DBD 10-K Annual Report Dec. 31, 2022 | Alphaminr
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DBD 10-K Fiscal year ended Dec. 31, 2022

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DIEBOLD NIXDORF, INC
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TABLE OF CONTENTS
Part IprintItem 1: BusinessprintItem 1A: Risk FactorsprintItem 1B: Unresolved Staff CommentsprintItem 2: PropertiesprintItem 3: Legal ProceedingsprintItem 4: Mine Safety DisclosuresprintPart IIprintItem 5: Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6: [reserved]printItem 7: Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A: Quantitative and Qualitative Disclosures About Market RiskprintItem 8: Financial Statements and Supplementary DataprintNote 1: Summary Of Significant Accounting PoliciesprintNote 2: Earnings (loss) Per ShareprintNote 3: Share-based Compensation and EquityprintNote 4: Income TaxesprintNote 5: InventoriesprintNote 6: Property, Plant and EquipmentprintNote 7: InvestmentsprintNote 8: Goodwill and Intangible AssetsprintNote 9: Product WarrantiesprintNote 10: RestructuringprintNote 11: DebtprintNote 12: Redeemable Noncontrolling InterestsprintNote 13: Accumulated Other Comprehensive LossprintNote 14: Acquisitions and DivestituresprintNote 15: Benefit PlansprintNote 16: LeasesprintNote 17: Finance Lease ReceivablesprintNote 18: Derivative Instruments and Hedging ActivitiesprintNote 19: Fair Value Of Assets and LiabilitiesprintNote 20: Commitments and ContingenciesprintNote 21: Revenue RecognitionprintNote 22: Cloud ImplementationprintNote 23: War in UkraineprintNote 24: Segment InformationprintNote 25: Subsequent EventsprintItem 9: Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A: Controls and ProceduresprintItem 9B: Other InformationprintItem 9C: Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10: Directors, Executive Officers and Corporate GovernanceprintItem 11: Executive CompensationprintItem 12: Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13: Certain Relationships and Related Transactions and Director IndependenceprintItem 14: Principal Accountant Fees and ServicesprintPart IVprintItem 15: Exhibits and Financial Statement SchedulesprintItem 16: Form 10-k Summaryprint

Exhibits

3.1(iv) Certificate of Amendment to Amended Articles of Incorporation of Diebold, Incorporated incorporated by reference to Exhibit 3.1(i) to Registrants Current Report on Form 8-K filed on December 12, 2016 (Commission File No. 1-4879) 3.1(v) Certificate of Amendment to Amended Articles of Incorporation of Diebold Nixdorf, Incorporated incorporated by reference to Exhibit 3.5 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 1-4879) 3.1(vi) Certificate of Amendment to Amended Articles of Incorporation of Diebold Nixdorf, Incorporated, effective March 9, 2022 3.2 Amended and Restated Code of Regulations incorporated by reference to Exhibit 3.1 to Registrants Current Report on Form 8-K filed on February 6, 2023 (Commission File No. 1-4879) 4.1(i) Indenture, dated as of April 19, 2016, among Diebold, Incorporated, as issuer, the subsidiaries of Diebold, Incorporated named therein as guarantors and U.S. Bank National Association, as trustee (including Form of 8.5% Senior Notes due 2024) incorporated by reference to Exhibit 4.1 to Registrants Current Report on Form 8-K filed on April 19, 2016 (Commission File No. 1-4879) 4.1(ii) First Supplemental Indenture, dated as of November 29, 2018, among Diebold Nixdorf, Incorporated, the Guaranteeing Subsidiaries named therein and U.S. Bank National Association, as trustee incorporated by reference to Exhibit 4.1(ii) to Registrants Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File No. 1-4879) 4.1(iii) Second Supplemental Indenture, dated as of February 20, 2019, among Diebold Nixdorf, Incorporated, the Guaranteeing Subsidiary named therein and U.S. Bank National Association, as trustee incorporated by reference to Exhibit 4.1(iii) to Registrants Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File No. 1-4879) 4.1(iv) Third Supplemental Indenture, dated as of July 20, 2020, among Diebold Nixdorf, Incorporated, the Guaranteeing Subsidiary named therein and U.S. Bank National Association, as trusteeincorporated by reference to Exhibit 4.1(iv) to Registrants Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No. 1-4879) 4.1(v) Fifth Supplemental Indenture, dated as of December 29, 2022, among Diebold Nixdorf, Incorporated, the Guaranteeing Subsidiary named therein and U.S. Bank National Association, as trusteeincorporated by reference to Exhibit 4.2 to Registrants Current Report on Form 8-K filed on January 5, 2023 (Commission File No. 1-4879) 4.2(i) Indenture, dated as of July 20, 2020, among Diebold Nixdorf, Incorporated, as issuer, the subsidiaries of Diebold Nixdorf, Incorporated named therein as guarantors, and U.S. Bank National Association, as trustee and notes collateral agent, relating to Diebold Nixdorf, Incorporated's 9.375% Senior Secured Notes due 2025 (including Form of 9.375% Senior Secured Notes due 2025) incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on July 24, 2020 (Commission File No. 1-4879) 4.2(ii) Supplemental Indenture, dated as of December 29, 2022, to the Indenture, dated as of July 20, 2020, among Diebold Nixdorf, Incorporated, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee and existing notes collateral agent, and GLAS Americas LLC, as new notes collateral agent incorporated by reference to Exhibit 4.3 to Registrants Current Report on Form 8-K filed on January 5, 2023 (Commission File No. 1-4879) 4.3(i) Indenture, dated as of July 20, 2020, among Diebold Nixdorf Dutch Holding B.V., as issuer, Diebold Nixdorf, Incorporated, as guarantor, the subsidiaries of Diebold Nixdorf, Incorporated named therein as guarantors, Euroclear Financial Services DAC, as paying agent, transfer agent and registrar, and U.S. Bank National Association, as trustee, and U.S. Bank Trustees Limited, as notes collateral agent, relating to Diebold Nixdorf Dutch Holding B.V.'s 9.000% Senior Secured Notes due 2025 (including Form of 9.000% Senior Secured Notes due 2025) incorporated by reference to Exhibit 4.3 to Registrant's Current Report on Form 8-K filed on July 24, 2020 (Commission File No. 1-4879) 4.3(ii) Supplemental Indenture, dated as of December 29, 2022, to the Indenture, dated as of July 20, 2020, among Diebold Nixdorf, Incorporated, Diebold Nixdorf Dutch Holding B.V., the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, Elavon Financial Services DAC, as paying agent, transfer agent and registrar, U.S Bank Trustees Limited, as existing notes collateral agent and GLAS Americas LLC, as collateral agentincorporated by reference to Exhibit 4.4 to Registrants Current Report on Form 8-K filed on January 5, 2023 (Commission File No. 1-4879) 4.4 Indenture, dated as of December 29, 2022, among Diebold Nixdorf, Incorporated, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and GLAS Americas LLC, as collateral agent incorporated by reference to Exhibit 4.1 to Registrants Current Report on Form 8-K filed on January 5, 2023 (Commission File No. 1-4879) 4.45 Description of Securities of Diebold Nixdorf, Incorporated *10.1 Form of Employee Agreement incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (Commission File No. 1-4879) *10.2(i) 401(k) Restoration Supplemental Executive Retirement Plan incorporated by reference to Exhibit 10.5(v) to Registrants Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879) *10.2(ii) 401(k) Supplemental Executive Retirement Plan incorporated by reference to Exhibit 10.5(vi) to Registrants Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879) *10.2(iii) Amendment to 401(k) Restoration Supplemental Executive Retirement Plan incorporated by reference to Exhibit 10.2(vii) to Registrants Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File No. 1-4879) *10.3(i) Deferred Compensation Plan No. 2 for Directors of Diebold, Incorporated incorporated by reference to Exhibit 10.7(iv) to Registrants Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879) *10.3(ii) First Amendment to Deferred Compensation Plan No. 2 for Directors of Diebold, Incorporated incorporated by referenced to Exhibit 10.4 to Registrants Quarterly Report on Form 10-Q for the quartered ended June 20, 2015 (Commission File No. 1-4879) *10.4 Amended and Restated 1991 Equity and Performance Incentive Plan as Amended and Restated as of April 13, 2009 incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on April 29, 2009 (Commission File No. 1-4879) *10.5(ii) Deferred Incentive Compensation Plan No. 2 incorporated by reference to Exhibit 10.10 to Registrants Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879) 10.8(i) Credit Agreement, dated as of November 23, 2015, among Diebold, Incorporated, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10.1 to Registrants Amendment No. 1 to Registration Statement on Form S-4/A filed on January 8, 2016 (Registration No. 333-208186) 10.8(ii) Replacement Facilities Effective Date Amendment, dated as of December 23, 2015, among Diebold, Incorporated, and the subsidiary borrower party thereto, the guarantors party thereto, JPMorgan Chase Bank, N.A, as administrative agent, and the lenders party thereto incorporated by reference to Exhibit 10.2 to Registrants Amendment No. 1 to Registration Statement on Form S-4/A filed on January 8, 2016 (Registration No. 333-208186) 10.8(iii) Second Amendment to Credit Agreement, dated as of May 6, 2016, among Diebold, Incorporated, the subsidiary borrowers party thereto, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on May 12, 2016 (Commission File No. 1-4879) 10.8(iv) Third Amendment to Credit Agreement, dated as of August 16, 2016, between Diebold, Incorporated and JPMorgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10.34 to Registrants Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 1-4879) 10.8(v) Fourth Amendment to Credit Agreement, dated as of February 14, 2017, between Diebold, Incorporated and JP Morgan Chase Bank, N.A. as administrative agent incorporated by reference to Exhibit 10.9(v) to Registrants Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File No. 1-4879) 10.8(vi) Incremental Amendment to Credit Agreement, dated as of May 9, 2017, among Diebold Nixdorf, Incorporated, the subsidiary borrowers party thereto, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10.12 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File No. 1-4879) 10.8(vii) Fifth Amendment, dated as of April 17, 2018, among Diebold Nixdorf, Incorporated, the subsidiary borrower party thereto, the guarantor party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on April 20, 2018 (Commission File No. 1-4879) 10.8(viii) Sixth Amendment and Incremental Amendment, dated as of August 30, 2018, among Diebold Nixdorf, Incorporated, the subsidiary borrowers party thereto, the guarantor party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on September 4, 2018 (Commission File No. 1-4879) 10.8(ix) Seventh Amendment, dated August 7, 2019, among Diebold Nixdorf, Incorporated, the subsidiary borrowers party thereto, the guarantor party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (Commission File No. 1-4879) 10.8(x) Eighth Amendment, dated as of February 27, 2020, among Diebold Nixdorf, Incorporated, the subsidiary borrowers party thereto, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (Commission File No. 1-4879) 10.8(xi) Ninth Amendment, dated as of July 20, 2020, by and among Diebold Nixdorf, Incorporated, as borrower, the subsidiary borrowers named therein, the guarantors party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent and the other institutions named on the signature pages thereto incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on July 24, 2020 (Commission File No. 1-4879) 10.8(xii) Tenth Amendment, dated as of November 6, 2020, by and among Diebold Nixdorf, Incorporated, as borrower, the subsidiary borrowers named therein, the guarantors party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent and other institutions named on the signature pages thereto - incorporated by reference to Exhibit 10.8(xii) to Registrant's Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No. 1-4879) 10.8 (xiii) Eleventh Amendment, dated as of March 11, 2022 by and among Diebold Nixdorf, Incorporated, as borrower, the subsidiary borrowers named therein, the guarantors party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent and other institutions named on the signature pages thereto incorporated by reference to Exhibit 10.8(xiii) to Registrants Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No. 1-4879) 10.8(xiv) Limited Waiver, dated as of October 31, 2022, among Diebold Nixdorf, Incorporated, JPMorgan Chase Bank, N.A., a national banking association, as administrative agent, the other Subsidiary Borrowers party thereto and the Lenders party thereto incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on November 7, 2022 (Commission File No. 1-4879) 10.8(xv) Twelfth Amendment to Credit Agreement, dated as of December 29, 2022, among Diebold Nixdorf, Incorporated, the subsidiary borrowers party thereto, the guarantors party thereto, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10.3 to Registrants Current Report on Form 8-K filed on January 5, 2023 (Commission File No. 1-4879) *10.9 Senior Leadership Severance Plan, Amended and Restated Effective November 7, 2018 incorporated by reference to Exhibit 10.4 to Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (Commission File No. 1-4879) *10.10 2014 Non-Qualified Stock Purchase Plan incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on April 30, 2014 (Commission File No. 1-4879) *10.11 Form of Nonqualified Stock Option Agreement incorporated by reference to Exhibit 10.28 to Registrants Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 1-4879) *10.12 Domination and Profit and Loss Transfer Agreement, dated September 26, 2016, by and among Diebold Holding Germany Inc. & Co. KGaA and Wincor Nixdorf AG (English translation) incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on September 29, 2016 (Commission File No. 1-4879) *10.13 Offer Letter - Olaf Heyden incorporated by reference to Exhibit 10.2 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission File No. 1-4879) *10.14 Service Agreement, dated February 24, 2021, by and between Diebold Nixdorf Holding Germany GmbH and Olaf Heyden - incorporated by reference to Exhibit 10.26 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No. 1-4879) *10.15 Offer Letter - Ulrich Nher incorporated by reference to Exhibit 10.3 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission File No. 1-4879) *10.16 Service Agreement, dated February 24, 2021, by and between Diebold Nixdorf Holding Germany GmbH and Dr. Ulrich Nher - incorporated by reference to Exhibit 10.28 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No. 1-4879) *10.17 Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive Plan, as amended May 6, 2022 incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on May 11, 2022 (Commission File No. 1-4879) *10.18 Form of Non-Qualified Stock Option Agreement (2017 Plan) incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on April 28, 2017 (Commission File No. 1-4879) *10.19 Form of Restricted Share Agreement (2017 Plan) incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K filed on April 28, 2017 (Commission File No. 1-4879) *10.20 Form of Restricted Stock Unit Agreement - Cliff Vest (2017 Plan) incorporated by reference to Exhibit 10.3 to Registrants Current Report on Form 8-K filed on April 28, 2017 (Commission File No. 1-4879) *10.21 Form of Restricted Stock Unit Agreement - Ratable Vest (2017 Plan) incorporated by reference to Exhibit 10.4 to Registrants Current Report on Form 8-K filed on April 28, 2017 (Commission File No. 1-4879) *10.22 Form of Restricted Stock Unit Agreement - Non-employee Directors (2017 Plan) incorporated by reference to Exhibit 10.5 to Registrants Current Report on Form 8-K filed on April 28, 2017 (Commission File No. 1-4879) *10.23 Form of Stock Appreciation Rights Agreement (2017 Plan) incorporated by reference to Exhibit 10.6 to Registrants Current Report on Form 8-K filed on April 28, 2017 (Commission File No. 1-4879) *10.24 Form of Performance Shares Agreement (2017 Plan) incorporated by reference to Exhibit 10.7 to Registrants Current Report on Form 8-K filed on April 28, 2017 (Commission File No. 1-4879) *10.25 Form of Performance Units Agreement (2017 Plan) incorporated by reference to Exhibit 10.8 to Registrants Current Report on Form 8-K filed on April 28, 2017 (Commission File No. 1-4879) *10.26 Form of Performance Cash Award Agreement (2017 Plan) incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on February 1, 2019 (Commission File No. 1-4879) *10.27 Form of Performance Share Unit Agreement (2017 Plan) incorporated by reference to Exhibit 10.2 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (Commission File No. 1-4879) *10.28 Performance Restricted Stock Unit Agreement *10.29 Offer Letter, dated February 21, 2018, by and between Diebold Nixdorf, Incorporated and Gerrard Schmid incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on February 21, 2018 (Commission File No. 1-4879) *10.30 CEO Inducement Award Agreement, dated February 21, 2018, by and between Diebold Nixdorf, Incorporated and Gerrard Schmid incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K filed on February 21, 2018 (Commission File No. 1-4879) *10.31 Change in Control Agreement, dated February 21, 2018, by and between Diebold Nixdorf, Incorporated and Gerrard Schmid incorporated by reference to Exhibit 10.3 to Registrants Current Report on Form 8-K filed on February 21, 2018 (Commission File No. 1-4879) *10.32 Performance Unit Award Agreement, dated February 12, 2021, by and between Diebold Nixdorf, Incorporated and Gerrard Schmid incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 16, 2021 (Commission File No. 1-4879) *10.33 Separation and Transition Agreement, dated February 9, 2022, by and between Diebold Nixdorf, Incorporated and Gerrard B. Schmid incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K filed on February 10, 2022 (Commission File No. 1-4879) *10.34 Performance Unit Award Agreement, dated February 23, 2021, by and between Diebold Nixdorf, Incorporated and Jeffrey Rutherford incorporated by reference to Exhibit 10.44 to Registrants Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No. 1-4879) *10.35 Offer Letter, dated February 9, 2022, by and between Diebold Nixdorf, Incorporated and Octavio Marquez incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on February 10, 2022 (Commission File No. 1-4879) 10.36(i) Transaction Support Agreement, dated as of October 20, 2022, among Diebold Nixdorf, Incorporated, certain of its subsidiaries and the Initial Consenting Holders identified therein incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on October 20, 2022 (Commission File No. 1-4879) 10.36(ii) First Amendment to Transaction Support Agreement, dated as of November 28, 2022, among Diebold Nixdorf, Incorporated, other guarantors under the Existing Documents (as defined in the Transaction Support Agreement) as set forth on the signature pages to the Transaction Support Agreement and the Consenting Parties (as defined in the Transaction Support Agreement) signatory thereto incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on November 29, 2022 (Commission File No. 1-4879) 10.36(iii) Second Amendment to Transaction Support Agreement, dated as of December 20, 2022, among Diebold Nixdorf, Incorporated, other guarantors under the Existing Documents (as defined in the Transaction Support Agreement) as set forth on the signature pages to the Transaction Support Agreement and the Consenting Parties (as defined in the Transaction Support Agreement) signatory thereto incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on December 21, 2022 (Commission File No. 1-4879) *10.37 Termination Agreement dated June 30, 2022, by and between Diebold Nixdorf, Incorporated and Dr. Ulrich Nher incorporated by reference to Exhibit 10.4 to Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (Commission File No. 1-4879) *10.38 Offer Letter, dated July 17, 2022, between Diebold Nixdorf, Incorporate and Joe Myers incorporated by reference to Exhibit 10.5 to Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (Commission File No. 1-4879) *10.39 Form of Restricted Stock Unit Agreement Joe Myers (2017 Plan) incorporated by reference to Exhibit 10.6 to Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (Commission File No. 1-4879) 10.40 Unit Agreement, dated as of December 29, 2022, between Diebold Nixdorf, Incorporated and U.S. Bank Trust Company, National Association, as units trustee incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on January 5, 2023 (Commission File No. 1-4879) 10.41 Warrant Agreement, dated as of December 29, 2022, between Diebold Nixdorf, Incorporated and U.S. Bank Trust Company, National Association, as warrant agent incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K filed on January 5, 2023 (Commission File No. 1-4879) 10.42 Credit Agreement, dated as of December 29, 2022, among Diebold Nixdorf, Incorporated, Diebold Nixdorf Holding Germany GmbH, the lenders party thereto, GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent incorporated by reference to Exhibit 10.4 to Registrants Current Report on Form 8-K filed on January 5, 2023 (Commission File No. 1-4879) 10.43 Credit Agreement, dated as of December 29, 2022, among Diebold Nixdorf, Incorporated, the lenders party thereto, JPMorgan Chase Bank, N.A., administrative agent, and GLAS Americas LLC, as collateral agent incorporated by reference to Exhibit 10.5 to Registrants Current Report on Form 8-K filed on January 5, 2023 (Commission File No. 1-4879) 10.44 Revolving Credit and Guaranty Agreement, dated as of December 29, 2022, among Diebold Nixdorf, Incorporated, the subsidiary borrowers and guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A. and PNC Capital Markets LLC, as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, GLAS Americas LLC, as European collateral agent, JPMorgan Chase Bank, N.A. and PNC Bank, National Association, as co-syndication agents, and Bank of America, N.A. and Deutsche Bank, as co-documentation agents incorporated by reference to Exhibit 10.6 to Registrants Current Report on Form 8-K filed on January 5, 2023 (Commission File No. 1-4879) 10.45 Retention Award Letter, dated as of January 19, 2023, between Diebold Nixdorf, Incorporated and Octavio Marquez 10.46 Retention Award Letter, dated as of January 19, 2023, between Diebold Nixdorf, Incorporated and Olaf Heyden 10.47 Retention Award Letter, dated as of January 19, 2023, between Diebold Nixdorf, Incorporated and Jonathan Leiken 10.48 Offer Letter, dated February 7, 2023, by and between Diebold Nixdorf, Incorporated and James Barna incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on February 9, 2023 (Commission File No. 1-4879) 10.49 Separation Agreement and Release, dated December 1, 2022, by and between Diebold Nixdorf, Incorporated and Elizabeth Patrick 21.1 Subsidiaries of the Registrant as of December 31, 2022 22.1 List of Subsidiary Guarantors 23.1 Consent of Independent Registered Public Accounting Firm 24.1 Power of Attorney 31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18U.S.C. Section 1350 32.2 Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18U.S.C. Section 1350