Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2023, the board of directors (the "Board") of Diebold Nixdorf, Incorporated (the "Company") approved cash retention awards (the "Retention Award") for certain members of the Company's leadership team, including certain named executive officers, Octavio Marquez ($500,000), Olaf Heyden ($400,000) and Jonathan Leiken ($400,000). The Retention Award for each executive is governed by the terms of a retention award letter (the "Letter Agreement").

The Retention Award will be payable 70% on or before February 28, 2023 (the "First Installment") and 30% on or before July 15, 2023 (the "Second Installment" and together with the First Installment, the "Installments"), in each case subject to the executive's continued employment through the payment date of each Installment. Additionally, payment of the Second Installment will be contingent upon approval of the Board.

Each Installment of the Retention Award is subject to clawback and repayment by the executive if, prior to the one year anniversary of the payment of each Installment, the executive voluntarily resigns or the executive's employment is terminated by the Company with cause (as defined in the Letter Agreement).

The foregoing description of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Letter Agreement which will be filed as an exhibit to the Company's Annual Report on Form 10-K for the year ending December 31, 2022.

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