UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

~~July~~August 285, 2025

Date of Report (Date of earliest event reported)

Pitney Bowes Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-3579	06-0495050
(State or other jurisdictionof incorporation or organization)	(Commission file number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3001 Summer Street

Stamford, Connecticut 06926

(Address of principal executive offices~~, including zip code~~)

(203) 356-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	~~TradingSymbol~~Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $1 par value per share	PBI	New York Stock Exchange
6.70% Notes due 2043	PBI.PRB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

~~Item 2~~ITEM 1.0201. ~~Results~~ENTRY ofINTO ~~Operations~~A ~~and~~MATERIAL ~~Financial~~DEFINITIVE ~~Condition~~AGREEMENT.

On ~~July~~August 308, 2025, Pitney Bowes Inc. (the “Company”) ~~issued~~completed aits ~~press~~previously ~~release~~announced ~~setting~~offering ~~forth~~(the “Offering”) of $230.0 million aggregate principal amount of its ~~financial~~1.50% ~~results~~Convertible Senior Notes due 2030 (the “Convertible Notes”), including ~~consolidated~~$30.0 million ~~statements~~aggregate principal amount of ~~income,~~Convertible ~~supplemental~~Notes ~~information,~~purchased ~~and~~pursuant ato ~~reconciliation~~the exercise in full by the initial purchasers of ~~reported~~the ~~results~~Convertible toNotes ~~adjusted~~(the ~~results~~“Initial ~~for~~Purchasers”) of the ~~three~~option ~~months~~(the ~~ended~~“Notes ~~June 30,~~Option”) ~~2025~~to ~~and~~purchase ~~2024~~additional Convertible Notes, ~~and~~in ~~consolidated~~a ~~balance~~private ~~sheets~~placement atto ~~June 30,~~persons ~~2025~~reasonably ~~and~~believed ~~December 31~~to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, ~~2024~~as amended (the “Securities Act”). AThe ~~copy~~Convertible Notes were issued under an indenture, dated as of August 8, 2025 (the ~~press~~“Indenture”), ~~release~~among isthe ~~attached~~Company, ~~hereto~~the Guarantors (as ~~Exhibit~~defined ~~99.1~~below) and ~~hereby~~Truist ~~incorporated~~Bank, byas ~~reference~~trustee (the “Trustee”).

InThe ~~addition,~~Company onreceived ~~July~~net proceeds from the Offering of approximately $221.4 30million, ~~2025,~~after ~~Kurt~~deducting ~~Wolf~~the Initial Purchasers’ discounts and estimated offering expenses payable by the Company. The Company used approximately $24.7 million of the net proceeds to fund the cost of entering into the capped call transactions described below. The Company used approximately $61.9 million of the net proceeds to repurchase 5,535,928 shares of the Company’s ~~President~~common ~~and~~stock, ~~Chief~~par ~~Executive~~value ~~Officer~~$1.00 per share (the “Common Stock”), ~~issued~~concurrently with the pricing of the Offering from certain initial investors in the Convertible Notes in privately negotiated transactions effected with or through one of the Initial Purchasers or its affiliate at a ~~letter~~purchase ~~regarding~~price per share equal to the ~~Company’s~~last ~~financial~~reported ~~results~~sale ~~for~~price per share of the ~~three~~Common ~~months~~Stock ~~ended~~on ~~June~~August 305, 2025, which was $11.18 Aper ~~copy~~share. The Company intends to use the remainder of the ~~letter~~net isproceeds ~~attached~~for ~~hereto~~general ascorporate ~~Exhibit~~purposes ~~99.2~~and other strategic investments that align with the Company’s capital strategy, which may include reinvestments in the Company’s business, the repayment or refinancing of debt and ~~hereby~~other ~~incorporated~~initiatives bydesigned ~~reference~~to reduce the Company’s leverage or average borrowing cost.

~~Item 5~~The Convertible Notes are senior unsecured obligations of the Company and are guaranteed (the “Guarantees”) fully, unconditionally and jointly and severally, on a senior unsecured basis, by each of the Company’s existing and future wholly owned U.02S. ~~Departure~~subsidiaries that guarantee the Company’s existing credit agreement, existing senior notes or any other series of ~~Directors~~capital markets debt with an aggregate principal amount outstanding in excess of $150.0 million (collectively, the “Guarantors”). The Convertible Notes will accrue interest at a rate of 1.50% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2026. The Convertible Notes will mature on August 15, 2030, unless earlier repurchased, redeemed or ~~Certain~~converted. ~~Officers;~~Prior ~~Election~~to May 15, 2030, the Convertible Notes will be convertible only upon satisfaction of ~~Directors;~~certain ~~Appointment~~conditions and during certain periods, and, thereafter, the Convertible Notes will be convertible at any time until the close of ~~Certain~~business ~~Officers;~~on ~~Compensatory~~the ~~Arrangements~~second scheduled trading day immediately preceding the maturity date. The Company will settle conversions of ~~Certain~~the ~~Officers~~Convertible Notes by paying cash up to the aggregate principal amount of the Convertible Notes to be converted and delivering shares of its Common Stock in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.

OnThe ~~July 28,~~initial ~~2025,~~conversion ~~the~~rate ~~Board~~is of70.1533 ~~Directors~~shares of ~~the~~Common ~~Company~~Stock ~~(the~~per ~~“Board”) appointed Paul Evans as EVP~~$1,000 ~~Chief~~principal ~~Financial~~amount ~~Officer and Treasurer~~ of ~~the~~Convertible ~~Company~~Notes, ~~effective~~which asrepresents ofan ~~July 29,~~initial ~~2025~~conversion ~~(the~~price ~~“Effective~~of ~~Date”).~~approximately ~~In connection with his appointment, Mr~~$14. ~~Evans~~25 ~~resigned~~per ~~from~~share ~~the Board on the Effective Date. As~~ of ~~the~~Common ~~effective time of Mr. Evans’ resignation~~Stock, ~~Brent~~and ~~Rosenthal~~subject ~~was~~to ~~appointed~~adjustment asin ~~Chair~~accordance ofwith the ~~Audit~~terms ~~Committee and a member and Chair~~ of the ~~Value Enhancement Committee~~Indenture.

InThe ~~addition~~Company may not redeem the Convertible Notes prior to August 21, 2028. The Company may redeem for cash all or any portion of the Convertible Notes, at its option, on ~~July~~or after August 2921, ~~2025~~2028, if the ~~Board~~last ~~appointed~~reported ~~Peter~~sale ~~Brimm~~price toof ~~serve~~the asCompany’s aCommon ~~director~~Stock has been at least 130% of the ~~Board,~~conversion ~~effective~~price asthen ofin ~~July~~ effect for at least 20 trading days (whether or not consecutive) during any 30, ~~2025.~~consecutive ~~Mr. Brimm~~trading ~~will~~day ~~serve~~period on(including the ~~Governance~~last ~~Committee~~trading day of such period) ending on, and including, the ~~Executive~~trading ~~Compensation~~day ~~Committee.~~immediately ~~Mr. Brimm~~preceding ~~will~~the ~~participate~~date inon which the ~~standard~~Company ~~non-management~~provides ~~director~~notice ~~compensation~~of ~~arrangements~~redemption ~~described~~at ina redemption price equal to 100% of the ~~Company’s~~principal ~~proxy~~amount ~~statement~~of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

~~Robert~~If ~~Gold~~the ~~ceased~~Company ~~serving~~undergoes a fundamental change (as ~~EVP~~defined in the Indenture), ~~Chief~~subject ~~Financial~~to ~~Officer~~certain ~~and~~conditions, ~~Treasurer~~holders may require the Company to repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and ~~departed~~unpaid ~~from~~interest, if any, to, but excluding, the ~~Company~~fundamental change repurchase date (as defined in the Indenture). In addition, ~~each~~if ~~effective~~a make-whole fundamental change (as defined in the Indenture) occurs or if the Company sends a notice of redemption, the ~~Effective~~Company ~~Date~~will be required in certain circumstances to increase the conversion rate for any Convertible Notes converted in connection with such make-whole fundamental change or notice of redemption by a specified number of shares of its Common Stock.

~~Appointment~~The Indenture provides for customary events of ~~Paul~~default, ~~Evans~~which include (subject in certain cases to grace and cure periods), among others: nonpayment of principal or interest; failure by the Company to comply with its conversion obligations upon exercise of a holder’s conversion right under the Indenture; breach of covenants or other agreements in the Indenture; defaults by the Company or any significant subsidiary (as ~~EVP~~defined in the Indenture) with respect to other indebtedness in excess of a threshold amount; failure by the Company or any significant subsidiary to pay final judgments in excess of a threshold amount; the occurrence of certain events of bankruptcy, ~~Chief~~insolvency ~~Financial~~or ~~Officer~~reorganization with respect to the Company, any significant subsidiary or any group of Guarantors that, taken together, would constitute a significant subsidiary; and ~~Treasurer~~the unenforceability, or the written denial or disaffirmation, of any Guarantee of any Guarantor that is a significant subsidiary or Guarantees of any group of Guarantors that, taken together, would constitute a significant subsidiary.

~~Mr. Evans,~~Under ~~age~~the 57Indenture, ~~has served as a member of~~ the ~~Board~~Convertible ~~since~~Notes ~~October~~may ~~2024~~be ~~and~~accelerated asupon ~~Managing~~the ~~Member~~occurrence atof ~~FSS~~certain ~~Capital,~~events ~~LLC,~~of ~~a firm which provides business advisory services, construction financing to real estate and managed capital to startup ventures, since 2021~~default. ~~Previously,~~In ~~Mr. Evans served as~~ the ~~Chief~~case ~~Operating~~of ~~Officer~~an ~~and~~event ~~director~~ of ~~America’s~~default ~~Auto~~with ~~Auction~~respect ~~Group, a private equity-backed nationwide industry leading automotive remarketing company, from January 2023~~ to ~~October~~the ~~2023,~~Convertible ~~and~~Notes ~~Executive~~arising ~~Consultant~~ from ~~April~~specified ~~2022~~events toof ~~December 2022~~bankruptcy, ~~where~~insolvency heor ~~oversaw~~reorganization of the ~~organization’s~~Company ~~strategy~~or ~~and~~any ~~operations.~~significant ~~From August 2016 to December 2022~~subsidiary, ~~Mr. Evans~~100% ~~served as a director~~ of ~~Hill~~the ~~International,~~principal ~~Inc. (NYSE: HIL), a provider~~ of ~~program management, project management, construction management~~ and ~~other~~accrued ~~consulting services,~~ and ~~Interim~~unpaid ~~Chief~~interest ~~Executive~~on ~~Officer from May 2017 to October 2018. From June 2020 to June 2021, Mr. Evans served as a director of GameStop Corp. (NYSE: GME). Mr. Evans also served as~~ the ~~Chief~~Convertible ~~Financial~~Notes ~~Officer~~will ~~and~~automatically ~~director~~become ofdue ~~Sevan Multi-Site Solutions, a private equity-backed provider of design, program management~~ and ~~construction services from April 2020 until August 2021~~payable. ~~Prior~~If toany ~~these~~other ~~roles,~~event ~~Mr. Evans served in a variety~~ of ~~roles~~default atwith ~~the~~respect ~~MYR~~to ~~Group, Inc. (“MYR”) (NASDAQ: MYRG), a holding company of specialty electrical construction service providers that service~~ the ~~electrical~~Convertible ~~infrastructure~~Notes ~~industry,~~under ~~including as MYR’s Principal Financial and Chief Accounting Officer; as~~ the ~~Chief~~Indenture ~~Executive~~occurs ~~Officer~~or ofis ~~Conex Energy Corporation~~continuing, ~~a privately-held company that developed renewable energy projects; as~~ the ~~Treasurer~~Trustee ~~and~~or ~~Corporate~~holders ~~Officer~~of at ~~NorthWestern~~least ~~Energy~~25% ~~(NASDAQ: NWE), an energy service provider assisting customers~~ in ~~Montana,~~aggregate ~~South~~principal ~~Dakota~~amount ~~and~~of ~~Nebraska; as~~ the ~~Vice~~then ~~President~~outstanding ofConvertible ~~Finance~~Notes atmay ~~Duke~~declare ~~Energy~~the ~~North~~principal ~~America,~~amount ~~a subsidiary of Duke Energy (NYSE: DUK);~~ and asaccrued ~~Executive Director of Finance at NRG Energy, Inc. (NYSE: NRG). Mr. Evans is a U.S. Army veteran, a Certified Public Accountant,~~ and aunpaid ~~member~~interest of the ~~American~~Convertible ~~Institute~~Notes ofto ~~Certified~~be ~~Public~~immediately ~~Accountants.~~due ~~Mr. Evans received a B.B.A. in Accounting from Stephen F. Austin State University~~ and ~~a Masters of International Management from Thunderbird School of Global Management~~payable.

~~There~~The ~~are~~Convertible noNotes ~~arrangements~~rank: orsenior ~~understandings~~in ~~between~~right ~~Mr. Evans~~of ~~and~~payment to any ~~person~~of ~~pursuant~~the toCompany’s ~~which~~indebtedness ~~Mr. Evans~~that ~~was~~is ~~selected~~expressly assubordinated anin ~~officer,~~right ~~and~~of nopayment ~~family~~to ~~relationships~~the ~~exist~~Convertible ~~between~~Notes; ~~Mr. Evans~~equal ~~and~~in ~~any~~right ~~director~~of orpayment ~~executive~~to ~~officer~~any of the Company.’s ~~Mr. Evans~~unsecured indebtedness that is not aso ~~party~~subordinated, including the Company’s existing senior notes; effectively junior in right of payment to any ~~transaction,~~of orthe ~~series~~Company’s ofsecured ~~transactions~~indebtedness, ~~required~~including the Company’s obligations under its existing credit agreement, to bethe ~~disclosed~~extent ~~pursuant~~of the value of the assets securing such indebtedness; and structurally junior to ~~Item~~all ~~404~~indebtedness and other liabilities (aincluding trade payables) of ~~Regulation S-K~~the Company’s existing and future subsidiaries that do not guarantee the Convertible Notes.

InOn ~~connection~~August 5, ~~with~~2025, ~~his~~in ~~appointment~~connection aswith ~~EVP,~~the ~~Chief~~pricing ~~Financial~~of ~~Officer~~the ~~and~~Convertible ~~Treasurer~~Notes, the Company ~~provided~~entered aninto ~~employment~~privately ~~offer~~negotiated ~~letter~~capped tocall ~~Mr. Evans~~transactions ~~describing~~ (the ~~terms~~“Base ~~and~~Capped ~~conditions~~Call ofTransactions”) ~~his~~with ~~employment~~certain (of the ~~“Employment~~Initial ~~Letter”).~~Purchasers ~~Pursuant~~or totheir ~~the~~respective ~~terms~~affiliates ofand ~~the~~certain ~~Employment~~other ~~Letter,~~financial ~~effective~~institutions as(the of“Option ~~the~~Counterparties”). ~~Effective~~In ~~Date~~addition, ~~Mr.~~on August ~~Evans~~6, ~~will~~2025, bein ~~entitled~~connection towith the ~~following:~~Initial ~~(a) an~~Purchasers’ ~~annual~~exercise ~~base~~in ~~salary~~full of ~~$600,000,~~the ~~less~~Notes ~~applicable~~Option, ~~withholdings~~the ~~and~~Company ~~other~~entered ~~payroll~~into ~~deductions,~~additional ~~(b) an~~capped ~~annual~~call ~~incentive~~transactions ~~award~~(the ~~with~~“Additional aCapped ~~target~~Call ~~value~~Transactions,” ofand, ~~80%~~together ofwith ~~his~~the ~~annual~~Base ~~base~~Capped ~~salary~~Call Transactions, ~~which~~the ~~may~~“Capped beCall ~~earned~~Transactions”) ~~based~~with oneach ~~achievement~~ of ~~applicable~~the ~~performance~~Option ~~goals~~Counterparties. ~~established~~The byCompany ~~the~~used ~~Board,~~approximately ~~subject~~$24.7 million toof ~~his~~the ~~continued~~net ~~employment~~proceeds ~~with~~from the ~~Company~~Offering ~~through~~to pay the ~~date~~cost of ~~payment,~~the ~~and~~Capped ~~(c) an~~Call ~~annual~~Transactions. ~~long-term~~The ~~equity-based~~Capped ~~incentive~~Call ~~award~~Transactions ~~with~~are aexpected ~~target~~generally ~~grant~~to ~~date~~reduce ~~value~~the ofpotential ~~$1,500,000,~~dilution ~~subject~~ to the ~~terms~~Common ~~and~~Stock ~~conditions~~upon conversion of ~~the~~any ~~applicable~~Convertible ~~award~~Notes, ~~agreements~~with ~~and~~such ~~the~~reduction ~~Company’s~~subject ~~long-term~~to ~~incentive~~a ~~plan~~cap. ~~Each~~The cap price of ~~Mr. Evans’~~the ~~target~~Capped ~~annual~~Call ~~incentive~~Transactions ~~award~~is ~~and~~initially ~~target~~$22.36 ~~long-term~~per ~~equity-based~~share ~~incentive~~and ~~for~~is ~~2025~~subject ~~will~~to becustomary ~~pro~~anti-~~rated~~dilution toadjustments ~~reflect~~under ~~his~~the ~~mid-year~~terms ~~hire~~of the Capped Call Transactions.

InThe ~~addition,~~Capped ~~pursuant~~Call toTransactions anare ~~additional~~separate ~~letter~~transactions (entered into by the ~~“Additional~~Company ~~Letter”)~~with the Option Counterparties, are not part of the ~~Company~~terms ~~confirmed~~of ~~that~~the ~~Mr. Evans’~~Convertible ~~outstanding~~Notes ~~restricted~~and ~~stock~~will ~~units~~not ~~granted~~change inthe ~~connection~~holders’ ~~with~~rights ~~his~~under ~~service~~the asConvertible aNotes. ~~director~~Holders of the ~~Board~~Convertible Notes will ~~vest~~not ~~and~~have beany ~~settled~~rights onwith respect to the ~~Effective~~Capped ~~Date~~Call Transactions.

The foregoing ~~descriptions~~description of the ~~Employment~~Indenture, ~~Letter~~the Guarantees, the Convertible Notes and the ~~Additional~~Capped ~~Letter~~Call doTransactions does not purport to be complete and ~~are~~is qualified in ~~their~~its entirety by reference to the ~~full~~Indenture, ~~text~~the form of ~~the~~Convertible ~~Employment~~Note ~~Letter~~ and the ~~Additional~~form ~~Letter~~of Capped Call Confirmation, copies of which are attached ~~hereto~~ as Exhibits 104.1, 4.2 and 10.21, respectively, to this Current Report on Form 8-K and incorporated ~~herein~~into this Item 1.01 by reference.

~~Appointment~~ITEM of2.03. ~~Peter~~CREATION ~~Brimm~~OF asDIRECT aFINANCIAL ~~Director~~OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

~~Mr. Brimm,~~The ~~age~~information ~~50,~~set isforth currently the President of Envoy Holdings, a family office. Prior to this position, Mr. Brimm was the Executive Vice President of Strategy and Innovation for Shiplake Properties, a Toronto-based real estate firm. Previously to that, Mr. Brimm served as the Chief Growth Officer at the augmented reality startup Leap Tools Inc., where he helped build out the business capabilities that lead the business to significant revenue growth (qualifying for the Deloitte Fast50 for three consecutive years). He has also held various roles working as a portfolio manager for several leading hedge funds in ~~the~~Item ~~US and in Canada, including Relational Investors and West Face Capital Inc~~1.,01 ~~among others. Mr. Brimm currently serves on the board~~ of ~~Medical~~this ~~Facilities~~Current ~~Corporation~~Report ~~(TSX:DR) and is a member of the Audit Committee and head of the Corporate Governance, Nominating and Compensation Committee. Mr. Brimm previously served~~ on ~~the~~Form ~~Audit~~8-K and Compensation Committee for Dye & Durham (TSX:DND). He holds an MBA from the Stanford University Graduate School of Business with certificates in Global Management and Public Management and a B.A. cum laude in Business Economics from the University of California at Los Angeles. Mr. Brimm also holds a CFA Charter and is ~~based~~incorporated inherein ~~Toronto,~~by ~~Ontario, Canada~~reference.

~~The~~ITEM ~~appointment of Mr~~3. Brimm to the Board was made pursuant to Section 1(c) the Company’s Cooperation Agreement with Hestia Capital Partners, LP and each of the persons set forth on Exhibit A thereto (the “Cooperation Agreement”)02. ~~Mr. Brimm~~UNREGISTERED ~~will~~SALES beOF ~~deemed~~EQUITY ~~to replace Mr~~SECURITIES. Evans as a Replacement Director under the Cooperation Agreement. There are no other arrangements or understandings between Mr. Brimm and any person pursuant to which Mr. Brimm was selected as an officer, and no family relationships exist between Mr. Brimm and any director or executive officer of the Company. Mr. Brimm is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The information set forth in Item 7 1.01 of this Current Report on Form 8-K is incorporated herein by reference. ~~Regulation~~The FDCompany ~~Disclosure~~offered and sold the Convertible Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Convertible Notes were resold by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the purchase agreement dated August 5, 2025 by and among the Company, the Guarantors and the representatives of the Initial Purchasers. The Convertible Notes, the Guarantees and the shares of Common Stock issuable upon conversion of the Convertible Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To the extent any shares of Common Stock are issued upon conversion of the Convertible Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Convertible Notes and any resulting issuance of shares of the Common Stock. Initially, a maximum of 20,572,442 shares of Common Stock may be issued upon conversion of the Convertible Notes, based on the initial maximum conversion rate of 89.4454 shares of Common Stock per $1,000 principal amount of Convertible Notes, which is subject to customary anti-dilution adjustment provisions.

OnITEM ~~July 30, 2025, the Company issued a press release announcing Mr~~9. ~~Evans’ appointment as EVP, Chief Financial Officer and Treasurer, Mr~~01. ~~Brimm’s~~ ~~appointment~~FINANCIAL asSTATEMENTS aAND ~~director of the Board, and Mr~~EXHIBITS. ~~Gold’s departure from the Company. A copy of the press release is furnished hereto as Exhibit 99.3 and incorporated into this Item 7.01 by reference.~~

~~The information in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934~~ (~~the “Exchange Act”~~d), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing Exhibits.

Item 9.01. Financial Statements and Exhibits.


Exhibit Number		Description

4.1		Indenture, dated August 8, 2025, among Pitney Bowes Inc., the guarantors party thereto and Truist Bank, as trustee, with respect to Pitney Bowes Inc.’s 1.50% Convertible Senior Notes due 2030.

4.2		Form of 1.50% Convertible Senior Note due 2030 (included in Exhibit 4.1).

10.1		Form of Capped Call Confirmation for Capped Call Transactions.

(104)		The cover page Pitney Bowes Inc.’s Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

(d) Exhibits

Exhibit No.		Description
10.1		Employment Letter, dated as of July 28, 2025, between Pitney Bowes Inc. and Paul Evans.
10.2		Additional Letter, dated as of July 28, 2025, between Pitney Bowes Inc. and Paul Evans.
99.1		Press Release of the Company, dated July 30, 2025, regarding Second Quarter 2025 Financial Results.
99.2		Letter from Kurt Wolf regarding Second Quarter 2025 Financial Results.
99.3		Press Release of the Company, dated July 30, 2025, regarding Executive and Board Transition.
104		Cover Page Interactive Data File – the cover page from this Current Report on Form 8-K, formatted as Inline XBRL (included as Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Pitney Bowes Inc.
Date: July 30, 2025	By:	/s/ Lauren Freeman-Bosworth
	By:	/s/ Lauren Freeman-Bosworth
	Name:	Lauren Freeman-Bosworth
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Date: August 11, 2025	Title:	Executive Vice President, General Counsel and Corporate Secretary

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