dbd-20260630

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 June 30, 2026


☐			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 July 21, 2026 was 33,946,588.


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: Inventories			12
Note 3: Property, Plant and Equipment and Operating Leases			12
Note 4: Goodwill and Other Intangible Assets			12
Note 5: Revenue Recognition			13
Note 6: Segment Information			13

Note 7: Debt			14

Note 8: Income Taxes			15
Note 9: Shareholders' Equity			15
Note 10: Earnings Per Share			16
Note 11: Restructuring			16
Note 12: Financial Instruments and Fair Value			17
Note 13: Commitments, Guarantees, Product Warranties and Other Contingencies			17
Quantitative and Qualitative Disclosures About Market Risk			18
Controls and Procedures			18
Part II - Other Information			18
Legal Proceedings			18
Risk Factors			18
Unregistered Sales of Equity Securities and Use of Proceeds			18
Other Information			18
Exhibits			19
Signatures			19

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 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 return capital to stockholders, including through discretionary share repurchases;

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

•the impact of competitive pressures, including pricing and the introduction of new products and services by our competitors, as well as from less traditional competitors;

•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 general economic conditions, cyclicality and uncertainty;

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

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

•risks related to increasingly stringent laws, regulations and contractual obligations relating to privacy, data protection and information security;

•challenges associated with the use of artificial intelligence in our business and in solutions offered to our customers;

•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 work stoppages or similar difficulties;

•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 Foreign Corrupt Practices Act (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 (SEC), including our Annual Report on Form 10-K for the year ended December 31, 2025.

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.

Table of Contents

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 leading global technology and services partner to many of the world’s top financial institutions and retailers, our integrated solutions connect digital and physical channels for consumers conveniently, securely and efficiently. The Company has a presence in more than 100 countries with approximately 20,000 employees worldwide.

Strategy. The Company seeks to continually enhance the consumer's journey at bank and retail locations while simultaneously streamlining cost structures and business processes through the smart integration of hardware, software and services. The Company partners with other leading technology companies and regularly refines its research and development (R&D) spend to continually improve and tailor needed solutions that support a better transaction experience for consumers.

Business Drivers. The Company's operating model is based upon product sales and its service contract base. Business drivers of the Company's future performance include, but are not limited to: demand for self-service and automation from Banking and Retail customers driven by the evolution of consumer behavior; demand for cost efficiencies and better usage of real estate for bank branches and retail stores as they transform their businesses to meet the needs of their customers while facing macro-economic challenges; demand for services on assets such as ATMs, POS and SCO, including managed services and professional services; timing of product upgrades for ATMs, POS and SCO; demand for software products and professional services; demand for security products and services for the financial, retail and commercial sectors; and demand for innovative technology in connection with the Company's strategy.

Results of Operations. 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.


	Three months ended June 30,							Six months ended June 30,
Net Sales	2026		2025		$ Change		% Change	2026		2025		$ Change		% Change
Banking
Services	$	401.5	$	407.4	$	(5.9)	(1.4)	$	792.7	$	789.5	$	3.2	0.4
Products	236.6		271.8		(35.2)		(13.0)	469.6		519.1		(49.5)		(9.5)
Total Banking	638.1		679.2		(41.1)		(6.1)	1,262.3		1,308.6		(46.3)		(3.5)


Retail
Services	150.9		135.2		15.7		11.6	296.5		261.6		34.9		13.3
Products	141.8		100.8		41.0		40.7	263.7		186.1		77.6		41.7
Total Retail	292.7		236.0		56.7		24.0	560.2		447.7		112.5		25.1


Total net sales	$	930.8	$	915.2	$	15.6	1.7	$	1,822.5	$	1,756.3	$	66.2	3.8

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

Three months ended June 30, 2026 compared with three months ended June 30, 2025. Net sales increased by $15.6, driven by a net favorable currency impact of 2.3% and stronger electronic point of sale business, partially offset by lower Banking product volumes. Banking net sales decreased by $41.1, primarily due lower volume in Middle East, Africa and Europe, partially offset by a net favorable currency impact of 2.3% and higher pricing. Banking net sales represented 68.6% and 74.2% of total net sales for the three months ended June 30, 2026 and 2025, respectively. Retail net sales increased by $56.7, primarily due to increased products net sales driven by stronger electronic point of sale business and a net favorable currency impact of 2.1%. Retail net sales represented 31.4% and 25.8% of total net sales for the three months ended June 30, 2026 and 2025, respectively.

Six months ended June 30, 2026 compared with six months ended June 30, 2025. Net sales increased by $66.2, driven by a net favorable currency impact of 4.2% and stronger electronic point of sale business, partially offset by lower Banking product volumes. Banking net sales decreased by $46.3, primarily due to lower volume in North America and Europe, partially offset by a net favorable currency impact of 3.7% and higher pricing. Banking net sales represented 69.3% and 74.5% of total net sales for the six months ended June 30, 2026 and 2025, respectively. Retail net sales increased by $112.5, primarily due to increased products net sales driven by stronger electronic point of sale business and a net favorable currency impact of 5.7%. Retail net sales represented 30.7% and 25.5% of total net sales for the six months ended June 30, 2026 and 2025, respectively.

Table of Contents


	Three months ended June 30,									Six months ended June 30,
Gross Margin	2026			2025			$ Change		% Change	2026			2025			$ Change		% Change
Gross profit – services	$	130.2		$	130.6		$	(0.4)	(0.3)	$	250.9		$	247.8		$	3.1	1.3
Gross profit – products	109.4			103.4			6.0		5.8	201.7			188.6			13.1		6.9
Total gross profit	$	239.6		$	234.0		$	5.6	2.4	$	452.6		$	436.4		$	16.2	3.7
Gross margin – services	23.6		%	24.1		%				23.0		%	23.6		%
Gross margin – products	28.9		%	27.8		%				27.5		%	26.7		%
Total gross margin	25.7		%	25.6		%				24.8		%	24.8		%

Services gross margin decreased 50 and 60 basis points in the three and six months ended June 30, 2026, respectively, primarily due to continued investments in our technician capabilities and coverage, as well as fleet and fuel costs in key strategic markets, partially offset by tariff recoveries of $3.0. Product gross margin increased 110 and 80 basis points in the three and six months ended June 30, 2026, respectively, primarily due to favorable geographic mix of ATM machines sold in the period, tariff recoveries of $10.0 and improved pricing, partially offset by higher memory cost and stronger EPOS mix.


	Three months ended June 30,									Six months ended June 30,
Operating Expenses	2026			2025			$ Change		% Change	2026			2025			$ Change		% Change
Selling and administrative expense	$	162.3		$	154.2		$	8.1	5.3	$	319.5		$	306.0		$	13.5	4.4
Research, development and engineering expense	20.5			22.4			(1.9)		(8.5)	42.6			45.1			(2.5)		(5.5)
Other operating expense (income)	(0.6)			1.2			(1.8)		N/M	0.5			(0.5)			1.0		N/M


Total operating expenses	$	182.2		$	177.8		$	4.4	2.5	$	362.6		$	350.6		$	12.0	3.4
Percent of net sales	19.6		%	19.4		%				19.9		%	20.0		%

Selling and administrative expense increased $8.1, or 5.3%, in the three months ended June 30, 2026 and increased $13.5, or 4.4%, in the six months ended June 30, 2026, compared to the corresponding periods in 2025 primarily due to transformation costs related to continuous improvement initiatives. Transformation costs were $14.5 and $26.5 for the three and six months ended June 30, 2026, respectively and $6.3 and $13.1 for the three and six months ended June 30, 2025, respectively. Refer to Note 11 to our condensed consolidated financial statements for additional information. Research and development costs reflect the Company's ongoing investment in hardware and software innovations and enhancements in service offerings.



	Three months ended June 30,							Six months ended June 30,
Other Income (Expense)	2026		2025		$ Change		% Change	2026		2025		$ Change		% Change
Interest income	$	2.1	$	2.5	$	(0.4)	(16.0)	$	5.0	$	4.0	$	1.0	25.0
Interest expense	(24.1)		(21.8)