---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-210786"
form_type: "8-K"
ticker: "DBD"
cik: "0000028823"
company_name: "DIEBOLD NIXDORF, Inc"
filed_at: "2023-08-11T23:59:59+00:00"
generated_at: "2026-06-11T15:45:50.973452+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Diebold Nixdorf emerges from Chapter 11; old stock canceled, $1.25B exit facility drawn

## Summary
- On August 11, 2023, the U.S. Plan and WHOA Plan became effective, exiting Chapter 11 and Dutch proceedings.
- Old common stock and all prior notes (8.50% 2024, 9.375% 2025, 9.00% 2025, 8.50%/12.50% 2026) canceled.
- $1.25B senior secured term loan Exit Facility drawn; matures August 11, 2028; interest at SOFR+7.50% or base+6.50%.
- Issued 37,566,668 shares of new common stock (par $0.01); 98% to first-lien, 2% to second-lien claimholders.
- Board changes: Borden, Goldfarb, Stahl resigned; Marquez, Anton, Bowen, Pearlman remain; new 2023 equity plan approved.

## SEC filing metadata
- accession: 0001193125-23-210786
- form_type: 8-K
- ticker: DBD
- cik: 0000028823
- company_name: DIEBOLD NIXDORF, Inc
- filed_at: 2023-08-11T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 1.02, 2.03, 3.02, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/28823/000119312523210786/0001193125-23-210786-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/28823/000119312523210786/d523391d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-210786
- JSON: https://secwatch.observer/filing/0001193125-23-210786.json
- Plain text: https://secwatch.observer/filing/0001193125-23-210786.txt

## Key facts
- Debt Financings
  DIEBOLD NIXDORF, Inc incurred term loan of $1.25 billion with GLAS USA LLC at adjusted secured overnight financing rate with a one-month tenor rate plus 7.50% maturing August 11, 2028.
  - Instrument: term loan
  - Principal: $1.25 billion
  - Counterparty: GLAS USA LLC
  - Rate: adjusted secured overnight financing rate with a one-month tenor rate plus 7.50%
  - Maturity: August 11, 2028
  - Event: incurrence
  source text: On the Effective Date, the Company, as borrower, entered into a credit agreement (the “Exit Credit Agreement”) governing its $1.25 billion senior secured term loan credit facility (the “Exit Facility”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/28823/000119312523210786/0001193125-23-210786-index.htm
- Executive change
  William A. Borden resigned as Director at DIEBOLD NIXDORF, Inc.
  - Action: resigned
  - Role: Director
  source text: As contemplated by the Plans, on the Effective Date, William A. Borden, Matthew Goldfarb and Kent M. Stahl resigned as members of the Company’s board of directors (the “Board”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/28823/000119312523210786/0001193125-23-210786-index.htm
- Executive change
  Matthew Goldfarb resigned as Director at DIEBOLD NIXDORF, Inc.
  - Action: resigned
  - Role: Director
  source text: As contemplated by the Plans, on the Effective Date, William A. Borden, Matthew Goldfarb and Kent M. Stahl resigned as members of the Company’s board of directors (the “Board”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/28823/000119312523210786/0001193125-23-210786-index.htm
- Executive change
  Kent M. Stahl resigned as Director at DIEBOLD NIXDORF, Inc.
  - Action: resigned
  - Role: Director
  source text: As contemplated by the Plans, on the Effective Date, William A. Borden, Matthew Goldfarb and Kent M. Stahl resigned as members of the Company’s board of directors (the “Board”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/28823/000119312523210786/0001193125-23-210786-index.htm
- Governance Changes
  DIEBOLD NIXDORF, Inc: Adopted Amended and Restated Bylaws in connection with reincorporation.
  - Change: bylaw amendment
  source text: Also on the Effective Date and in connection with the Reincorporation, the Company adopted Amended and Restated Bylaws (the “Bylaws”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/28823/000119312523210786/0001193125-23-210786-index.htm
- Governance Changes
  DIEBOLD NIXDORF, Inc: Reincorporated as a Delaware corporation and filed new Certificate of Incorporation with authorized 45M common and 2M preferred shares (effective 2023-08-10).
  - Change: charter amendment
  - Effective: 2023-08-10
  source text: On the Effective Date, in accordance with the Plans, the Company reincorporated as a Delaware corporation (the “Reincorporation”). In connection with the Reincorporation and pursuant to the Plans, the Company filed a Certificate of Incorporation (the “Certificate of Incorporation”) with the Delaware Secretary of State on August 10, 2023, which became effective on the Effective Date.
  evidence_url: https://www.sec.gov/Archives/edgar/data/28823/000119312523210786/0001193125-23-210786-index.htm
- Material Agreements
  DIEBOLD NIXDORF, Inc entered into Exit Credit Agreement with certain financial institutions party thereto, as lenders, GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent valued at $1.25 billion (effective 2023-08-11).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: certain financial institutions party thereto, as lenders, GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent
  - Value: $1.25 billion
  - Effective: 2023-08-11
  source text: On the Effective Date, the Company, as borrower, entered into a credit agreement (the “Exit Credit Agreement”) governing its $1.25 billion senior secured term loan credit facility (the “Exit Facility”) along with certain financial institutions party thereto, as lenders, GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent.
  evidence_url: https://www.sec.gov/Archives/edgar/data/28823/000119312523210786/0001193125-23-210786-index.htm
- Material Agreements
  DIEBOLD NIXDORF, Inc entered into Registration Rights Agreement with certain parties (together with any person or entity that becomes a party to the Registration Rights Agreement, the “Holders”) that received shares of the Company’s new common stock (effective 2023-08-11).
  - Action: entry
  - Counterparty: certain parties (together with any person or entity that becomes a party to the Registration Rights Agreement, the “Holders”) that received shares of the Company’s new common stock
  - Effective: 2023-08-11
  source text: On the Effective Date, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain parties (together with any person or entity that becomes a party to the Registration Rights Agreement, the “Holders”) that received shares of the Company’s new common stock (the “New Common Stock”) on the Effective Date as provided in the Plans.
  evidence_url: https://www.sec.gov/Archives/edgar/data/28823/000119312523210786/0001193125-23-210786-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.