Equity Award Grant Practices | 42 | | EXECUTIVE COMPENSATION TABLES | 43 | | 2025 Summary Compensation Table | 43 | | 2025 Grants of Plan-Based Awards Table | 45 | | Mr. Marquez’s Offer Letter | 45 | | Mr. Timko’s Offer Letter | 46 | | Mr. Myers’ Offer Letter | 46 | | Mr. Baur’s Employment Agreement | 46 | | Mr. Cantadurucu’s Service Agreement | 46 | | Outstanding Equity Awards at 2025 Fiscal Year-End | 47 | | 2025 Stock Vested | 48 |

  2. OVERVIEW OF OUR BOARD NOMINEES

    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 5.

  3. OVERVIEW OF OUR BOARD NOMINEES

    | NAME AND OCCUPATION / CAREER HIGHLIGHTS | AGE | DIRECTOR SINCE | INDEPENDENT | COMMITTEE MEMBERSHIP | | | | | | | | AUDIT | NOM. GOV. | PEOPLE & COMP. | | Arthur F. Anton Retired Chairman and CEO, Swagelok Company | 68 | 2019 | Yes | Chair | • | — | | Patrick J. Byrne Non-Executive Chair of the Board; Former SVP, Operational Transformation, GE | 65 | 2023 | Yes | — | — | • | | Matthew J. Espe Former CEO, Armstrong World Industries | 67 | 2023 | Yes | — | • | Chair | | Mark Gross Former Executive Chairman, Southeastern Grocers; Former CEO, Supervalu | 62 | 2023 | Yes | • | Chair | — | | Maura A. Markus Former President and COO, Bank of the West | 68 | 2024 | Yes | • | — | • | | Octavio Marquez President and CEO, Diebold Nixdorf, Incorporated | 58 | 2022 | No | — | — | — | | David H. Naemura CFO, AOC Formulations | 56 | 2023 | Yes | • | — | • | | Dr. Colin J. Parris Former SVP and Chief Technology Officer, GE Digital | 64 | 2024 | Yes | • | • | — |

  4. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

  5. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | KNOWLEDGE, SKILLS & EXPERIENCE | ANTON | BYRNE | ESPE | GROSS | MARKUS | MARQUEZ | NAEMURA | PARRIS | | International | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology & Innovation | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Financial Services | ✓ | | | | ✓ | ✓ | ✓ | | | Retail | | | ✓ | ✓ | | ✓ | | | | Leadership / Organization | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Corporate Governance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Audit / Finance | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | | Cybersecurity | | ✓ | ✓ | | ✓ | | | ✓ | | Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Mergers & Acquisitions | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | |

  6. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    See page 9 for more information on our considerations regarding nominees for director and additional detail regarding the key qualifications and skills of our 2026 nominees. Information about our directors’ share ownership is provided on page 21 and information about our directors’ compensation begins on page 23.

  7. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | 2 | | 2026 PROXY STATEMENT | |

  8. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    VOTING INFORMATION

  9. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | Q: | What items will be voted on at the 2026 Annual Meeting of Stockholders and how does the Board recommend I vote? |

  10. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | A: | You are being asked to vote on the proposals outlined in the proxy summary on page 1. The Board recommends a vote FOR each of the Board’s nominees for director identified in Proposal 1 and FOR each of Proposals 2 and 3. |

  11. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | Q: | What happens if other matters are properly presented at the 2026 Annual Meeting of Stockholders? |

  12. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | A: | If a permissible proposal, other than the proposals identified in this Proxy Statement, is presented at the 2026 Annual Meeting of Stockholders, your proxy gives authority to the individuals named in the proxy to vote your shares of common stock on any such proposal in accordance with their best judgment. This may occur, for example, if one of the director nominees included in this Proxy Statement is unable or unwilling to serve as a director of the Company, in which case the individuals named in the proxy may use your proxy to vote for a replacement nominee recommended by the Board (even if competing replacement nominations are properly made). As of the date of this Proxy Statement, we have not received notice of any other matters that may be properly presented at the 2026 Annual Meeting of Stockholders. |

  13. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | Q: | Who is entitled to vote at the 2026 Annual Meeting of Stockholders? |

  14. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | A: | Our record date for the 2026 Annual Meeting of Stockholders is March 23, 2026. Each stockholder of record of our shares of common stock as of the close of business on March 23, 2026 is entitled to one vote for each share of common stock held. As of the record date, there were 34,809,149 shares of common stock outstanding and entitled to vote at the 2026 Annual Meeting of Stockholders. |

  15. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | Q: | How do I vote? |

  16. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | A: | If you were a stockholder on the record date and you held shares in your own name, you have three ways to vote and submit your proxy before the 2026 Annual Meeting of Stockholders: |

  17. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | • | By mail—If you received a printed copy of the Proxy Materials, complete, sign, date, and mail your proxy card in the enclosed, postage-prepaid envelope; |

  18. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | • | By Internet—If you received the Notice of Internet Availability of Proxy Materials (the “Notice”) or a printed copy of the Proxy Materials, follow the instructions in the Notice or on the proxy card; or |

  19. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | • | By telephone—If you received a printed copy of the Proxy Materials, follow the instructions on the proxy card. |

  20. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | If you hold your shares through a broker, bank or other nominee (that is, in street name), you will receive instructions from your broker, bank or nominee that you must follow in order to submit your voting instructions and have your shares of common stock voted at the 2026 Annual Meeting of Stockholders. |

  21. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | If you want to vote live at the 2026 Annual Meeting of Stockholders, you must join the annual meeting at 8:00 a.m. Eastern Daylight Time on May 22, 2026 at www.virtualshareholdermeeting.com/DBD2026. You may be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. However, if you have been provided with a 16-digit control number with your proxy materials, then you will not be required to request a legal proxy. |

  22. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | Q: | Can I change my vote after I have voted? |

  23. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | A: | You may change your vote at any time before your proxy is voted at the 2026 Annual Meeting of Stockholders by: |

  24. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | • | Revoking your proxy by sending written notice or submitting a later dated, signed proxy card before the 2026 Annual Meeting of Stockholders to our Corporate Secretary at the Company’s address above; |

  25. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | • | Submitting a later dated, signed proxy card before the start of the 2026 Annual Meeting of Stockholders; |

  26. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | • | If you have voted by the Internet or by telephone, you may vote again over the Internet or by telephone up until 11:59 pm Eastern Daylight Time on May 21, 2026; or |

  27. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | • | Attending the 2026 Annual Meeting of Stockholders virtually at 8:00 a.m. Eastern Daylight Time on May 22, 2026 at www.virtualshareholdermeeting.com/DBD2026, withdrawing your earlier proxy and voting during the meeting. |

  28. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | Q: | Can I cumulate my votes for the election of directors? |

  29. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | A: | No, our Certificate of Incorporation (“Charter”) and Amended and Restated Bylaws (“Bylaws”) do not provide for cumulative voting in connection with the election of directors. |

  30. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | | 2026 PROXY STATEMENT | | 3 |

  31. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | VOTING INFORMATION |

  32. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | Q: | How many votes are required to adopt each proposal? |

  33. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | A: | For each of Proposals 1, 2, and 3, the number of votes cast “for” the matter must exceed the number of votes cast “against” the matter. With respect to Proposal 1, this means the number of shares voted “for” a director nominee must exceed the number of shares voted “against” such nominee. The results of the voting at the meeting will be tabulated by the inspectors of election appointed for the 2026 Annual Meeting of Stockholders. |

  34. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | Q: | What is the Majority Voting Policy? |

  35. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | A: | Our Board has adopted a policy that each Director shall be elected by the vote of the majority of the votes cast (meaning the number of shares of common stock voted “for” a nominee must exceed the number of shares of common stock voted “against” such nominee) at any meeting for the election of Directors at which a quorum is present, provided that the Directors shall be elected by a plurality of the votes cast (instead of by votes for or against a nominee) at any meeting involving a contested election for one or more Directors (meaning more Directors have been nominated for election than Directorship positions available). |

  36. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | Q: | What is a “ broker non-vote” and how will they be counted? |

  37. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | A: | If your shares of common stock are held in the name of a brokerage firm, your shares of common stock may be voted even if you do not provide the brokerage firm with voting instructions. Brokerage firms have authority under the New York Stock Exchange, or NYSE, rules to vote shares of common stock for which their customers do not provide voting instructions on certain “routine” matters. When a proposal is not a routine matter under NYSE rules and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares of common stock on that proposal. This is referred to as a “broker non-vote.” |

  38. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | Proposal 2 is considered a routine matter on which your brokerage firm will vote without your instructions. Accordingly, there should be no broker non-votes with respect to Proposal 2. Broker non-votes are not expected to be considered votes cast with respect to Proposals 1 and 3 and therefore are not expected to have any effect on their outcome. |

  39. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | Q: | How many shares of common stock must be present to constitute a quorum and conduct the 2026 Annual Meeting of Stockholders? |

  40. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | A: | A quorum is necessary to hold the 2026 Annual Meeting of Stockholders. A majority of the total voting power of all outstanding shares of capital stock of the Company generally entitled to vote at a meeting of stockholders constitutes a quorum for the purpose of adopting a proposal at the 2026 Annual Meeting of Stockholders. If you are present and vote at the 2026 Annual Meeting of Stockholders, or vote on the Internet, by telephone or by submitting a properly executed proxy card, you will be considered part of the quorum. Broker non-votes will not be part of the voting power present but will be counted to determine whether or not a quorum is present. |

  41. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | Q: | What happens if I abstain? |

  42. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | A: | Pursuant to our Bylaws, a share of common stock voted “abstain” is not considered a vote cast with respect to, and will have no effect on the outcome of, any of Proposals 1, 2, or 3. |

  43. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | Q: | Why did I receive a one-page notice in the mail regarding Internet availability of proxy materials instead of a full set of proxy materials? |

  44. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | A: | Under rules adopted by the Securities and Exchange Commission (“SEC”) we have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending you a Notice of Internet Availability of Proxy Materials. The instructions found in the Notice explain that all stockholders will have the ability to access the proxy materials on www.proxyvote.com or request to receive a printed copy of the proxy materials. If you wish to receive a printed copy of the proxy materials, please contact our Corporate Secretary prior to May 8, 2026 at 350 Orchard Avenue NE, P.O. Box 3077, North Canton, Ohio 44720 or (330) 490-4000. You may also request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage you to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our 2026 Annual Meeting of Stockholders materials. |

  45. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | Q: | What shares of common stock are included on my proxy card or Notice of Internet Availability of Proxy Materials? |

  46. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    A: The number of shares printed on your proxy card(s) represents all of your shares under a particular holding or account. Receipt of more than one proxy card or Notice of Internet Availability of Proxy Materials means that certain of your shares may be registered differently and/or are held in more than one account. If you receive more than one proxy card, sign and return all of your proxy cards to ensure that all of your shares of common stock are voted. If you receive more than one Notice, you should be sure to enter the voting site with the distinct control number on each Notice when voting over the Internet to ensure that all of your shares of common stock are voted.

  47. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    | 4 | | 2026 PROXY STATEMENT | |

  48. KEY QUALIFICATIONS AND SKILLS OF OUR NOMINEES

    PROPOSAL 1: ELECTION OF DIRECTORS The Nomination and Governance Committee evaluates the size of the Board from time to time commensurate with the evolving needs of the Company. 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. 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 2026 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 2026 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 2026 Annual Meeting of Stockholders has agreed to serve as a director, if elected.

  49. OUR DIRECTOR NOMINEES

    OUR DIRECTOR NOMINEES

  50. OUR DIRECTOR NOMINEES

    | Arthur F. Anton | | | AGE: 68 DIRECTOR SINCE: 2019 COMMITTEES: • Audit Committee (Chair) • Nomination and Governance Committee | PRINCIPAL OCCUPATION, PROFESSIONAL AND BOARD EXPERIENCE: Mr. Anton served as Chairman of the Board and Chief Executive Officer of the Swagelok Company, Solon, Ohio (a fluid systems technologies company), from 2017 until his retirement on December 31, 2019. Mr. Anton previously served as President and Chief Executive Officer from 2004 to 2017, President and Chief Operating Officer from 2001 to 2004, Executive Vice President from 2000 to 2001, and Chief Financial Officer from 1998 to 2000 of Swagelok. Prior to joining Swagelok in 1998, Mr. Anton was a Partner of Ernst & Young LLP (a professional services organization). Mr. Anton currently serves as the Non-Executive Chairman of SunCoke Energy (NYSE: SXC), Lisle, Illinois (a raw material processing and handling company serving the steel, coal, and power industries) (“SunCoke”), a position he has held since December 2020 after first being appointed to SunCoke’s board of directors in March 2020. He also currently serves as a director of the Rock & Roll Hall of Fame, Cleveland, Ohio (a rock and roll music museum), a position he has held since 2018. Mr. Anton previously served as a director (including as Lead Director) of Olympic Steel, Inc. (NASDAQ: ZEUS), Bedford Heights, Ohio (a steel processing and distribution company), from 2009 until February 2026 when the company merged with Ryerson Holding Corporation. He also previously served as a director of The Sherwin-Williams Company (NYSE: SHW), Cleveland, Ohio (a paint coatings manufacturer), from 2006 to April 2025. In addition, Mr. Anton was a former director of Forest City Realty Trust, Cleveland, Ohio (a diversified Real Estate Investment Trust), where he served from 2010 to 2018 and University Hospitals Health System, Cleveland, Ohio (a large academic medical center), where he served from 2005 to May 2023. DIRECTOR QUALIFICATIONS: Mr. Anton brings significant domestic and international manufacturing and distribution experience and financial expertise to our Board. In addition, as a former partner of Ernst & Young LLP and the former Chief Financial Officer of Swagelok, Mr. Anton has corporate governance expertise and extensive financial experience that provides him with a unique perspective on our business and operations and valuable insight as Chair of our Audit Committee and a member of our Nomination and Governance Committee. Additionally, Mr. Anton gained valuable experience and knowledge of the Company as former Lead Independent Director of Diebold Nixdorf. |

  51. OUR DIRECTOR NOMINEES

    | | 2026 PROXY STATEMENT | | 5 |

  52. OUR DIRECTOR NOMINEES

    | Patrick J. Byrne | | | AGE: 65 DIRECTOR SINCE: 2023 COMMITTEES: • People and Compensation Committee | PRINCIPAL OCCUPATION, PROFESSIONAL AND BOARD EXPERIENCE: Mr. Byrne serves as non-executive Chair of the Board for Diebold Nixdorf, Incorporated. Since January 2026, Mr. Byrne has served on the Limited Partner Advisory Council of CLAI, a venture capital firm focused on investing in seed-stage startups building artificial intelligence technologies designed to address climate mitigation and adaptation challenges. Since April 2024, he has also provided management consulting services to various companies through PJB Consulting LLC. He formerly served as Senior Vice President of Operational Transformation at General Electric Company (NYSE: GE) (a multinational conglomerate) from August 2022 until his retirement in March 2024. In this role, he was responsible for driving GE’s priorities around safety, quality, delivery and cost. From 2019 to 2022, Mr. Byrne served as Chief Executive Officer of GE Digital (a subsidiary of GE) where he led the company’s software businesses focused on digital transformation. Prior to GE, from 2016 to 2019, Mr. Byrne served as Senior Vice President at Fortive Corporation (NYSE: FTV) (an industrial technology conglomerate), and from 2014 to 2019 served as President – Tektronix at Danaher Corporation (NYSE: DHR) (a globally diversified conglomerate) where he led multiple technology businesses. He has served as a member of the board of directors for multiple publicly traded companies, including serving as a director of GXO Logistics (NYSE: GXO) since July 2025 and as its Chairman since January 2026; as a director of Verra Mobility (Nasdaq: VRRM) since 2020 and as its Chairman since 2022; and as a director of Micron Technology (Nasdaq: MU) from 2011 to 2020. He also currently serves as Chairman of Stronvar Aerospace, a privately held company, a position he has held since 2025. DIRECTOR QUALIFICATIONS: Mr. Byrne brings significant and unique technological and operational experience to our Board. Mr. Byrne’s focus on innovation and industrial technology through his various officer and director roles at public companies provides valuable insight for the Company. Mr. Byrne’s extensive executive leadership experience makes him well-suited to serve as our Board Chair. |

  53. OUR DIRECTOR NOMINEES

    | Matthew J. Espe | | | AGE: 67 DIRECTOR SINCE: 2023 COMMITTEES: • Nomination and Governance Committee • People and Compensation Committee (Chair) | PRINCIPAL OCCUPATION, PROFESSIONAL AND BOARD EXPERIENCE: Mr. Espe serves as a board member and advisor to public companies, private equity firms and non-profit organizations. He currently serves as an operating partner at two private equity firms, Advent International (since November 2017) and SVP Global – United Kingdom (since October 2018). In January 2017, he was recruited by Sterling Partners, an investment management firm, to lead the transformation of Radial Inc., an e-commerce company, and oversee the successful sale of the company, serving as Radial Inc.’s President and Chief Executive Officer until November 2017. He previously served as Chief Executive Officer of Armstrong World Industries (NYSE: AWI), a designer and manufacturer of wall and ceiling building material, from 2010 to 2016; as Chairman and Chief Executive Officer of IKON Office Solutions, a provider of document management systems, copiers and services, from 2002 to 2008; and in various roles at GE, including as President and Chief Executive Officer of GE Lighting, a lightbulb and appliance company, from 1980 to 2002. In addition, he has served as an independent director at WESCO International (NYSE: WCC) since 2016 and Korn Ferry (NYSE: KFY), since September 2023. He previously served as an independent director at Anywhere Real Estate, Inc. from 2016 until its acquisition by Compass, Inc. in January 2026. DIRECTOR QUALIFICATIONS: Mr. Espe brings valuable qualifications and leadership experience to our board. Mr. Espe has significant experience from serving as chief executive officer at several companies and has extensive corporate governance experience through his service on public company boards. Mr. Espe has expertise in the areas of finance, accounting, international business, risk oversight, technology, retail industries, and cybersecurity, among others. Mr. Espe is skilled in strategic vision and in implementing positive change in organizations. |

  54. OUR DIRECTOR NOMINEES

    | 6 | | 2026 PROXY STATEMENT | |

  55. OUR DIRECTOR NOMINEES

    | Mark Gross | | | AGE: 62 DIRECTOR SINCE: 2023 COMMITTEES: • Audit Committee • Nomination and Governance Committee (Chair) | PRINCIPAL OCCUPATION, PROFESSIONAL AND BOARD EXPERIENCE: Mr. Gross is an executive with more than 25 years of critical leadership experience, financial expertise and deep insight in leading business transformations. Mr. Gross served as the founder and President of Surry Investment Advisors, LLC (“Surry”), a food retail consulting firm, from 2006 to January 2016, and rejoined Surry in 2018, where he currently serves as its Manager. Mr. Gross previously served as President and Chief Executive Officer of Supervalu, Inc. (NYSE: SVU), a wholesaler and retailer of grocery products, from 2016 to 2018. In addition, he held several positions, including Co-President, of C&S Wholesale Grocers, Inc., a wholesale grocery supply company, from 1997 to 2006. He currently serves as Co-Chairman of the board of Northeast Grocery Inc. (a large regional grocery chain), as a board member and Chairman of the audit committee of Acosta, Inc. (a full-service sales and marketing agency serving the consumer-packaged goods industry), and as a director and member of the audit committee of Rackspace Technology, Inc. (Nasdaq: RXT) (a leading end-to-end hybrid, multicloud technology services company). Until last year, Mr. Gross was the Executive Chairman of Southeastern Grocers (also a large regional grocery chain). DIRECTOR QUALIFICATIONS: Mr. Gross has extensive business management expertise and experience serving as a leader and director for various public and private companies, with a significant understanding of the retail industry. Prior to his positions with public and private companies, Mr. Gross was an attorney at Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Gross graduated cum laude from University of Pennsylvania Law School and holds a BA from Dartmouth College, where he graduated with highest honors in his major. |

  56. OUR DIRECTOR NOMINEES

    | Maura A. Markus | | | AGE: 68 DIRECTOR SINCE: 2024 COMMITTEES: • Audit Committee • People and Compensation Committee | PRINCIPAL OCCUPATION, PROFESSIONAL AND BOARD EXPERIENCE: Currently, Ms. Markus serves as a Director for Broadridge Financial Solutions (NYSE: BR), where she has served since 2013, and Stifel Financial Corp (NYSE: SF), where she has served since 2016. She is the former President and Chief Operating Officer of Bank of the West, a role that she held from 2010 to 2014. She also served as a member of their board of directors, and the Bank’s Executive Management Committee. Prior to joining the Bank of the West, Ms. Markus served in a number of executive leadership roles at Citigroup (“Citi”), over a 22-year period, including as Executive Vice President – Head of International Retail Banking in Citi’s Global Consumer Group, President at Citibank, North America, President at Citibank, Greece, and Sales and Marketing Director for Citibank Europe. She has more than 25 years of experience leading operations, sales and marketing in the U.S. and Europe, helping build both Bank of the West and Citibank in senior executive and board roles. DIRECTOR QUALIFICATIONS: Ms. Markus brings substantial knowledge and expertise through her proven service as an executive and director of leading financial service companies. Ms. Markus has business expertise in a variety of areas, and has worked in numerous industries, offering significant value to the board. In addition to her significant market experience, Ms. Markus is an executive committee member and Committee Chair at the College of Mount St. Vincent NY. |

  57. OUR DIRECTOR NOMINEES

    | | 2026 PROXY STATEMENT | | 7 |

  58. OUR DIRECTOR NOMINEES

    | Octavio Marquez | | | AGE: 58 DIRECTOR SINCE: 2022 • President and Chief Executive Officer | PRINCIPAL OCCUPATION, PROFESSIONAL AND BOARD EXPERIENCE: Mr. Marquez is a public company Chief Executive Officer and global technology, software, and services executive with deep expertise in strategy, capital allocation, operational transformation, and shareholder value creation. He has served as President and Chief Executive Officer of Diebold Nixdorf since March 2022 and as Chair of the Board from February to September 2023, guiding the Company through financial restructuring and enterprise transformation. Prior to becoming CEO, Mr. Marquez held senior leadership roles across Diebold Nixdorf’s global banking organization and the Americas region. As Senior Vice President of the Americas (2016–2020), he led both the Banking and Retail divisions with responsibility for commercial execution, operational performance, and customer outcomes. He subsequently led the global banking business, advancing automation and digitization, expanding recurring services revenue, and strengthening long-term customer partnerships. Before joining Diebold Nixdorf in 2014, Mr. Marquez held leadership roles at Hewlett Packard Enterprise, where he oversaw integration of acquired businesses across services, software, and hardware, and at Dell EMC, where he helped establish and scale subsidiaries across Latin America. Earlier in his career, he held leadership positions at IBM and NCR, developing broad expertise across enterprise technology and services. Mr. Marquez holds a B.S. in Business and Finance from Universidad Iberoamericana and completed executive education at MIT Sloan, the Wharton School, and The University of Texas at Austin. He is NACD Directorship Certified™. DIRECTOR QUALIFICATIONS: Mr. Marquez brings extensive executive leadership experience spanning strategy development, capital allocation, operational transformation, and balance sheet strengthening. Having led the Company through financial restructuring and strategic repositioning while enhancing shareholder returns, he offers seasoned judgment on complex global operations, capital deployment, and enterprise risk. His background leading large-scale technology and services organizations, integrating acquisitions, and driving recurring revenue models equips him to contribute meaningfully to board oversight of long-term strategy, financial performance, and risk governance. Mr. Marquez provides an investor-oriented perspective and disciplined approach to execution that supports sustainable growth and durable shareholder value. |

  59. OUR DIRECTOR NOMINEES

    | David H. Naemura | | | AGE: 56 DIRECTOR SINCE: 2023 COMMITTEES: • Audit Committee • People and Compensation Committee | PRINCIPAL OCCUPATION, PROFESSIONAL AND BOARD EXPERIENCE: In early 2026, Mr. Naemura became the Chief Financial Officer of AOC Formulations (“AOC”), a leading global supplier of specialty formulations and solutions that serve a broad range of applications and industries. Prior to joining AOC, Mr. Naemura served as the Chief Financial Officer of Neogen Corporation (Nasdaq: NEOG), an international food safety company, from November 2022 to December 2025. In addition to his role as Chief Financial Officer, Mr. Naemura also served as Chief Operating Officer from January 2025 to December 2025. Prior to joining Neogen, he served as Chief Financial Officer of Vontier Corporation (NYSE: VNT), an industrial technology company, from February 2020 to November 2022; Chief Financial Officer of Gates Industrial Corporation (NYSE: GTES), a global industrial manufacturing company, from 2015 to January 2020; and a Group Chief Financial Officer at Danaher Corporation (NYSE: DHR) from 2012 to 2015. He began his career as an auditor at Deloitte & Touche, a professional services firm. DIRECTOR QUALIFICATIONS: Mr. Naemura has a deep understanding of financial matters from his experiences as a chief financial officer. He has a proven history of success in transforming businesses and navigating periods of change. Mr. Naemura’s strategic insight and financial expertise are immensely valuable to the Board. |

  60. OUR DIRECTOR NOMINEES

    | 8 | | 2026 PROXY STATEMENT | |

  61. OUR DIRECTOR NOMINEES

    | Dr. Colin J. Parris | | | AGE: 64 DIRECTOR SINCE: 2024 COMMITTEES: • Audit Committee • Nomination and Governance Committee | PRINCIPAL OCCUPATION, PROFESSIONAL AND BOARD EXPERIENCE: Dr. Parris is the former Senior Vice President and Chief Technology Officer at GE Digital, a position that he held from May 2020 until his retirement in April 2024. He joined General Electric (“GE”) in 2014 as a GE Officer and Vice President, GE Software Research. Prior to joining GE, Dr. Parris spent two decades at IBM in a variety of executive roles, serving most recently as Vice President, Systems Research in the IBM T.J. Watson Research Division from 2013 to 2014, and General Manager for IBM’s Power Systems business from 2010 to 2013. He has an extensive technology background with significant experience in software, including a current focus on data software and artificial intelligence, and leading digital transformations. Dr. Parris also currently serves as a director for APTIV (NYSE: APTV), a global mobility technology company, a role he has held since 2017, and in January 2025 he was appointed to the board of Corebridge Financial, Inc. (NYSE: CRBG and CRBD), a leading provider of retirement solutions and insurance products. DIRECTOR QUALIFICATIONS: Dr. Parris has a bachelor’s degree in electrical engineering from Howard University, master’s degrees in electrical engineering and computer science from the University of California, Berkeley and a master’s degree in management from Stanford University. He also has a PhD in electrical engineering from the University of California, Berkeley. Dr. Parris has an extensive technology background with significant experience in software and leading digital transformations. Alongside his various business and technology expertise, he serves as a member on the National Academy of Engineering, and a member of the Council on Foreign Relations. His deep technology background and current focus on data software and artificial intelligence provides valuable knowledge and relevant insight to the Board. |

  62. IDENTIFICATION AND EVALUATION OF DIRECTOR NOMINEES

    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-nomination of 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-election include:

  63. IDENTIFICATION AND EVALUATION OF DIRECTOR NOMINEES

    | • | whether the candidate has demonstrated a high level of performance in his or her service as a director of a public company, including with respect to the performance of our directors standing for re-election; |

  64. IDENTIFICATION AND EVALUATION OF DIRECTOR NOMINEES

    | • | whether the addition of the candidate to the Board would result in an appropriate balance between directors who have deep experience and understanding of the Company and its businesses and directors bringing new perspectives to the Company; |

  65. IDENTIFICATION AND EVALUATION OF DIRECTOR NOMINEES

    | | 2026 PROXY STATEMENT | | 9 |

  66. IDENTIFICATION AND EVALUATION OF DIRECTOR NOMINEES

    | • | whether the Nomination and Governance Committee is currently looking to fill a new position created by an expansion of the number of directors, or an existing or anticipated vacancy; |

  67. IDENTIFICATION AND EVALUATION OF DIRECTOR NOMINEES

    | • | whether the current composition of the Board is consistent with the criteria described in our Corporate Governance Guidelines; |

  68. IDENTIFICATION AND EVALUATION OF DIRECTOR NOMINEES

    | • | whether the candidate possesses qualifications that are generally the basis for selection of candidates to the Board, including the candidate’s applicable experience and skill set in order to support the current and future needs of the Company; |

  69. IDENTIFICATION AND EVALUATION OF DIRECTOR NOMINEES

    | • | whether the candidate would enhance the Board across a variety of dimensions, including experience, background, qualifications, technical expertise and other characteristics; and |

  70. IDENTIFICATION AND EVALUATION OF DIRECTOR NOMINEES

    | • | whether the candidate would be considered independent under the rules of the SEC, NYSE and our categorical director independence standards. |

  71. IDENTIFICATION AND EVALUATION OF DIRECTOR NOMINEES

    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. Maura A. Markus and Dr. Colin J. Parris, have each 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. 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.

  72. 2025 DIRECTOR COMPENSATION PROGRAM

    2025 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-rated for his or her period of actual service. Our non-employee directors receive a cash retainer at an annual rate of $100,000. Our non-executive Chairman of the Board receives an additional cash retainer at an annual rate of $100,000. In addition, non-employee directors 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-employee directors receive an annual restricted stock unit (“RSU”) grant having an aggregate grant date value equal to $200,000. However, no non-employee director who received the 2023 director emergence grants (described below) will be eligible to receive an annual RSU grant until the 2023 director emergence grants have fully and completely vested in September of 2027.

  73. 2023 DIRECTOR EMERGENCE GRANTS

    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-time grant of 40,000 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 director a one-time option grant covering 80,000 shares of common stock at an aggregate grant date fair value of $1,162,400 and awarded the non-executive Chairman of the Board a one-time option 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.

  74. DIRECTOR STOCK OWNERSHIP GUIDELINES

    | COMPENSATION OF DIRECTORS |

  75. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION The following table details the compensation of our non-employee directors for 2025:

  76. 2025 DIRECTOR COMPENSATION

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | Arthur F. Anton | $125,000 | — | $125,000 | | Marjorie L. Bowen(3) | $33,333 | — | $33,333 | | Patrick J. Byrne | $200,000 | — | $200,000 | | Matthew J. Espe | $125,000 | — | $125,000 | | Mark Gross | $125,000 | — | $125,000 | | Maura A. Markus | $100,000 | $212,784 | $312,784 | | David H. Naemura | $100,000 | — | $100,000 | | Dr. Colin J. Parris | $100,000 | $212,784 | $312,784 | | Emanuel R. Pearlman(3) | $33,333 | — | $33,333 |

  77. 2025 DIRECTOR COMPENSATION

    | (1) Reports the amount of cash compensation, including Board retainer amounts and committee chair fees, earned or paid in 2025, as described above. |

  78. 2025 DIRECTOR COMPENSATION

    | (2) Represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718 for RSUs granted to our non-employee directors in 2025. Ms. Markus and Dr. Parris each received 4,800 RSUs having an aggregate value approximating $200,000, with a grant date fair value per share based on the closing price per share of Company common stock on the New York Stock Exchange on that date of $44.33. |

  79. 2025 DIRECTOR COMPENSATION

    | (3) Each of Ms. Bowen and Mr. Pearlman left the Board in April 2025, and accordingly, each received a pro-rated annual cash retainer ending with their last date of service. |

  80. 2025 DIRECTOR COMPENSATION

    | 24 | | 2026 PROXY STATEMENT | |

  81. 2025 DIRECTOR COMPENSATION

    EXECUTIVE OFFICERS OF THE COMPANY The table below sets forth the names, ages, and titles of our executive officers, as of the date of this Proxy Statement. There are no family relationships, either by blood, marriage or adoption, between any of the executive officers, directors, or director nominees of the Company.

  82. 2025 DIRECTOR COMPENSATION

    | NAME | AGE | TITLE | | Octavio Marquez | 58 | President and Chief Executive Officer, Director | | Thomas Timko | 57 | Executive Vice President, Chief Financial Officer | | Jonathan Myers | 52 | Executive Vice President, Chief Revenue Officer | | Frank Baur | 51 | Executive Vice President, Chief Operating Officer | | Elizabeth Radigan | 45 | Executive Vice President, Chief Administrative Officer and Corporate Secretary | | Andrew Zosel | 52 | Executive Vice President, Chief Product and Technology Officer |

  83. HOW WE BENCHMARK PAY

    HOW WE BENCHMARK PAY The Committee aims to position total direct compensation for executives within a competitive range around the market median based on the Company’s selected peer group and certain survey data for companies in the financial technology and payment processing sector — companies that compete with us for products, distribution channels, and executive talent. The Committee retains flexibility to position individual roles above or below the market median based on a variety of factors including tenure, scope, internal equity, job complexity, criticality of role, and individual performance. The Committee analyzes data from its peer group of companies for select executive roles, and reviews the peer group annually to ensure it remains appropriately sized and operationally relevant relative to the Company.

  84. PAY MIX

    PAY MIX Consistent with the principle that pay should reflect performance, the program is heavily weighted toward variable and at-risk compensation. Base salary provides a stable foundation, with the majority of each executive’s target compensation delivered through the annual incentive plan and long-term incentive awards. Long-term awards are split equally between time-vested RSUs, which reinforce retention and align executives with stockholders through direct ownership, and performance cash awards, which tie multi-year payouts to cumulative financial results. The Committee selected cash-settled long-term performance awards for 2025 to balance equity dilution management with strong pay-for-performance alignment, and will continue to evaluate the appropriate form of delivery as the Company’s capital structure evolves.

  85. STRATEGIC ALIGNMENT WITH 2025 PERFORMANCE

    | STRATEGIC OBJECTIVE | INVESTOR DAY COMMITMENT | 2025 RESULT | WHY THIS FOCUS PROTECTS STOCKHOLDER VALUE | HOW IT IS REFLECTED IN COMPENSATION | | Profitable Revenue Growth | Mid-single digit annual revenue growth by 2027 | Revenue of $3.81B (+1.5% YoY) | Revenue is included as a metric but does not drive payout unless performance clears defined thresholds. This prevents management from being rewarded for growth at any cost and keeps incentives tied to revenue that supports durable value creation, not just topline volume. | Annual Incentive Plan (“AIP”): Constant Currency Revenue weighted at 20% of AIP target. Long-Term Incentive (“LTI”): Performance Cash (50% of LTI) tied to Revenue (25% weight) over a multi-year performance period. | | Profitability Expansion | Adjusted EBITDA improvement with margin trajectory | Adjusted EBITDA ~$485M (record Q4; expanded full- year) | Profitability is the program’s most significant overall metric — equal to Free Cash Flow in annual incentive weightings (40% each), and the dominant driver of long-term incentive payouts (75% weight in performance cash awards). This sustained focus on earnings power disciplines management against short- term volume-chasing and supports enterprise value creation over time. This focuses management on margin discipline and earnings power, which increases enterprise value, improves leverage metrics, and supports stockholder returns over time. | Annual Incentive Plan: Non-GAAP Operating Profit weighted at 40% of AIP target. LTI Performance Cash (50% of LTI) tied to Cumulative Adjusted EBITDA (75% weight) over a multi-year performance period. | | Cash Generation & Conversion | Free Cash Flow improvement and conversion | Record Free Cash Flow of $239M ($301M net cash provided by operating activities) | Free Cash Flow carries equal annual incentive weighting to profitability (40% each), reflecting the Committee’s view that cash conversion discipline is as central to stockholder value as earnings growth. Cash pays down debt, funds buybacks, and provides strategic flexibility. Tying pay to cash aligns management behavior with the stockholder priority of value realization — not just accounting results. | Annual Incentive Plan: Levered Free Cash Flow weighted at 40% of AIP target. | | Disciplined Capital Allocation & Balance Sheet Strength | Disciplined capital allocation, balance sheet strength, and capital return | • $416M cash at year end • ~$128M of share repurchases (~2.3M shares) • Credit upgrades (S&P to B+, Moody’s to B1) • No 2025 revolver borrowings | When management is incentivized to protect liquidity, avoid over-leveraging for short-term results, and return capital only when economically rational, investors benefit through reduced downside risk and improved valuation support. | LTI: 50% of LTI delivered as cash-settled performance awards (rather than performance share units) to reduce equity dilution and reinforce balance sheet discipline. The Committee retains discretion to reflect capital allocation outcomes where appropriate. |

  86. EXECUTIVE COMPENSATION BEST PRACTICES

    | PAY DESIGN | GOVERNANCE PROTECTIONS | ACCOUNTABILITY & OVERSIGHT | | ✓ Pay-for-performance orientation through annual incentives and long- term incentive awards. ✓ Balanced incentive design with multiple financial measures, threshold / target / maximum performance ranges, and payout caps. | ✓ No tax gross-ups for change in control excise taxes. ✓ No “single trigger” vesting for any cash payments or equity vesting upon a change in control. ✓ No repricing or cash buyouts of underwater stock options without stockholder approval. ✓ No hedging or pledging of Company securities. | ✓ Clawback policy designed to comply with applicable SEC and listing exchange requirements. ✓ Stock ownership expectations for senior executives. ✓ Independent compensation consultant engaged by and reporting to the Committee. |

  87. 2025 COMPENSATION ELEMENTS

    | TIER | ELEMENT & PURPOSE | KEY CHARACTERISTICS | | FIXED | Base Salary Compensate fairly and competitively for the responsibility and scope of each role. | • Mr. Marquez received no base salary increase for 2025. • Other NEOs received increases of 3.20%–4.02% for 2025. • Reviewed annually against competitive market data and internal equity. | | | Health / Welfare & Retirement Benefits Promote employee health, productivity, and long-term financial security. | • North America executives participate in the same medical, dental, and life insurance programs as all associates. • U.S. executives participate in the 401(k) plan on the same terms as all U.S.-based associates. • Mr. Baur participates in the Swiss Pension Plan; Mr. Cantadurucu participates in the Defined Contribution Pension Plan. | | | Limited Perquisites Provide limited business-related benefits where appropriate. | • Financial planning assistance and annual physicals for all executives. • Supplemental disability and life insurance for North America-based executives. • Contractual fringe benefits for Messrs. Baur and Cantadurucu per their respective service agreements. | | | Change In Control & Severance Protection Support management continuity in the event of an actual or threatened change in control; provide reasonable support following an involuntary termination. | • Double-trigger CIC requirement — benefits are payable only upon a qualifying termination following a change in control. • No excise tax gross-ups. • Severance Plan covers involuntary termination without cause or resignation for good reason outside of a CIC context. | | ANNUAL VARIABLE | Annual Incentive Plan Motivate and reward achievement of annual financial objectives; attract and retain key talent. | • Three metrics for 2025: Constant Currency Revenue (20%), Non- GAAP Operating Profit (40%), Levered Free Cash Flow (40%). • Payout range: 0%–200% of target opportunity. • 2025 weighted payout: 106.09% of target. | | LONG-TERM VARIABLE | Performance Cash Awards (50% of LTI) Drive sustained long-term profitability; align multi-year pay outcomes with shareholder value creation. | • Three-year performance period: January 1, 2025 – December 31, 2027. • Metrics: Cumulative Adjusted EBITDA (75% weight) and Cumulative Revenue (25% weight). • Payout range: 0%–200% of target award. • Cash-settled in 2025 to manage equity dilution; the Committee will continue to evaluate the appropriate form of delivery as the Company’s capital structure evolves. | | | Restricted Stock Units (50% of LTI) Promote retention; align executive interests with those of shareholders through direct equity ownership. | • Three-year ratable vesting in equal annual installments. • Grants made on March 1 of each year (fixed grant date, beginning 2025). • Counted toward stock ownership guidelines (5x salary for CEO; 3x for other NEOs). • Subject to the Company’s Clawback Policy and equity plan provisions. |

  88. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN All NEOs are eligible to participate in our annual incentive plan, a short-term variable compensation program. Under the plan, our NEOs are eligible to receive cash awards based upon the Company’s achievement of certain annual performance objectives which are measured against threshold, target, and maximum goals established by the Committee. These awards are granted on a sliding scale basis, with a fractional award granted for Company performance at or above the threshold goal, a full award granted for the Company’s achievement of target performance, and a premium award granted for Company performance above target and up to the maximum goal. Successful achievement against these metrics funds the annual incentive plan pool for the entire Company (including for non-NEOs) from which individual bonuses are paid. Awards granted to our NEOs under our annual incentive plan are subject to our Clawback Policy, as discussed in the “Other Compensation Policies” section below.

  89. ANNUAL INCENTIVE PLAN

    | 32 | | 2026 PROXY STATEMENT | |

  90. ANNUAL INCENTIVE PLAN

    2025 Plan Design and Outcomes The table below shows, for each performance metric, the Committee’s rationale, the performance objectives established at the start of the year, results as certified by the Committee, and each NEO’s resulting payout:

  91. ANNUAL INCENTIVE PLAN

    | PERFORMANCE METRIC | WEIGHT | PERFORMANCE REQUIRED | | | ACTUAL RESULT | PAYOUT % AT ACHIEVEMENT | WEIGHTED PAYOUT % | | | | Threshold | Target | Maximum | | | | | Constant Currency Revenue Incentivizes top-line growth; no payout below prior-year actuals | 20% | $3.817B | $3.875B | $4.030B | $3.806B | 0% | 0% | | Non-GAAP Operating Profit Barometer for profitability and liquidity; balances revenue-at-all-costs | 40% | $305M | $339M | $407M | $336.4M | 96.18% | 38.47% | | Levered Free Cash Flow(1) Incentivizes cash conversion; primary driver of annual incentive payout | 40% | $189M | $210M | $252M | $239.0M | 169.05% | 67.62% | | Total | 100% | | | | | | 106.09% |

  92. ANNUAL INCENTIVE PLAN

    Actual result shading: ∎ Below threshold ∎ Below target ∎ Above target

  93. ANNUAL INCENTIVE PLAN

    | (1) The Company previously used Unlevered Free Cash Flow as a performance metric to isolate operational performance from the impact of cash interest during the post-restructuring period. Following the debt refinancing in Q4 2024, the Company transitioned to LFCF for 2025, as it includes interest expense and is consistent with the measure reported in the Company’s public financial disclosures. |

  94. ANNUAL INCENTIVE PLAN

    Compensation Opportunities For 2025, the Committee did not make any year-over-year changes to the target annual incentive opportunities (as a percentage of base salary) for any NEO, except for Mr. Marquez. At its October 2024 meeting, the Committee reviewed a comprehensive benchmarking assessment prepared by Semler Brossy and determined that Mr. Marquez’s 120% target annual incentive opportunity had positioned his total direct compensation approximately 19% below the peer median. The Committee concluded that this positioning, which reflected conservative calibration at the time of his 2022 hire, was no longer consistent with the Company’s philosophy of targeting compensation at approximately the 50th percentile. Accordingly, prior to the start of 2025 and before any performance objectives were established, the Committee approved an increase in Mr. Marquez’s target annual incentive opportunity to 140% of base salary to begin moving Mr. Marquez’s compensation closer to the peer median.

  95. ANNUAL INCENTIVE PLAN

    | | 2026 PROXY STATEMENT | | 33 |

  96. ANNUAL INCENTIVE PLAN

    The compensation opportunities approved by the Committee for all NEOs under the 2025 annual incentive plan are set forth in the table below.

  97. ANNUAL INCENTIVE PLAN

    | NAME | TARGET (% OF SALARY) | THRESHOLD | TARGET | MAXIMUM | EARNED INCENTIVE ($) | EARNED AS % OF TARGET | | Octavio Marquez | 140% | $595,000 | $1,190,000 | $2,380,000 | $1,262,471 | 106.1% | | Thomas Timko | 120% | $424,200 | $848,400 | $1,696,800 | $900,068 | 106.1% | | Jonathan Myers | 100% | $284,000 | $568,000 | $1,136,000 | $602,591 | 106.1% | | Frank Baur(1) | 100% | $307,609 | $615,218 | $1,230,436 | $652,684 | 106.1% | | Ilhami Cantadurucu(2) | 100% | $255,227 | $510,453 | $1,020,906 | $541,539 | 106.1% | | Kathleen Creech | 100% | $241,500 | $483,000 | $966,000 | $—(3) | N/A |

  98. ANNUAL INCENTIVE PLAN

    | (1) Mr. Baur’s target and earned incentive is shown in USD. The target was originally denominated as CHF 509,708, but for purposes of this table has been converted at the average 2025 CHF:USD exchange rate of 1:1.2070. |

  99. ANNUAL INCENTIVE PLAN

    | (2) Mr. Cantadurucu’s target and earned incentive is shown in USD. The target was originally denominated as £387,000, but for purposes of this table has been converted at the average 2025 GBP:USD exchange rate of 1:1.3190. |

  100. ANNUAL INCENTIVE PLAN

    | (3) Ms. Creech departed the Company on December 4, 2025 and did not receive a payment under the annual incentive plan. |

  101. 2025 LONG-TERM INCENTIVES

    2025 LONG-TERM INCENTIVES The Committee granted long-term incentives to the NEOs in 2025 through two vehicles: performance cash awards and RSU awards. 2025 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 2025.

  102. 2025 LONG-TERM INCENTIVES

    | NAME | PERFORMANCE CASH AWARDS (50% OF LTI) | RESTRICTED STOCK UNITS (50% OF LTI) | TOTAL LTI TARGET | LTI TARGET AS % OF BASE SALARY | | Octavio Marquez | $3,081,250 | $3,081,250 | $6,162,500 | 725% | | Thomas Timko | $1,060,500 | $1,060,500 | $2,121,000 | 300% | | Jonathan Myers | $582,200 | $582,200 | $1,164,400 | 205% | | Frank Baur(1) | $461,413 | $461,413 | $922,826 | 150% | | Ilhami Cantadurucu(2) | $382,840 | $382,840 | $765,680 | 150% | | Kathleen Creech | $362,250 | $362,250 | $724,500 | 150% |

  103. 2025 LONG-TERM INCENTIVES

    | (1) Mr. Baur’s LTI opportunity is denominated in CHF (CHF 764,562 total; CHF 382,281 per component). The USD equivalent is shown based on the 2025 average CHF:USD exchange rate of 1:1.2070. |

  104. 2025 LONG-TERM INCENTIVES

    | (2) Mr. Cantadurucu’s LTI opportunity is denominated in GBP (£580,000 total; £290,000 per component). The USD equivalent is shown based on the 2025 average GBP:USD exchange rate of 1:1.3190. |

  105. 2025 LONG-TERM INCENTIVES

    Consistent with the Committee’s typical cadence for making compensation decisions, long-term incentives were granted to the NEOs in March 2025 as described in the table above, subject to three-year ratable vesting. We believe this distribution promotes strong alignment between our NEOs’ pay outcomes, our stockholders’ experience as holders of our shares of common stock, and the achievement of specific long-term outcomes for the Company. Grant of 2025-2027 Performance Cash Awards (50% of 2025 Long-Term Incentive Grant) In March 2025, the Committee granted performance cash awards to the NEOs covering a three-year performance period beginning on January 1, 2025 and concluding on December 31, 2027. Performance against these objectives can result in an NEO earning more

  106. 2025 LONG-TERM INCENTIVES

    | 34 | | 2026 PROXY STATEMENT | |

  107. 2025 LONG-TERM INCENTIVES

    (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 burn rate in 2025, 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. The Committee established two performance objectives, Cumulative Adjusted 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 2025 RSU Awards (50% of 2025 Long-Term Incentive Grant) RSUs provide NEOs with a direct incentive for building stockholder value and 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 RSUs have completed. The Committee determined that 2025 RSU grants would vest in three equal, annual installments on the anniversary of the grant.

  108. LONG-TERM INCENTIVE PROGRAMS EARNED OR VESTED IN 2025

    LONG-TERM INCENTIVE PROGRAMS EARNED OR VESTED IN 2025 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 RSUs, 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 2025, the following amounts vested under these awards:

  109. LONG-TERM INCENTIVE PROGRAMS EARNED OR VESTED IN 2025

    | NAME(1) | 2025 VESTING AMOUNT | | Octavio Marquez | $666,672 | | Jonathan Myers | $128,333 | | Ilhami Cantadurucu | $76,366 |

  110. LONG-TERM INCENTIVE PROGRAMS EARNED OR VESTED IN 2025

    | (1) Messrs. Timko and Baur and Ms. Creech were not employees of the Company in 2023 and did not participate in these deferred cash awards. |

  111. LONG-TERM INCENTIVE PROGRAMS EARNED OR VESTED IN 2025

    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. During each year of the 2023-2025 Period, the Committee established performance metrics and objectives that mirrored the performance metrics and objectives established for the annual incentive plan for that year. The performance metrics and objects for the 2025 annual incentive plan are disclosed above; performance metrics and objectives for each of the 2023 and 2024 annual incentive plans can be found in the Company’s 2024 and 2025 proxy statements, respectively, on file with the Securities and Exchange Commission. Because the NEO was required to remain an employee of the Company throughout the entire 2023-2025 Period to receive any earned part of the award, earned amounts were not reportable in the respective summary compensation tables contained in the Company’s proxy statements for the 2024 and 2025 annual meetings of stockholders. The following table presents the earnings of each participating executive across the 2023-2025 Period for these

  112. LONG-TERM INCENTIVE PROGRAMS EARNED OR VESTED IN 2025

    | | 2026 PROXY STATEMENT | | 35 |

  113. LONG-TERM INCENTIVE PROGRAMS EARNED OR VESTED IN 2025

    performance cash awards, the totals of which are included in the “Non-Equity Incentive Plan” column in the 2025 Summary Compensation Table included in this Proxy Statement.

  114. LONG-TERM INCENTIVE PROGRAMS EARNED OR VESTED IN 2025

    | NAME(1) | ANNUAL TARGET | YEAR 1 (2023) | | YEAR 2 (2024) | | YEAR 3 (2025) | | 3-YEAR TOTAL | | | | % of Target | Earned ($) | % of Target | Earned ($) | % of Target | Earned ($) | | | Octavio Marquez | $1,000,000 | 74.80%(2) | $748,000 | | $1,002,200 | | $1,060,923 | $2,811,123 | | Jonathan Myers | $192,500 | 82.80% | $159,390 | 100.22% | $192,924 | 106.09% | $204,224 | $556,538 | | Ilhami Cantadurucu | $114,550 | 82.80% | $94,847 | | $114,802 | | $121,526 | $331,175 | | 3-Year Payout Average | | | | | | | | CEO: 93.70% VP+: 96.37% |

  115. LONG-TERM INCENTIVE PROGRAMS EARNED OR VESTED IN 2025

    Payout % shading: ∎ above target (100%+) ∎ below target (threshold to 99%)

  116. LONG-TERM INCENTIVE PROGRAMS EARNED OR VESTED IN 2025

    | (1) Messrs. Timko and Baur and Ms. Creech were not employees of the Company in 2023 and did not participate in these performance cash awards. |

  117. LONG-TERM INCENTIVE PROGRAMS EARNED OR VESTED IN 2025

    | (2) Year 1 (2023) CEO achievement of 74.80% reflects more aggressive revenue targets set for the CEO relative to VP+ participants in 2023. |

  118. EMERGENCE GRANTS

    | NAME | RSUs GRANTED | RSU GRANT DATE FMV | PERFORMANCE OPTIONS GRANTED | OPTION GRANT DATE FMV | AGGREGATE GRANT DATE FMV | | Octavio Marquez | 50,088 | $1,547,719 | 250,443 | $2,734,838 | $4,282,557 | | Thomas Timko(1) | 18,783 | $836,595 | 93,916 | $1,871,746 | $2,708,341 | | Jonathan Myers | 12,522 | $386,930 | 62,610 | $683,701 | $1,070,631 | | Frank Baur | 8,139 | $251,495 | 40,696 | $444,400 | $695,895 | | Ilhami Cantadurucu | 8,139 | $251,495 | 40,696 | $444,400 | $695,895 | | Kathleen Creech(2) | — | — | — | — | — |

  119. EMERGENCE GRANTS

    The RSUs vest in equal annual installments over a four-year period, whereas the options vest in full after four years with respect to those price hurdles that have been achieved over an average twenty-trading day period prior to vesting. The Committee believes that the four-year durations of 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.

  120. EMERGENCE GRANTS

    As shown in the following illustration, 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. Because earned options do not vest until the expiration of the four-year vesting period, the Tranche 1 options earned in 2025 are not reported in the 2025 Summary Compensation Table contained in this Proxy Statement. These options are, however, reflected in the “Outstanding Equity Awards at Fiscal Year-End” table set forth herein.

  121. SEVERANCE PLAN AND CHANGE IN CONTROL AGREEMENTS

    SEVERANCE PLAN AND CHANGE IN CONTROL AGREEMENTS We maintain a Senior Leadership Severance Plan and change in control agreements intended to support retention and management continuity and to provide clarity regarding potential benefits in specified separation events. The Committee believes these arrangements help ensure that executives can remain focused on the interests of stockholders when evaluating strategic alternatives.

  122. SEVERANCE PLAN AND CHANGE IN CONTROL AGREEMENTS

    | 38 | | 2026 PROXY STATEMENT | |

  123. SEVERANCE PLAN AND CHANGE IN CONTROL AGREEMENTS

    In general, these arrangements provide benefits only in defined circumstances and are designed with governance features intended to align with stockholder expectations (including double-trigger change in control requirements and no excise tax gross-ups). A detailed description of the material terms and estimated potential payments is provided under “Potential Payments Upon Termination or Change in Control” in this Proxy Statement.

  124. ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

    ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT The Committee retains independent compensation consultants to support its evaluation of the executive compensation program and market practices. The consultant reports directly to the Committee, and the Committee has sole authority to retain or terminate the consultant and approve the consultant’s fees and scope of work. The Committee annually assesses the consultant’s independence and potential conflicts of interest in accordance with NYSE listing rules and SEC requirements.

  125. ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

    | • | 2025 Consultant. In 2025, the Committee continued its engagement of Semler Brossy Consulting Group (“Semler Brossy”). Following its independence review, the Committee determined that Semler Brossy was independent and that no conflicts of interest were raised by Semler Brossy’s work. Semler Brossy provided the Committee with updates on compensation design and market practices, supported comparative analyses of the Company’s executive compensation program, and assisted with the Committee’s annual compensation risk assessment (discussed in detail below). |

  126. ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

    | • | 2026 Consultant. For compensation design and decisions for fiscal year 2026 and forward, the Committee retained Meridian Compensation Partners (“Meridian”) to serve as its independent compensation consultant. Following its independence review, the Committee determined that Meridian is independent and that no conflicts of interest were raised by the work to be performed by Meridian. Meridian’s engagement includes support for (i) executive and director compensation program design and comparative analyses; (ii) committee agenda/materials support and market/practice updates (including proxy advisor and regulatory developments); and (iii) oversight of the compensation risk assessment process. |

  127. ROLE OF PEER COMPANIES AND COMPETITIVE MARKET DATA

    ROLE OF PEER COMPANIES AND COMPETITIVE MARKET DATA Annually, the Committee reviews public and private market compensation data provided by its consultant in developing our executive compensation program. As an additional input for evaluating the competitiveness of the Company’s executive compensation program and the executive compensation structure for individual executive roles, the Committee, with the support of its independent compensation consultant, periodically develops and approves a compensation peer group. The compensation peer group is adjusted periodically to account for changes or shifts in our business mix, revenues, and market capitalization. To aid in

  128. ROLE OF PEER COMPANIES AND COMPETITIVE MARKET DATA

    | | 2026 PROXY STATEMENT | | 39 |

  129. ROLE OF PEER COMPANIES AND COMPETITIVE MARKET DATA

    establishing its peer group for compensation design and decisions for fiscal year 2025, the Committee’s peer selection criteria was as follows:

  130. ROLE OF PEER COMPANIES AND COMPETITIVE MARKET DATA

    | Peer Selection Criteria The group is designed to be meaningful in the aggregate; individual companies need not satisfy all screening criteria. | | | Revenue: 0.33–3.0x Diebold (approx. $1.3B–$11.4B) | Market Cap: 0.25–4.0x Diebold (approx. $375M–$6.0B) | | EBITDA: 0.33–3.0x Diebold (approx. $113M–$1.0B) | Enterprise Value: 0.25–4.0x Diebold (approx. $616M–$9.9B) | | Industry Sectors: Financials, Information Technology, Industrials (GICS) | Qualitative Fit: Hardware manufacturing, retail hardware, and/or currency-focused operations; global enterprise focus |

  131. ROLE OF PEER COMPANIES AND COMPETITIVE MARKET DATA

    In August 2024, the Committee approved the following 17 peer companies to be used by the Committee’s independent consultant in preparing a pay study to assist with 2025 compensation decisions:

  132. ROLE OF PEER COMPANIES AND COMPETITIVE MARKET DATA

    | 2025 COMPENSATION PEER GROUP 17 companies approved by the Compensation Committee in August 2024 • Median Revenue: $3.758B • Median Market Cap: $3.686B | | | | Financials Transaction & Payment Processing • Financial Exchanges & Data | Information Technology Technology Hardware & Manufacturing • Software, Services & Distribution | Industrials Security & Alarm Services • Electrical Components & Equipment | | – ACI Worldwide | – Benchmark Electronics Inc. | – The Brink’s Company | | – Bread Financial Holdings | – Ciena Corporation | – Pitney-Bowes Inc. | | – Euronet Worldwide, Inc. | – Infinera Corporation | | | – NCR Atleos | – Juniper Networks, Inc. | | | – NCR Voyix Corporation | – Logitech International SA | | | – Shift4Payments | – Sabre Corporation | | | – The Western Union Company | – Sanmina Corporation | | | | – Scan Source | |

  133. CLAWBACK POLICY

    CLAWBACK POLICY In accordance with Section 10D-1 of the Exchange Act and NYSE requirements, we maintain a policy which provides for the clawback by the Company of certain incentive-based compensation erroneously awarded to any current or former executive officer in the event of a financial restatement on or after the policy’s effective date (the “Clawback Policy”). The Clawback Policy can be found attached as Exhibit 97.1 to our Annual Report on Form 10-K for the year ended December 31, 2025. In addition, all of our equity plans include provisions allowing us to cancel or “claw back” any shares received pursuant to the vesting of awards (including time-based awards) or the exercise of options in the event an executive has engaged in certain specified conduct that is deemed detrimental to the Company. If an executive has already received value for shares that were subject to these equity plan provisions (for example, by selling the shares received upon the vesting of an award), we retain the right to recover the amount of value received by the executive through garnishment of his or her salary or cash bonus. These rights are in addition to any other rights we may have available to us at law and pursuant to our Clawback Policy. Examples of detrimental conduct that could trigger the equity plan clawback provisio ns include:

  134. EQUITY AWARD GRANT PRACTICES

    EQUITY AWARD GRANT PRACTICES The Committee does not take material non-public information into account when determining the timing or terms of equity award grants, and the Company does not time the disclosure of material non-public information for the purposes of affecting the value of executive compensation. All 2025 grants were made on March 1, 2025, and the Committee has determined that in future years, all annual compensation grants will continue to be made on March 1 of the year of grant.

  135. EQUITY AWARD GRANT PRACTICES

    | 42 | | 2026 PROXY STATEMENT | |

  136. EQUITY AWARD GRANT PRACTICES

    EXECUTIVE COMPENSATION TABLES

  137. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE

  138. 2025 SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($)(2) | STOCK AWARDS ($) | OPTION AWARDS ($)(3) | NON-EQUITY INCENTIVE COMPENSATION ($)(4) | PENSION VALUE CHANGE ($)(5) | ALL OTHER COMP. ($)(6) | TOTAL ($) | | OCTAVIO MARQUEZ Director, President and CEO | 2025 | $850,000 | — | $3,075,002 | — | $4,740,267 | — | $29,132 | $8,694,401 | | | 2024 | $850,000 | — | $4,219,371 | $2,734,838 | $1,688,916 | — | $33,584 | $9,526,709 | | | 2023 | $850,000 | $500,000 | — | — | $762,987 | — | $135,426 | $2,248,413 | | THOMAS TIMKO EVP, Chief Financial Officer | 2025 | $705,985 | $300,000 | $1,058,380 | — | $900,068 | — | $20,707 | $2,985,140 | | | 2024 | $397,827 | $300,000 | $2,085,318 | $1,871,746 | $823,808 | — | $15,464 | $5,494,163 | | | 2023 | — | — | — | — | — | — | — | — | | JONATHAN MYERS EVP, Chief Revenue Officer | 2025 | $567,169 | — | $581,050 | — | $1,287,462 | — | $19,278 | $2,454,959 | | | 2024 | $550,000 | — | $907,948 | $683,701 | $679,543 | — | $20,303 | $2,841,495 | | | 2023 | $550,000 | $700,000 | — | — | $455,141 | — | $28,918 | $1,734,059 | | FRANK BAUR EVP, Chief Operating Officer | 2025 | $615,218 | — | $422,839 | — | $652,684 | $322,269 | $175,721 | $2,188,731 | | | 2024 | $535,832 | $247,259 | $606,789 | $444,400 | $522,802 | $182,130 | $211,363 | $2,750,576 | | | 2023 | — | — | — | — | — | — | — | — | | ILHAMI CANTADURUCU EVP, Global Retail | 2025 | $510,453 | — | $365,074 | — | $949,080 | — | $107,509 | $1,932,117 | | | 2024 | $480,150 | — | $581,064 | $444,400 | $549,557 | $2,080 | $83,073 | $2,140,324 | | | 2023 | $466,463 | $350,000 | — | — | $394,578 | $5,412 | $68,977 | $1,285,430 | | KATHLEEN CREECH Former EVP, Chief People Officer | 2025 | $471,138 | $200,000 | $361,536 | — | — | — | $1,762,835 | $2,795,509 | | | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — |

  139. 2025 SUMMARY COMPENSATION TABLE

    | (1) Amounts reported under the heading “Salary” for Mr. Baur are included in the table in U.S. Dollars (USD), but he receives his salary in Swiss Francs (CHF). To convert his 2025 CHF salary amount to USD for the table, we used the average CHF to USD foreign currency exchange rate for 2025 of 1:1.2070, and for 2024 of 1:1.1363. Amounts reported under the heading “Salary” for Mr. Cantadurucu are included in the table in USD, but he receives his salary in British Pounds Sterling (GBP). To convert his 2025 GBP salary amount to USD, we used the average GBP to USD foreign currency exchange rate for 2025 of 1:1.3190, for 2024 of 1:1.2804, and for 2023 of 1:1.2439. |

  140. 2025 SUMMARY COMPENSATION TABLE

    | (2) The bonus amount reported for (a) Mr. Timko consists of a one-time sign-on bonus of $600,000, paid 50% upon his hire and 50% in January 2025, in connection with his appointment as Executive Vice President, Chief Financial Officer and (b) for Ms. Creech consists of a one-time bonus of $200,000 paid in March 2025 in connection with her appointment as Executive Vice President, Chief People Officer. |

  141. 2025 SUMMARY COMPENSATION TABLE

    | (3) Amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of options calculated in accordance with FASB ASC Topic 718, using the Black-Scholes option pricing model. |

  142. 2025 SUMMARY COMPENSATION TABLE

    | (4) Amounts reported in the “Non-Equity Incentive Plan Compensation Column” include payments under our annual incentive plan for the 2025 fiscal year, and, to the extent the executive was a participant, (a) one-third of the executive’s 2023 deferred cash award paid in March 2025 and (b) the full earned amount paid with respect to the Company’s 2023-2025 performance cash awards. These awards are discussed in more detail in “Compensation Discussion and Analysis” above. |

  143. 2025 SUMMARY COMPENSATION TABLE

    | (5) Amounts shown for Mr. Baur reflect the increase in the present value of accumulated benefits attributable to Mr. Baur’s employment under a pension fund in Switzerland operated by Swiss Life Collective BVG Foundation, in which our Swiss subsidiary participates. This amount includes contributions paid during 2025 and 2024 by both the Company and Mr. Baur in CHF, converted to USD based on an average CHF to USD foreign currency exchange rate for 2025 of 1:1.2070 and for 2024 of 1:1.1363. While Mr. Cantadurucu maintains a balance under the Wincor Nixdorf AG Pension Scheme, for 2025, the present value of accumulated benefits attributable to this balance decreased by approximately USD $11,800 during 2025. In accordance with Instruction 3 to Item 402(c)(2)(viii) of Regulation S-K, the change in actuarial present value is being reported in this 2025 Summary Compensation Table at $0. |

  144. 2025 SUMMARY COMPENSATION TABLE

    | There was no above-market or preferential interest earned by any NEO in fiscal year 2025 on non-qualified deferred compensation. |

  145. 2025 SUMMARY COMPENSATION TABLE

    | | 2026 PROXY STATEMENT | | 43 |

  146. 2025 SUMMARY COMPENSATION TABLE

    | (6) Amounts reported as “All Other Compensation” for 2025 include: |

  147. 2025 SUMMARY COMPENSATION TABLE

    | NAME | RETIREMENT CONTRIBUTIONS | FINANCIAL PLANNING | INSURANCE PREMIUMS | CAR ALLOWANCE | EXEC. PHYSICAL | SEVERANCE | TOTAL | | Marquez | $9,720 | $10,000 | $9,412 | — | — | — | $29,132 | | Timko | $5,805 | $10,000 | $4,902 | — | — | — | $20,707 | | Myers | $5,250 | $10,000 | $2,211 | — | $1,817 | — | $19,278 | | Baur(a) | $152,685 | $10,000 | — | $13,036 | — | — | $175,721 | | Cantadurucu(b) | $80,493 | $10,000 | — | $11,080 | $5,936 | — | $107,509 | | Creech(c) | $8,850 | $10,000 | $3,476 | — | — | $1,740,510 | $1,762,835 |

  148. 2025 SUMMARY COMPENSATION TABLE

    | (a) Amounts reported in this chart for Mr. Baur are included in the table in U.S. Dollars (USD) but have been converted from Swiss Francs (CHF) based on the average CHF to USD foreign currency exchange rate for 2025 of 1:1.2070. |

  149. 2025 SUMMARY COMPENSATION TABLE

    | (b) Amounts reported in this chart for Mr. Cantadurucu are included in the table in USD but have been converted from British Pound Sterling (GBP) based on the average GBP to USD foreign currency exchange rate for 2025 of 1:1.3190. |

  150. 2025 SUMMARY COMPENSATION TABLE

    | (c) The amounts reported in this column for Ms. Creech reflect a cash severance payment of $1,266,000 and a payment in respect of her participation in the annual incentive plan for executives of $474,510 in accordance with SEC guidance applicable to the reporting of separation agreement payments. Each payment was made pursuant to her Separation Agreement and Release entered into upon her separation from the Company on December 4, 2025. |

  151. 2025 SUMMARY COMPENSATION TABLE

    | 44 | | 2026 PROXY STATEMENT | |

  152. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    2025 GRANTS OF PLAN-BASED AWARDS TABLE

  153. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    | NAME | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ALL OTHER STOCK AWARDS: # SHARES (#) | ALL OTHER OPTION AWARDS: # OPTIONS (#) | EXERCISE PRICE ($/SH) | GRANT DATE FAIR VALUE ($) | | | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAX. ($) | | | | | | | 3/1/2025(2) | — | — | — | 69,523 | — | — | $3,075,002 | | Marquez | 3/1/2025(3) | $595,000 | $1,190,000 | $2,380,000 | — | — | — | — | | | 3/1/2025(4) | $1,540,625 | $3,081,250 | $6,162,500 | — | — | — | — | | | 3/1/2025(2) | — | — | — | 23,929 | — | — | $1,058,380 | | Timko | 3/1/2025(3) | $424,200 | $848,400 | $1,696,800 | — | — | — | — | | | 3/1/2025(4) | $530,250 | $1,060,500 | $2,121,000 | — | — | — | — | | | 3/1/2025(2) | — | — | — | 13,137 | — | — | $581,050 | | Myers | 3/1/2025(3) | $284,000 | $568,000 | $1,136,000 | — | — | — | — | | | 3/1/2025(4) | $291,100 | $582,200 | $1,164,400 | — | — | — | — | | | 3/1/2025(2) | — | — | — | 9,560 | — | — | $422,839 | | Baur | 3/1/2025(3) | $307,609 | $615,218 | $1,230,435 | — | — | — | — | | | 3/1/2025(4) | $211,834 | $423,667 | $847,334 | — | — | — | — | | | 3/1/2025(2) | — | — | — | 8,254 | — | — | $365,074 | | Cantadurucu | 3/1/2025(3) | $255,227 | $510,453 | $1,020,906 | — | — | — | — | | | 3/1/2025(4) | $182,900 | $365,800 | $731,600 | — | — | — | — | | | 3/1/2025(2) | — | — | — | 8,174 | — | — | $361,536 | | Creech | 3/1/2025(3) | $241,500 | $483,000 | $966,000 | — | — | — | — | | | 3/1/2025(4) | $181,125 | $362,250 | $724,500 | — | — | — | — |

  154. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) The Company did not grant performance-based long-term incentives pursuant to its equity incentive plan during 2025. Accordingly, such columns have been omitted from this table. |

  155. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) This row presents information about RSUs granted to the NEO’s as part of their 2025 long-term incentive award. These RSUs had a grant price on March 1, 2025 of $44.23 per share and vest in three equal, annual installments from the date of grant. For a more detailed description of these awards, see the related descriptions above in the “Compensation Discussion and Analysis.” |

  156. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) This row presents information about the potential payouts under our annual incentive plan for fiscal year 2025. For a more detailed description of the annual incentive plan, including the performance measures for 2025 and the amounts actually earned by each NEO, see the related descriptions above in the “Compensation Discussion and Analysis.” |

  157. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) This row presents information about the performance-based cash awards granted to the NEOs as part of their 2025 long-term incentive award. Payout of the performance cash awards is based on achievement against threshold, target, and maximum comprehensive performance objectives for the three-year period beginning on January 1, 2025 and ending on December 31, 2027 (the “2025-2027 Period”). For a more detailed description of these awards and the related performance measures, see the related descriptions above in the “Compensation Discussion and Analysis.” |

  158. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table provides information relating to exercisable and unexercisable options awards as of December 31, 2025 for the NEOs. In addition, the following table provides information relating to grants of RSUs and stock options to the NEOs that had not yet vested as of December 31, 2025. No share appreciation rights were outstanding as of December 31, 2025.

  159. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | NAME | GRANT DATE OF AWARD | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT | | | | EXERCISABLE (#) | UNEXERCISABLE (#) | | | | | | | VESTED ($) | | Marquez | 1/19/2024(2) | — | 100,177 | 150,266 | $30.90 | 01/19/2034 | — | — | — | — | | | 1/19/2024(3) | — | — | — | — | — | 37,566 | $2,550,356 | — | — | | | 3/7/2024(4) | — | — | — | — | — | 53,616 | $3,639,990 | — | — | | | 3/1/2025(5) | — | — | — | — | — | 69,523 | $4,719,916 | — | — | | Timko | 5/17/2024(2) | — | 37,566 | 56,350 | $44.54 | 05/17/2034 | — | — | — | — | | | 5/17/2024(3) | — | — | — | — | — | 14,088 | $956,434 | — | — | | | 5/17/2024(4) | — | — | — | — | — | 18,691 | $1,268,932 | — | — | | | 3/1/2025(5) | — | — | — | — | — | 23,929 | $1,624,540 | — | — | | Myers | 1/19/2024(2) | — | 25,044 | 37,566 | $30.90 | 01/19/2034 | — | — | — | — | | | 1/19/2024(3) | — | — | — | — | — | 9,390 | $637,487 | — | — | | | 3/1/2024(4) | — | — | — | — | — | 10,532 | $715,017 | — | — | | | 3/1/2025(5) | — | — | — | — | — | 13,137 | $891,871 | — | — | | Baur | 1/19/2024(2) | — | 16,278 | 24,418 | $30.90 | 01/19/2034 | — | — | — | — | | | 1/19/2024(3) | — | — | — | — | — | 6,105 | $414,468 | — | — | | | 3/1/2024(4) | — | — | — | — | — | 7,182 | $487,586 | — | — | | | 3/1/2025(5) | — | — | — | — | — | 9,560 | $649,028 | — | — | | Cantadurucu | 1/19/2024(2) | — | 16,278 | 24,418 | $30.90 | 01/19/2034 | — | — | — | — | | | 1/19/2024(3) | — | — | — | — | — | 6,105 | $414,468 | — | — | | | 3/1/2024(4) | — | — | — | — | — | 6,662 | $452,283 | — | — | | | 3/1/2025(5) | — | — | — | — | — | 8,254 | $560,364 | — | — | | Creech(6) | — | — | — | — | — | — | — | — | — | — |

  160. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (1) The values presented in this column are based on the closing price of our common shares of $67.89 on the New York Stock Exchange on December 31, 2025, the last trading day of our fiscal 2025 year. |

  161. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (2) This row presents information about the price-vested options granted to the NEOs on January 19, 2024 (or in the case of Mr. Timko, upon his hire on May 17, 2024) as part of their emergence grants during 2024. These options vest in full after four years, subject to the achievement of certain price hurdles during the four-year vesting period. For a more detailed description of these awards and the price hurdles, see the related descriptions above in the “Compensation Discussion and Analysis.” |

  162. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (3) This row presents information about RSUs granted to the NEOs on January 19, 2024 (or in the case of Mr. Timko, upon his hire on May 17, 2024) as part of their emergence grants during 2024. These RSUs vest in four equal, annual installments from the date of grant. For a more detailed description of these awards, see the related descriptions above in the “Compensation Discussion and Analysis.” |

  163. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (4) This row presents information about RSUs granted to the NEOs on March 1, 2024 (or in the cases of Messrs. Marquez and Timko, on March 7, 2024 or May 17, 2024, respectively) as part of their 2024 long-term incentive award. These RSUs vest in three equal, annual installments from the date of grant. For a more detailed description of these awards, see the related descriptions above in the “Compensation Discussion and Analysis.” |

  164. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (5) This row presents information about RSUs granted to the NEOs on March 1, 2025 as part of their 2025 long-term incentive award. These RSUs vest in three equal, annual installments from the date of grant. For a more detailed description of these awards, see the related descriptions above in the “Compensation Discussion and Analysis.” |

  165. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (6) Ms. Creech separated from the Company on December 4, 2025. All of Ms. Creech’s outstanding equity awards were forfeited on that date. |

  166. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | 2026 PROXY STATEMENT | | 47 |

  167. 2025 STOCK VESTED

    2025 STOCK VESTED The following table provides information regarding the vesting of stock awards for each NEO, on an aggregate basis, during 2025.

  168. 2025 STOCK VESTED

    | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | Marquez | 39,329 | $1,729,374 | | Timko | 14,040 | $622,210 | | Myers | 8,396 | $372,169 | | Baur | 5,625 | $249,323 | | Cantadurucu | 5,365 | $237,883 | | Creech | 2,603 | $115,131 |

  169. 2025 STOCK VESTED

    | (1) The value realized is calculated by multiplying the number of shares of common stock by the market value of the underlying securities on the vesting date. The number of shares actually received upon vesting may be less than the number shown due to shares being withheld for the payment of applicable taxes. |

  170. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    2025 NON-QUALIFIED DEFERRED COMPENSATION

  171. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    | NAME | EXEC. CONTRIBUTIONS IN 2025 ($) | REGISTRANT CONTRIBUTIONS IN 2025 ($) | AGGREGATE EARNINGS IN 2025 ($)(1) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AS OF DEC 31, 2025 ($)(2) | | Marquez | — | — | $126,330 | — | $813,378 | | Timko | — | — | — | — | — | | Myers | — | — | — | — | — | | Baur | — | — | — | — | — | | Cantadurucu | — | — | — | — | — | | Creech | — | — | — | — | — |

  172. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    | (1) This amount represents aggregate earnings on executive and registrant contributions. This amount is not reflected in the 2025 Summary Compensation Table as it is not considered preferential or above-market earnings on deferred compensation. |

  173. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    | (2) This column reflects the balance of all contributions and the aggregate earnings (or losses) on such contributions. No portion of this amount is reflected in the 2025 Summary Compensation Table, except current-year registrant contributions and executive contributions, respectively, if any. Of these balances, $18,218 was reported for Mr. Marquez as executive and registrant contributions in summary compensation tables in prior year proxy statements. |

  174. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The table below identifies the compensation and benefits that would generally be available to the NEOs in various scenarios, based on the Company’s programs, equity award agreements, and other agreements as they were in effect on December 31, 2025. Except as required by law (or in connection with accrued or vested benefits under certain non-qualified plans), no benefits are payable to any NEO, and all equity, deferred cash, and performance-based awards forfeit, as a result of an involuntary for-cause termination or voluntary resignation without good reason. This table does not describe benefits available to both salaried employees and our NEOs on the same terms. Mr. Baur does not participate in the Company’s U.S. Senior Leadership Severance Plan and is not party to a change in control agreement. In the event of his separation, Mr. Baur is entitled to statutory benefits under Swiss law available to all salaried employees subject to Swiss law; accordingly, his severance and change in control columns reflect only those benefits he holds under Company-wide plans (pension and annual incentive).

  175. PAY-VERSUS-PERFORMANCE

    | FISCAL YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO #1 ($) (1) | COMPENSATION ACTUALLY PAID TO PEO #1 ($) (1)(2) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO #2 ($) (1)(2) | COMPENSATION ACTUALLY PAID TO PEO#2 ($) (1) | A VER AGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs ($) (3) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs ($) (2)(3) | FIXED $100 INVESTMENT BASED ON: | | NET INCOME (LOSS) ($ IN MM) (5) | NON-GAAP OP ($ IN MM) (5)(6) | | | | | | | | | COMPANY TSR ($) (4) | PEER GROUP TSR ($) (4) | | | | 2025 | $8,694,401 | $17,653,206 | | | $2,471,291 | $3,936,890 | $330.04 | $124.03 | $97.5 | $336.4 | | 2024 | $9,526,709 | $12,537,384 | | | $3,365,944 | $3,166,911 | $209.24 | $117.12 | $(14.5) | $305.3 | | 2023 | $2,248,413 | $1,562,882 | | | $1,683,294 | $1,508,530 | $134.65 | $105.81 | $1,376.1 | $344.4 | | 2022 | $5,660,334 | $1,604,309 | $4,291,389 | $(9,050,186) | $2,715,165 | $698,389 | | | $(581.4) | $197.5 | | 2021 | | | $26,169,529 | $16,042,728 | $3,586,248 | $1,842,238 | | | $(78.8) | $332.7 |

  176. PAY-VERSUS-PERFORMANCE

    | (2) The “Compensation Actually Paid” reported in this column is derived from the 2025 Summary Compensation Table total for the applicable fiscal year by making the following deductions and additions: |

  177. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the median of the annual total compensation of our employees, the annual total compensation of our principal executive officer, and the ratio of these two amounts. In calculating this ratio, we are required to identify our median employee once every three years and calculate total compensation for that employee each year. We identified our median employee as of December 31, 2024 based on the annualized base salaries of our employees. We calculated annual total compensation for the identified employee for 2025 using the same methodology we use to calculate the total compensation of our NEOs as reported in the above 2025 Summary Compensation Table. We have calculated the annual total compensation of our median employee to be $34,383. As reported in the 2025 Summary Compensation Table, the total compensation of Mr. Marquez, our President and CEO in 2025, was $8,694,401 for 2025, the ratio of the total compensation of our Chief Executive Officer to the estimated median of the annual total compensation of our employees was approximately 253 to 1. We believe this pay ratio is a reasonable, good faith estimate calculated in a manner consistent with SEC rules. Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for our Company, as other companies have offices in different countries, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

  178. CEO PAY RATIO DISCLOSURE

    | 58 | | 2026 PROXY STATEMENT | |

  179. CEO PAY RATIO DISCLOSURE

    REPORT OF THE AUDIT COMMITTEE The Audit Committee is currently composed of Arthur F. Anton (Chair), Mark Gross, Maura A. Markus, David H. Naemura and Dr. Colin J. Parris. Each member of the committee is independent as defined in the NYSE Listed Company Manual and SEC rules. The primary duties and responsibilities of the committee are (1) to monitor the adequacy of our financial reporting process and systems of internal controls regarding finance, accounting and legal compliance, (2) to monitor the independence and performance of our outside auditors and internal audit department, and (3) to provide an avenue of communication among the outside auditors, management, the internal audit department and the Board. The Board has adopted an Audit Committee Charter, which is available on our investor relations website at investors.dieboldnixdorf.com. The Audit Committee has reviewed and discussed with our management and KPMG LLP, our independent registered public accounting firm, the audited financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Audit Committee has also discussed with our independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and the SEC. The Audit Committee has received and reviewed the written disclosures and the letter from KPMG LLP required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the Audit Committee concerning independence and has discussed with KPMG LLP its independence. The Audit Committee has also considered whether the provision of non-audit services to us by KPMG LLP is compatible with maintaining its independence. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC. The foregoing report was submitted by the Audit Committee 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 Audit Committee: Arthur F. Anton (Chair) Mark Gross Maura A. Markus David H. Naemura Dr. Colin J. Parris

  180. CEO PAY RATIO DISCLOSURE

    | | 2026 PROXY STATEMENT | | 59 |

  181. CEO PAY RATIO DISCLOSURE

    STOCKHOLDERS SHARING THE SAME ADDRESS Some banks, brokers and other intermediaries engage in the practice of “householding” our proxy statements, annual reports and Notice of Internet Availability of Proxy Materials. This means that, if stockholders within the same household request a physical copy of our proxy statement, annual report or Notice of Internet Availability of Proxy Materials, only one copy may be sent to that household unless the stockholders specifically request to receive multiple copies. We will promptly deliver a separate copy of our Annual Report on Form 10-K for the year ended December 31, 2025, this Proxy Statement, or the Notice of Internet Availability of Proxy Materials to you if you share an address subject to householding. Please contact our Corporate Secretary prior to May 8, 2026 at 350 Orchard Avenue NE, P.O. Box 3077, North Canton, Ohio 44720 or (330) 490-4000 if you wish to receive a separate copy. Please contact your bank, broker or other intermediary if you wish to receive individual copies of our proxy materials in the future. Please contact your bank, broker or other intermediary, or our Corporate Secretary as provided above if members of your household are currently receiving individual copies and you would like to receive a single household copy for future meetings. We encourage you to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our materials for the 2026 Annual Meeting of Stockholders. EXPENSES OF SOLICITATION The cost of soliciting the proxies will be paid by us. In addition to solicitation by mail, some of our directors, officers and employees, without extra compensation, may conduct additional solicitations by telephone, facsimile and personal interviews. We may also enlist, at our own cost, the assistance of banks, bankers and brokerage houses in additional solicitations of proxies and proxy authorizations, particularly from those of their clients or customers whose shares are not registered in the clients’ or customers’ own names. Brokers, bankers, etc., will be reimbursed for out-of-pocket and reasonable clerical expenses incurred in obtaining instructions from beneficial owners of the shares of common stock. It is estimated that the expense of such special solicitation will be nominal.

  182. CEO PAY RATIO DISCLOSURE

    | 60 | | 2026 PROXY STATEMENT | |

  183. CEO PAY RATIO DISCLOSURE

    STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING We must receive by December 3, 2026 any proposal of a stockholder intended to be presented at our 2027 Annual Meeting of Stockholders and to be included in our proxy, notice of meeting and proxy statement related to the 2027 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act (“Rule 14a-8”). Such proposals should be submitted to our Corporate Secretary at our principal executive office by certified mail, return receipt requested. Notice of proposals of stockholders submitted outside the processes of Rule 14a-8 under the Exchange Act regarding the nominations of directors which a stockholder intends to present at our 2027 Annual Meeting of Stockholders must be delivered to or mailed and received at our principal executive office on or between January 22, 2027 and February 21, 2027 (or, if the date of the 2027 Annual Meeting of Stockholders is advanced more than thirty (30) calendar days prior to or delayed by more than thirty (30) calendar days after May 22, 2027, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of the ninetieth (90th) calendar day prior to such annual meeting or the tenth (10th) calendar day following the day on which public announcement of the date of such meeting is first made) or such nominations will be considered untimely under the advance notice provisions of our Bylaws. In addition to complying with the procedures described above, stockholders who intend to solicit proxies in support of a director candidate other than the Company’s nominees for consideration by the stockholders at the Company’s 2027 Annual Meeting of Stockholders must also comply with the SEC’s “universal proxy card” rules under Rule 14a-19 of the Exchange Act (“Rule 14a-19”). Rule 14a-19 requires proponents to provide a notice to the Corporate Secretary of the Company, no later than March 23, 2027, setting forth all of the information and disclosures required by Rule 14a-19. If the 2027 Annual Meeting of Stockholders is set for a date that is not within thirty (30) calendar days of the anniversary of the date of the 2026 Annual Meeting of Stockholders, then notice must be provided by the later of sixty (60) calendar days prior to the date of the 2027 Annual Meeting of Stockholders or by the close of business on the tenth (10th) calendar day following the day on which a public announcement of the date of the 2027 Annual Meeting of Stockholders is first made. Other non-Rule 14a-8 proposals must be received by us at our principal executive office on or between January 22, 2027 and February 21, 2027 (or, if the 2027 Annual Meeting of Stockholders is held more than thirty (30) days prior to or after May 22, 2027, notice by the stockholder to be timely must be delivered not later than the close of business on the later of the ninetieth (90th) calendar day prior to such annual meeting or the tenth (10th) calendar day following the day on which public announcement of the date of such meeting is first made), or such proposals will be considered untimely under the advance notice provisions of our Bylaws. Our proxy related to the 2026 Annual Meeting of Stockholders will give discretionary authority to the Proxy Committee to vote with respect to all non-Rule 14a-8 proposals properly brought before the 2027 Annual Meeting of Stockholders.

  184. CEO PAY RATIO DISCLOSURE

    | | 2026 PROXY STATEMENT | | 61 |

  185. CEO PAY RATIO DISCLOSURE

    OTHER MATTERS We are not aware of any matters to be presented at the 2026 Annual Meeting of Stockholders other than the matters set forth herein. Should any other matters be presented for a vote of the stockholders, the proxy in the enclosed form confers discretionary voting authority upon the Proxy Committee. In accordance with the provisions of the Ohio Revised Code, the Board has appointed inspectors of elections to act at the 2026 Annual Meeting of Stockholders. Please note that you will not be able to attend the meeting in person this year. Details regarding how to attend the virtual meeting and vote are described under “Participating in the 2026 Annual Meeting of Stockholders” and “Voting Information” in this Proxy Statement. For additional information, you may contact our Corporate Secretary at 350 Orchard Avenue NE, P.O. Box 3077, North Canton, Ohio 44720 or (330) 490-4000. By Order of the Board of Directors,

  186. CEO PAY RATIO DISCLOSURE

    | | | Elizabeth Radigan | | Executive Vice President, Chief Administrative Officer and Corporate Secretary |

  187. CEO PAY RATIO DISCLOSURE

    North Canton, Ohio

  188. CEO PAY RATIO DISCLOSURE

    | 62 | | 2026 PROXY STATEMENT | |

  189. CEO PAY RATIO DISCLOSURE

    | DIEBOLD NIXDORF, INCORPORATED 350 ORCHARD AVENUE NE NORTH CANTON, OH 44720 | VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time on May 21, 2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/DBD2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time on May 21, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |

  190. CEO PAY RATIO DISCLOSURE

    | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | | | V90787-P46032 | KEEP THIS PORTION FOR YOUR RECORDS |

  191. CEO PAY RATIO DISCLOSURE

    — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.