dbd-20250930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________

Form 10-Q

__________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-4879

_________________________________________________

Diebold Nixdorf, Incorporated

(Exact name of registrant as specified in its charter)

________________________________________________

Delaware

34-0183970

(State or other jurisdiction of
incorporation or organization)

(IRS Employer
Identification Number)

350 Orchard Avenue NE

North Canton

Ohio

44720-2556

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (330) 490-4000

__________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

DBD

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

Number of shares of common stock outstanding as of October 31, 2025 was 35,867,156.


Forward-Looking Statement Disclosure			3
Part I - Financial Information			4
Management's Discussion and Analysis of Financial Condition and Results of Operations			4
Results of Operations			4
Liquidity and Capital Resources			6
Critical Accounting Policies and Estimates			7
Condensed Financial Statements and Notes			8
Statement of Financial Position			8
Statement of Earnings			9
Statement of Cash Flows			10
Statement of Comprehensive Income (Loss)			11
Statement of Changes in Shareholders' Equity			11
Note 1: Basis of Presentation			12
Note 2: Earnings Per Share			12
Note 3: Income Taxes			12
Note 4: Inventories			13
Note 5: Property, Plant and Equipment and Operating Leases			13
Note 6: Goodwill and Other Intangible Assets			13
Note 7: Product Warranties			14
Note 8: Restructuring			14
Note 9: Debt			14
Note 10: Shareholders' Equity			15
Note 11: Financial Instruments and Fair Value			16
Note 12: Commitments and Contingencies			17
Note 13: Revenue			17
Note 14: Segments			18
Quantitative and Qualitative Disclosures About Market Risk			19
Controls and Procedures			19
Part II - Other Information			19
Legal Proceedings			19
Risk Factors			19
Unregistered Sales of Equity Securities and Use of Proceeds			19
Defaults Upon Senior Securities			19
Mine Safety Disclosure			19
Exhibits			20
Signatures			20

Forward-Looking Statement Disclosure. This Quarterly Report on Form 10-Q may contain statements that are not historical information and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. These forward-looking statements include, but are not limited to, projections, statements regarding the Company's expected future performance (including expected results of operations), future financial condition, anticipated operating results, strategy plans, future liquidity and financial position.

Statements can generally be identified as forward looking because they include words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “will,” “estimates,” “potential,” “target,” “predict,” “project,” “seek,” and variations thereof or “could,” “should” or words of similar meaning. Statements that describe the Company's future plans, objectives or goals are also forward-looking statements, which reflect the current views of the Company with respect to future events and are subject to assumptions, risks and uncertainties that could cause actual results to differ materially. Although the Company believes that these forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, its knowledge of its business, and key performance indicators that impact the Company, these forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed in or implied by the forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

The factors that may affect our results include, among others:

• the success of new products and services, including Branch Automation Solutions for banking, cash recycling technology, DN Series® EASY family of retail checkout solutions and Vynamic® Smart Vision technology;

• ability to successfully execute on our digitally enabled hardware, services and software strategy;

• ability to generate sufficient cash flows to service our indebtedness, fund our operations, make adequate capital investments and repurchase our common shares;

• the ultimate benefits of continuous improvement programs and other cost savings plans;

• risks related to our international operations, including geopolitical instability and wars;

• developments from recent and potential changes to trade policies by the U.S. or other countries, including tariffs;

• the impact of the proliferation of payment options other than cash, which could result in a reduced need for cash in the marketplace and a resulting decline in the usage of ATMs;

• the impact of increased energy, raw material and labor costs;

• the impact of competitive pressures, including pricing and the introduction of new products and services by our competitors;

• the impact of a cybersecurity incident or operational failure on our business;

• challenges associated with the use of artificial intelligence in our business;

• reliance on suppliers, subcontractors and availability of raw materials and other components;

• reliance on third parties, including to provide security systems and systems integration as well as outsourced business processes and other financial services;

• ability to attract, retain and motivate key employees;

• the impact of additional tax expense or exposures;

• the potential for additional pension liability or expense associated with low investment performance by our pension plan assets;

• success in executing potential acquisitions, investments or partnerships and divestitures;

• the impact of market and economic conditions, including the bankruptcies, restructuring or consolidations of financial institutions, which could reduce our customer base and/or adversely affect our customers' ability to make capital expenditures, as well as adversely impact the availability and cost of credit;

• changes in political, economic or other factors such as currency exchange rates, inflation rates (including the impact of possible currency devaluations in countries experiencing high inflation rates), recessionary or expansive trends, disruption in energy supply, taxes and regulations and laws affecting the worldwide business in each of our operations;

• ability to maintain effective internal controls;

• the impact of regulatory and financial risks related to climate change;

• the impact of an adverse determination that our services, products or manufacturing processes infringe the intellectual property rights of others, or our failure to enforce its intellectual property rights;

• exposure to liabilities under the FCPA or other worldwide anti-bribery laws;

• the effect of changes in law and regulations or the manner of enforcement in the United States and internationally and our ability to comply with applicable laws and regulations;

•the amount and timing of any repurchases of our common shares; and

• other factors included in our filings with the Securities and Exchange Commission (the "SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2024.

Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements.

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Part I – Financial Information

Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview. Management’s discussion and analysis of financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and accompanying notes that appear within this Quarterly Report on Form 10-Q. Unless otherwise stated, U.S. dollar amounts within this Quarterly Report on Form 10-Q are listed in millions.

Introduction. Diebold Nixdorf, Incorporated (collectively with its subsidiaries, the Company) automates, digitizes and transforms the way people bank and shop. As a partner to the majority of the world's top 100 financial institutions and top 25 global retailers, the Company's integrated solutions connect digital and physical channels conveniently, securely and efficiently for millions of consumers each day. The Company has a presence in more than 100 countries with approximately 21,000 employees worldwide.

Innovation. The Company seeks to continually enhance the consumer experience at bank and retail locations while streamlining cost structures and business processes for its customers through the smart integration of hardware, software and services. The Company partners with other leading technology companies and regularly refines its research and development (R&D) spend to support a better transaction experience. In addition, the Company is focused on consistently innovating its solutions while effectively improving its business processes and cost management efforts.

Business Drivers. The Company has two operating segments: Banking and Retail. The business drivers of the Company's future performance include, but are not limited to:

•demand for self-service and automation from Banking and Retail customers driven by the evolution of consumer behavior;

•demand for cost efficiencies and better usage of real estate for bank branches and retail stores as they transform their businesses to meet the needs of their customers while facing macro-economic challenges;

•demand for services on distributed IT assets such as ATMs, point-of-sale (POS) and self-checkout (SCO), including managed services and professional services;

•timing of product upgrades and/or replacement cycles for ATMs, POS and SCO;

•demand for software products and professional services;

•demand for security products and services for the financial, retail and commercial sectors; and

•demand for innovative technology in connection with the Company's strategy.

Tariffs. As the Company operates in a highly dynamic tariff environment, it is focused on continuing to deliver our products and services to its customers. Given the global nature of the business, tariffs will result in additional cost for the Company and its suppliers. The Company is optimizing operations and leveraging existing programs and strategies to reduce the impact from tariffs. It is also taking measures to control cost and implementing pricing actions to primarily mitigate the remaining impact. Assuming the current tariff conditions of 55% on imports from China and 15% on imports from other countries remain in effect for 2025, the Company continues to estimate a net impact of approximately $5.0 to $10.0. The Company has prioritized mitigating the impact on materials with the highest tariff exposure through sourcing of alternative parts, supplier negotiations, price adjustments and productivity improvements. The Company will continue to monitor tariff policies and its related mitigation strategies.

Results of Operations. The following discussion of the Company’s financial condition and results of operations provides information that will assist in understanding the financial statements and the changes in certain key items in those financial statements. The following discussion should be read in conjunction with the condensed consolidated financial statements and the accompanying notes that appear elsewhere in this Quarterly Report on Form 10-Q.


	Three months ended September 30,						Nine months ended September 30,
Net Sales	2025		2024		% Change	% Change in CC (1)	2025		2024		% Change	% Change in CC (1)

Services	$	402.0	$	400.5	0.4	(1.6)	$	1,191.7	$	1,188.6	0.3	0.2
Products	288.2		290.1		(0.7)	(3.3)	807.3		858.2		(5.9)	(6.3)
Total Banking	690.2		690.6		(0.1)	(2.1)	1,999.0		2,046.8		(2.3)	(2.5)


Services	142.2		141.2		0.7	(4.2)	403.6		418.6		(3.6)	(6.2)
Products	112.8		95.3		18.4	13.0	298.9		296.8		0.7	(1.6)
Total Retail	255.0		236.5		7.8	2.7	702.5		715.4		(1.8)	(4.3)

Total net sales	$	945.2	$	927.1	2.0	(0.9)	$	2,701.5	$	2,762.2	(2.2)	(3.0)

(1) The Company calculates constant currency by translating the prior-year period results at the current year exchange rate. The Company calculates constant currency by translating the prior-year period results at the current year exchange rate.

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Three months ended September 30, 2025 compared with three months ended September 30, 2024. Net sales increased $18.1, or 2.0%, including a net favorable currency impact of $26.3 primarily related to the euro. After excluding the favorable currency impact, net sales decreased by $8.2. Banking net sales decreased $0.4 or 0.1%, including a net favorable currency impact of $14.5, related primarily to the euro. After excluding the favorable currency impact, net sales decreased $14.9, driven by lower ATM unit sales volume. Banking net sales represented 73.0% and 74.5% of total net sales for the three months ended September 30, 2025 and 2024, respectively. Retail net sales increased $18.5 or 7.8%, including a net favorable currency impact of $11.8 primarily related to the euro. After excluding the favorable currency impact, net sales increased $6.7 primarily due to increased Products net sales driven by stronger electronic point of sale business. Retail net sales represented 27.0% and 25.5% of total net sales for the three months ended September 30, 2025 and 2024, respectively.

Nine months ended September 30, 2025 compared with nine months ended September 30, 2024. Net sales decreased $60.7, or 2.2%, including a net favorable currency impact of $22.4 primarily related to the euro. After excluding the favorable currency impact, net sales decreased by $83.1. Banking net sales decreased $47.8 or 2.3%, including a net favorable currency impact of $3.7, related primarily to the euro. After excluding the favorable currency impact, net sales decreased $51.5, driven by lower ATM unit sales volume. Banking net sales represented 74.0% and 74.1% of total net sales for the nine months ended September 30, 2025 and 2024, respectively. Retail net sales decreased $12.9 or 1.8%, including a net favorable currency impact of $18.7 primarily related to the euro. After excluding the favorable currency impact, net sales decreased $31.6 primarily due to first-half market headwinds related to Products that we expect to recover in the second-half of 2025. Retail net sales represented 26.0% and 25.9% of total net sales for the nine months ended September 30, 2025 and 2024, respectively.


	Three months ended September 30,							Nine months ended September 30,
Gross Margin	2025			2024			% Change	2025			2024			% Change
Gross profit - services	$	135.8		$	138.2		(1.7)	$	383.5		$	397.0		(3.4)
Gross profit - products	109.3			98.4			11.1	297.9			291.4			2.2
Total gross profit	$	245.1		$	236.6		3.6	$	681.4		$	688.4		(1.0)
Gross margin - services	25.0		%	25.5		%		24.0		%	24.7		%
Gross margin - products	27.3		%	25.5		%		26.9		%	25.2		%
Total gross margin	25.9		%	25.5		%		25.2		%	24.9		%

Services gross margin decreased 50 and 70 basis points in the three and nine months ended September 30, 2025, respectively, primarily due to operational cost pressures and other investments associated with North America business expansion and continuous improvement. Product gross margin increased 180 and 170 basis points in the three and nine months ended September 30, 2025, respectively, primarily due to favorable geographic mix of ATM machines in the periods as well as improved pricing.


	Three months ended September 30,							Nine months ended September 30,
Operating Expenses	2025			2024			% Change	2025			2024			% Change
Selling and administrative expense	$	150.9		$	164.6		(8.3)	$	456.9		$	478.4		(4.5)
Research, development and engineering expense	20.3			23.4			(13.2)	65.3			69.7			(6.3)
Other operating income (loss)	0.1			2.2			(95.5)	(0.4)			(0.6)			33.3


Total operating expenses	$	171.3		$	190.2		(9.9)	$	521.8		$	547.5		(4.7)
Percent of net sales	18.1		%	20.5		%		19.3		%	19.8		%

Selling and administrative expense decreased $13.7, or 8.3%, and $21.5 or 4.5%, in the three and nine months ended September 30, 2025, respectively, compared to the corresponding periods in 2024 primarily due to lower spending related to refinancing activities and lower transformation costs related to continuous improvement initiatives. Research and development costs reflect the Company's ongoing investment in hardware and software innovations and enhancements in service offerings.

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	Three months ended September 30,					Nine months ended September 30,
Other Income (Expense)	2025		2024		% Change	2025		2024		% Change
Interest income	$	2.1	$	2.9	(27.6)	$	6.1	$	10.1	(39.6)
Interest expense	(21.8)		(38.4)		43.2	(65.1)		(120.6)		46.0
Foreign exchange gain (loss), net	(0.8)		(2.9)		72.4	(41.5)		5.1		N/M
Miscellaneous gain (loss), net	(0.9)		1.7		N/M	3.2		5.3		(39.6)
Other income (expense), net	$	(21.4)	$	(36.7)	41.7	$	(97.3)	$	(100.1)	2.8

Interest expense decreased $16.6, or 43.2%, and $55.5, or 46.0%, in the three and nine months ended September 30, 2025, respectively, due to the refinancing of the Company's debt completed on December 18, 2024. Foreign exchange gain (loss), net includes realized gains and losses, primarily related to the unfavorable impact of a strengthening Brazilian real against the U.S. dollar and a broader weakening of the U.S. dollar, mitigated by the Company's derivative instruments during the three and nine months ended September 30, 2025. Refer to Note 11 to our condensed consolidated financial statements for additional information regarding derivative instruments not designated as hedges.


	Three months ended September 30,							Nine months ended September 30,
Net Income	2025			2024			% Change	2025			2024			% Change
Income tax expense	$	9.6		$	29.9		(67.9)	$	12.2		$	58.8		(79.3)
Net income (loss)	$	41.7		$	(21.7)		N/M	$	47.0		$	(20.9)		N/M
Effective tax rate	18.3		%	308.2		%		19.6		%	144.1		%

Changes in net income were a result of the fluctuations outlined in the previous sections. The change in net income is also impacted by a decrease in income tax expense for the three and nine months ended September 30, 2025 compared with the prior year periods. The effective tax rate is significantly lower in 2025 primarily due to (i) improved interest expense deductibility in 2025 and (ii) non-recurring discrete tax expense in 2024 and non-recurring discrete tax benefit in 2025. Refer to Note 3 to our condensed consolidated financial statements for additional information regarding tax expense.

Liquidity and Capital Resources. On December 18, 2024, the Company issued $950.0 in aggregate principal amount of 7.75% Senior Secured Notes due 2030 (the 2030 Senior Secured Notes) to qualified institutional buyers in a private placement exempt from the registration requirements of the Securities Act of 1933. On December 18, 2024, the Company also entered into a new revolving credit facility agreement (the Revolving Credit Facility) with certain financial institutions for $310.0 maturing on December 18, 2029. Refer to Note 9 of the condensed consolidated financial statements for additional information.

Credit Ratings and Conditions. The cost and availability of debt financing is influenced by our credit ratings. Moody's Investors Service (Moody's) and Standard and Poor's Global Ratings (S&P) currently issue ratings on our short- and long-term debt. On December 10, 2024, Moody's revised our rating from "B3" to "B2" with a stable outlook. On September 18, 2025, S&P raised our issuer rating to "B+" from "B" and assigned a stable outlook. Our ratings may be subject to a revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating.


	Moody's	S&P
Outlook	Stable	Stable

Long-term	B2	B+

We believe that cash from operations plus available borrowing capacity under our Revolving Credit Facility, our current cash balance, and short-term investments are adequate to support operating requirements, capital expenditures and any share repurchases for at least the next 12 months and the foreseeable future thereafter. As of September 30, 2025 and December 31, 2024, we had no borrowings outstanding under the $310.0 Revolving Credit Facility, $24.3 and $21.9, respectively, of outstanding letters of credit and available borrowing capacity of $285.7 and 288.1, respectively.


	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	246.1	$	296.2

Short-term investments	17.4		16.9
Revolving credit facility	310.0		310.0
Total	$	573.5	$	623.1

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The following table summarizes the results of the Company's Statement of Cash Flows:


	Nine months ended September 30,
Summary of cash flows:	2025		2024
Net cash provided (used) by operating activities	$	83.2	$	(47.0)
Net cash used by investing activities	(59.0)

SEC Form 10-Q filed by Diebold Nixdorf Incorporated