SCHEDULE 13D/A 0001193805-22-001587 0001456565 XXXXXXXX LIVE 9 Common Stock, par value $1.00 per share 05/21/2025 false 0000078814 724479100 PITNEY BOWES INC /DE/

PITNEY BOWES INC 3001 SUMMER STREET STAMFORD CT 06926-0700

KURTIS J. WOLF 724-687-7842 HESTIA CAPITAL MANAGEMENT, LLC 175 Brickyard Road, Suite 200 Adams Township PA 16046 0001456565 N HESTIA CAPITAL PARTNERS LP a WC N DE 0.00 4810917.00 0.00 4810917.00 4810917.00 N 2.7 PN 0001950196 N HELIOS I, LP a WC N DE 0.00 8309492.00 0.00 8309492.00 8309492.00 N 4.6 PN Y HESTIA CAPITAL PARTNERS GP, LLC a AF OO N DE 0.00 13120409.00 0.00 13120409.00 13120409.00 N 7.2 OO 0001815344 N Hestia Capital Management, LLC a AF OO N DE 0.00 13705045.00 0.00 13705045.00 13705045.00 N 7.6 OO 0001693906 N Wolf Kurt James a AF OO N X1 42714.00 13705045.00 42714.00 13705045.00 13747759.00 N 7.6 IN Common Stock, par value $1.00 per share PITNEY BOWES INC /DE/ PITNEY BOWES INC 3001 SUMMER STREET STAMFORD CT 06926-0700 Item 3 is hereby amended and restated to read as follows: The Shares beneficially owned directly by each of Hestia Capital, Helios and held in the SMAs were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 4,810,917 Shares directly owned by Hestia Capital is approximately $18,853,829, including brokerage commissions. The aggregate purchase price of the 8,309,492 Shares directly owned by Helios is approximately $27,909,314, including brokerage commissions. The aggregate purchase price of the 584,636 Shares held in the SMAs is approximately $2,323,581, including brokerage commissions. The 42,714 Shares beneficially owned directly by Mr. Wolf, including 23,810 Shares underlying Restricted Stock Units ("RSUs") that will vest within 60 days hereof, were acquired in connection with his service as a director of the Issuer. In addition, in connection with his appointment as President and Chief Executive Officer of the Issuer, as described in more detail in Item 4 below, Mr. Wolf is eligible to receive certain long-term incentive awards, which are described in more detail in Item 6 below. Item 4 is hereby amended to add the following: On May 21, 2025, the Issuer announced that the Board determined to appoint Mr. Wolf as President and Chief Executive Officer of the Issuer, effective May 22, 2025. In connection with such appointment, Mr. Wolf entered into an employment offer letter with the Issuer (the "Employment Letter"), which was effective as of May 22, 2025. A description of the Employment Letter is set forth in Item 6 below and is incorporated herein by reference. Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 181,253,371 shares outstanding as of April 30, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025. A. Hestia Capital As of the date hereof, Hestia Capital directly owned 4,810,917 Shares. Percentage: Approximately 2.7% B. Helios As of the date hereof, Helios directly owned 8,309,492 Shares. Percentage: Approximately 4.6% C. Hestia Partners GP As the general partner of each of Hestia Capital and Helios, Hestia Partners GP may be deemed the beneficial owner of the (i) 4,810,917 Shares directly owned by Hestia Capital and the (ii) 8,309,492 Shares directly owned by Helios. Percentage: Approximately 7.2% D. Hestia LLC As of the date hereof, 584,636 Shares were held in SMAs. As the investment manager of each of Hestia Capital, Helios and the SMAs, Hestia LLC may be deemed the beneficial owner of the (i) 4,810,917 Shares directly owned by Hestia Capital, (ii) 8,309,492 Shares directly owned by Helios and (iii) 584,636 Shares held in the SMAs. Percentage: Approximately 7.6% E. Kurtis J. Wolf As of the date hereof, Mr. Wolf directly owned 42,714 Shares, including 23,810 Shares underlying RSUs that will vest within 60 days hereof. In addition, as the managing member of each of Hestia Partners GP and Hestia LLC, Mr. Wolf may be deemed the beneficial owner of the (i) 4,810,917 Shares directly owned by Hestia Capital, (ii) 8,309,492 Shares directly owned by Helios and (iii) 584,636 Shares held in SMAs. Percentage: Approximately 7.6% The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. Item 5(b) is hereby amended and restated to read as follows: A. Hestia Capital 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 4,810,917 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 4,810,917 B. Helios 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 8,309,492 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 8,309,492 C. Hestia Partners GP 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 13,120,409 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 13,120,409 D. Hestia LLC 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 13,705,045 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 13,705,045 E. Kurtis J. Wolf 1. Sole power to vote or direct vote: 42,714 2. Shared power to vote or direct vote: 13,705,045 3. Sole power to dispose or direct the disposition: 42,714 4. Shared power to dispose or direct the disposition: 13,705,045 Item 5(c) is hereby amended and restated to read as follows: Other than as set forth in Item 6 below, none of the Reporting Persons has entered into any transactions in the securities of the Issuer during the past 60 days. Item 6 is hereby amended to add the following: On May 13, 2025, Mr. Wolf was awarded 10,461 RSUs in connection with his service as a director of the Issuer, each of which represents a contingent right to receive one Share. The RSUs have a one year (as defined in the Pitney Bowes Inc. 2024 Stock Plan) cliff vesting. In connection with his appointment as Chief Executive Officer, pursuant to the Employment Letter, effective as of May 22, 2025, Mr. Wolf will be entitled to: (a) an annual base salary of $40,000, less applicable withholdings and other payroll deductions, (b) a target annual bonus of $500,000, which may be earned based on achievement of applicable performance goals established by the Board in accordance with the Issuer's Key Employees Incentive Plan (the "Incentive Plan"), subject to his continued employment with the Issuer through the date of payment and the terms and conditions of the Incentive Plan, and (c) eligibility for annual grants of long-term incentive awards with an annual target opportunity of $3,000,000. Pursuant to the Employment Letter, Mr. Wolf's 2025 long-term incentive award will take the form of stock options (the "Options") granted on May 22, 2025. One-third of the Options will have an exercise price equal to each of $12.00, $14.00 and $16.00, respectively, and the Options will vest in equal installments on each of the first, second and third anniversaries of the grant date subject to Mr. Wolf's continued employment as Chief Executive Officer through the applicable vesting date (provided that the Options will vest on certain qualifying terminations). The Options will expire on the fifth anniversary of the grant date and will be subject to the terms and conditions of the Issuer's 2024 Stock Plan and the applicable award agreement. The foregoing description of the Employment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Letter and the award agreement for the Options, which are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference. Item 7 is hereby amended to add the following exhibits: 99.1 - Employment Letter, dated as of May 21, 2025, between Pitney Bowes Inc. and Kurt Wolf (incorporated by reference to Ex. 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 22, 2025). 99.2 - Form of Stock Option Award Agreement under 2024 Stock Plan for Kurt Wolf (incorporated by reference to Ex. 10.2 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 22, 2025). HESTIA CAPITAL PARTNERS LP /s/ Kurtis J. Wolf 05/23/2025 HELIOS I, LP /s/ Kurtis J. Wolf 05/23/2025 HESTIA CAPITAL PARTNERS GP, LLC /s/ Kurtis J. Wolf 05/23/2025 Hestia Capital Management, LLC /s/ Kurtis J. Wolf 05/23/2025 Wolf Kurt James /s/ Kurtis J. Wolf 05/23/2025