DIEBOLD NIXDORF, IncDBD
DIEBOLD NIXDORF, Inc Stock Compensation Disclosure
SHARE-BASED COMPENSATION. The Company recognizes costs resulting from all share-based payment transactions based on the fair value of the award as of the grant date. Awards are valued at fair value and compensation cost is recognized on a straight-line basis over the requisite periods of each award. To cover the exercise and/or vesting of its share-based payments, the Company uses a combination of new shares from its authorized, unissued share pool and its treasury shares. On the Effective Date, the then existing common shares of the Predecessor were canceled and new common stock of the Successor was issued. Accordingly, the existing share-based compensation awards issued pursuant to the 2017 Equity and Performance Incentive Plan were also canceled, which resulted in the recognition of any previously unamortized expense related to the canceled awards on the date of cancellation. Pursuant to the U.S. Plan, the reorganized Company adopted a new management incentive plan. In the Successor Periods stock options and RSUs were issued to officers and other management employees under the Company’s 2023 Plan. The number of shares of common stock that may be issued pursuant to the 2023 Equity and Incentive Plan (the 2023 Plan) was 2.4, of which 0.6 shares were available for issuance at December 31, 2025. The following table summarizes the components of the Company’s employee and non-employee directors share-based compensation programs recognized as selling and administrative expense:
| Successor | Predecessor | |||||||||||||||||||||||||
| Year ended December 31, | Period from 08/12/2023 through 12/31/2023 | Period from 01/01/2023 through 08/11/2023 | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Pre-tax compensation expense | $ | 3.4 | $ | 4.1 | $ | 0.1 | $ | — | ||||||||||||||||||
| Tax benefit | (0.7) | (0.9) | — | — | ||||||||||||||||||||||
Stock option expense, net of tax(1) | $ | 2.7 | $ | 3.2 | $ | 0.1 | $ | — | ||||||||||||||||||
| Pre-tax compensation expense | $ | 8.7 | $ | 5.6 | $ | — | $ | 2.3 | ||||||||||||||||||
| Acceleration of Predecessor awards | — | — | — | 2.7 | ||||||||||||||||||||||
| Tax benefit | (1.5) | (1.3) | — | (1.2) | ||||||||||||||||||||||
RSU expense, net of tax(2) | $ | 7.2 | $ | 4.3 | $ | — | $ | 3.8 | ||||||||||||||||||
| Pre-tax compensation expense | $ | — | $ | — | $ | — | $ | 0.1 | ||||||||||||||||||
| Performance share expense, net of tax | $ | — | $ | — | $ | — | $ | 0.1 | ||||||||||||||||||
| Pre-tax compensation expense | $ | 12.1 | $ | 9.7 | $ | 0.1 | $ | 2.4 | ||||||||||||||||||
| Acceleration of Predecessor awards | — | — | — | 2.7 | ||||||||||||||||||||||
| Tax benefit | (2.2) | (2.2) | — | (1.2) | ||||||||||||||||||||||
| Total share-based compensation, net of tax | $ | 9.9 | $ | 7.5 | $ | 0.1 | $ | 3.9 | ||||||||||||||||||
(1) Unrecognized compensation costs related to unvested stock option awards as of December 31, 2025 was $6.1, which will be amortized over a weighted average period of 1.7 years.
(2) Unrecognized compensation costs related to unvested RSU awards as of December 31, 2025 was $14.3, which will be amortized over a weighted average period of 1.4 years.
Stock option awards vest based on the achievement of specified share prices during the over four years. The option exercise prices equal the closing price of the Company’s common shares on the date of grant. During the 2023 Successor Period, stock options were granted to non-employee directors that vest after a period of one year to four years, have a term of five years from the issuance date, and have an exercise price of $30.00. No stock options were granted in 2025. RSU awards provide the issuance of one share of common stock of the Company at no cost to the holder and are granted to both employees and non-employee directors. RSUs either cliff vest after one year or vest per annum over a or four-year period. Non-vested employee RSUs are forfeited upon termination unless the Board of Directors determines otherwise. The table below summarizes the weighted average grant date fair value for stock option and RSU awards:
| Successor | Predecessor | ||||||||||||||||||||||||||||
| Year ended December 31, | Period from 08/12/2023 through 12/31/2023 | Period from 01/01/2023 through 08/11/2023 | |||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Stock options | $ | — | $ | 12.41 | $ | 4.73 | $ | — | |||||||||||||||||||||
| RSUs | $ | 44.53 | $ | 34.66 | $ | 29.00 | $ | — | |||||||||||||||||||||
The estimated fair value of the options granted in the 2024 and 2023 Successor Periods were calculated using a Monte Carlo simulation and Black-Scholes option pricing model, respectively. Key assumptions used in these valuations include risk free rates of 4.19% and 3.94%, dividend yields of —% and —%, expected volatility of 47.16% and 65.00% and expected lives of 3.95 years and 3.75 years for the Successor Periods of the year ended December 31, 2024 and the period from August 12, 2023 through December 31, 2023, respectively. Stock option and RSU awards outstanding and exercisable as of December 31, 2025, and changes during the period were as follows:
| Stock options | RSUs | ||||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | Weighted-Average Exercise Price (per share) | Weighted-Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | Number of Shares | Weighted-Average Exercise Price (per share) | Weighted-Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||||||||||||||||||||||||||||||||||
| Outstanding at January 1, 2025 | 1.1 | $ | 31.58 | 0.6 | $ | 32.60 | |||||||||||||||||||||||||||||||||||||||||
| Expired or forfeited | (0.1) | $ | 30.00 | (0.1) | $ | 33.22 | |||||||||||||||||||||||||||||||||||||||||
| Exercised | — | $ | — | (0.2) | $ | 33.21 | |||||||||||||||||||||||||||||||||||||||||
| Granted | — | $ | — | 0.2 | $ | 44.53 | |||||||||||||||||||||||||||||||||||||||||
| Outstanding at December 31, 2025 | 1.0 | $ | 31.73 | 5.5 | $ | — | 0.5 | $ | 37.66 | ||||||||||||||||||||||||||||||||||||||
| Exercisable at December 31, 2025 | 0.3 | $ | 30.00 | 2.7 | $ | — | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||
The total fair value of RSUs vested during the year ended December 31, 2025 and 2024, the period from August 12, 2023 to December 31, 2023, and the period from January 1, 2023 to August 11, 2023 was $6.1, $2.0, $—, and $8.2, respectively.
Liability Classified Awards. In addition to the awards described above, the Company has certain performance and service-based awards that will be settled in cash and are accounted for as liabilities. The total compensation expense for these awards was $14.7, $11.6, $1.8, and $3.8 for years ended December 31, 2025 and 2024, the period from August 12, 2023 to December 31, 2023, and the period from January 1, 2023 to August 11, 2023, respectively. These awards vest ratably or cliff vest over a three-year period.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.