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Pitney Bowes Inc. Announces Closing of $230 Million Offering of Convertible Senior Notes

via Business Wire

Pitney Bowes Inc. (NYSE:PBI) (“Pitney Bowes” or, the “Company”) today announced that it completed its previously announced offering (the “Offering”) of $230 million aggregate principal amount of 1.50% convertible senior notes due 2030 (the “Convertible Notes”) in a private placement under the Securities Act of 1933, as amended (the “Securities Act”). The $230 million aggregate principal amount of Convertible Notes sold in the Offering includes $30 million aggregate principal amount of Convertible Notes sold to the initial purchasers pursuant to the option granted to them by the Company to purchase additional Convertible Notes.

Kurt Wolf, Chief Executive Officer and Director of Pitney Bowes, commented: “Our ability to complete this capital raise on favorable terms demonstrates that Pitney Bowes is a revitalized organization with a significant runway for continued value creation. Two years ago, Pitney Bowes had a stock price near all-time lows, extremely burdensome debt, and an unsustainable operating model. Today, we’re a hard-charging, highly disciplined enterprise with two market-leading businesses that are producing consistently strong earnings and cash flow. We believe this Offering supports our previously disclosed goals of investing in growth, returning capital to shareholders, strengthening our balance sheet, and attracting analyst interest in our increasingly compelling transformation story.”

The Company received net proceeds from the Offering of approximately $221.4 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by the Company. The Company has used approximately $24.7 million of the net proceeds to fund the cost of entering into the capped call transactions described below and approximately $61.9 million of the net proceeds to repurchase shares of the Company’s common stock in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate. The Company intends to use the remainder of the net proceeds from the Offering for general corporate purposes 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 other initiatives designed to reduce the Company’s leverage or average borrowing cost.

In connection with the pricing of the Convertible Notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers of the Convertible Notes or their respective affiliates and certain other financial institutions (the “option counterparties”). The capped call transactions are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of notes, with such reduction subject to a cap. The cap price of the capped call transactions is initially $22.36 per share, which represents a premium of 100% over the last reported sale price of the Company’s common stock of $11.18 per share on the New York Stock Exchange on August 5, 2025, and will be subject to customary anti-dilution adjustments.

In connection with the concurrent share repurchase described above, the Company agreed to repurchase shares of its common stock sold short by initial investors in the Offering in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate at a purchase price per share equal to the last reported sale price per share of the Company’s common stock on August 5, 2025, which was $11.18 per share. These repurchases could increase (or reduce the size of any decrease in) the market price of the Company’s common stock or the Convertible Notes. This activity could affect the market price of the Company’s common stock prior to, concurrently with or shortly after the pricing of the Convertible Notes, and could result in a higher effective conversion price for the Convertible Notes.

For additional information regarding the terms of the transactions, please see the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 8, 2025.

None of the Convertible Notes, the related guarantees or any shares of the common stock issuable upon conversion of the Convertible Notes have been or are expected to be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the Convertible Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Pitney Bowes

Pitney Bowes (NYSE: PBI) is a technology-driven products and services company that provides SaaS shipping solutions, mailing innovation, and financial services to clients around the world – including more than 90 percent of the Fortune 500. Small businesses to large enterprises, and government entities rely on Pitney Bowes to reduce the complexity of sending mail and parcels. For the latest news, corporate announcements, and financial results, visit www.pitneybowes.com/us/newsroom. For additional information, visit Pitney Bowes at www.pitneybowes.com.

Forward-Looking Statements

This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the anticipated use of proceeds from the Offering. Words such as “estimate,” “believe,” “expect,” “anticipate,” “intend” and similar expressions may identify such forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results, developments or events may differ materially from those in the forward-looking statements as a result of various factors, including financial community perceptions of the Company and its business, operations, financial condition and the industries in which it operates and the other factors as more fully outlined in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and other reports filed with the Securities and Exchange Commission during 2025.

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