Pitney Bowes (NYSE: PBI) offers cash to repurchase 2037 and 2043 notes
Rhea-AI Filing Summary
PITNEY BOWES INC (PBI) announced cash tender offers to repurchase up to $50,000,000 aggregate principal amount (the “Maximum Tender Amount”) of its outstanding 6.70% Notes due 2043 and 5.250% Medium-Term Notes due 2037, subject to increase or decrease and other conditions. The tender offers prioritize the 2043 Notes over the 2037 Notes based on specified Acceptance Priority Levels. Noteholders who validly tender before expiration and whose notes are accepted will receive cash consideration of $22.00 per $25 principal amount of 2043 Notes and $850.00 per $1,000 principal amount of 2037 Notes, plus accrued and unpaid interest to, but not including, the settlement date. The offers expire at 5:00 p.m. New York City time on September 18, 2026, with a withdrawal deadline of 5:00 p.m. on September 10, 2026, and settlement is currently expected on September 22, 2026. Pitney Bowes currently intends to finance the purchases with cash on hand and has retained BofA Securities as dealer manager.
Positive
- $50,000,000 debt repurchase capacity via tender offers may reduce Pitney Bowes’ outstanding notes and interest burden if fully utilized.
Negative
- None.
Filing Explained
The offers have started, but debt retirement remains conditional and capped at $50 million rather than committed at that amount.
Pitney Bowes reports that its cash tender offers for two note series commenced on
The
The 2043 Notes have first priority and the 2037 Notes second priority. The filing lists aggregate principal outstanding of
The Offer to Purchase and a later settlement disclosure will determine what is accepted. Settlement is currently expected on
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Maximum Tender Amount: $50,000,000
2043 Notes Outstanding: $349,278,625
2037 Notes Outstanding: $31,143,000
+5 more
8 metrics
Maximum Tender Amount
$50,000,000
Aggregate principal amount of notes Pitney Bowes is offering to repurchase
2043 Notes Outstanding
$349,278,625
Aggregate principal amount outstanding of 6.70% Notes due 2043
2037 Notes Outstanding
$31,143,000
Aggregate principal amount outstanding of 5.250% Medium-Term Notes due 2037
Tender Offer Consideration – 2043 Notes
$22.00 per $25 principal amount
Cash consideration for 6.70% Notes due 2043, excluding accrued interest
Tender Offer Consideration – 2037 Notes
$850.00 per $1,000 principal amount
Cash consideration for 5.250% Notes due 2037, excluding accrued interest
Expiration Time
5:00 p.m. September 18, 2026
New York City time expiration of the tender offers
Withdrawal Deadline
5:00 p.m. September 10, 2026
New York City time deadline to withdraw tendered notes
Soliciting Dealer Fee – 2043 Notes
$0.125 per $25 principal amount
Fee paid to designated retail brokers upon consummation for 2043 Notes tenders up to $250,000
Key Terms
Tender Offers, Maximum Tender Amount, Acceptance Priority Levels, Settlement Date, +1 more
5 terms
Tender Offers financial
"announced the commencement of tender offers to purchase"
A tender offer is a proposal by one company or individual to buy shares from existing owners of a company at a specified price within a certain time frame. It matters to investors because it can lead to changes in company ownership or control, potentially affecting the value of their investments. Essentially, it’s a way for someone to try to purchase a large portion of a company’s stock directly from shareholders.
Maximum Tender Amount financial
"up to $50,000,000 aggregate principal amount (subject to increase or decrease by the Company, the “Maximum Tender Amount”)"
Acceptance Priority Levels financial
"subject to the acceptance priority levels set forth in the table below (the “Acceptance Priority Levels”)"
A ranked system that tells regulators, service providers or internal teams which applications, submissions or orders should be reviewed and processed first. Like a ticketed queue at a busy bank, higher acceptance priority levels speed up review and approval, which can shorten time to revenue, reduce uncertainty and affect a company’s projected timelines and value—information investors use to judge risk and timing.
Settlement Date financial
"up to, but not including, the Settlement Date"
The settlement date is the day when a securities trade is finalized: the buyer’s cash is delivered and the seller’s shares or bonds are transferred into the buyer’s account. Think of it like the closing day of a purchase, when ownership and payment officially change hands; until then the trade exists as an agreement but not as completed property transfer. Investors care because payment timing affects cash availability, record of ownership, dividends, and legal rights tied to the asset.
soliciting dealer fee financial
"to pay a soliciting dealer fee equal to $0.125 for each $25 principal"
A soliciting dealer fee is a payment made to a broker-dealer that helps find and sign up buyers for a securities offering or fund share sale. Think of it like a finder’s commission paid to a salesperson who brings customers to a product: it shows up as an extra distribution cost and can affect how much money the issuer nets and how compensation is allocated among intermediaries.
FAQ
What did Pitney Bowes (PBI) announce regarding its debt on August 20, 2026?
Pitney Bowes announced cash tender offers to repurchase up to $50,000,000 of its 6.70% Notes due 2043 and 5.250% Notes due 2037, subject to conditions and acceptance priority levels.
What prices is Pitney Bowes (PBI) offering in its note tender offers?
Pitney Bowes is offering $22.00 per $25 principal amount for its 6.70% Notes due 2043 and $850.00 per $1,000 principal amount for its 5.250% Notes due 2037, plus accrued interest to the settlement date.
What are the key dates for Pitney Bowes (PBI) tender offers?
The tender offers expire at 5:00 p.m. New York City time on September 18, 2026. The withdrawal deadline is 5:00 p.m. on September 10, 2026, and settlement is currently expected on September 22, 2026.
How large are the outstanding note balances Pitney Bowes (PBI) is targeting?
Outstanding amounts are $349,278,625 for the 6.70% Notes due 2043 and $31,143,000 for the 5.250% Medium-Term Notes due 2037. The company is offering to repurchase up to $50,000,000 in aggregate principal.
How does Pitney Bowes (PBI) prioritize which notes are bought in the tender offers?
Purchases follow Acceptance Priority Levels, with the 6.70% Notes due 2043 at priority level 1 and the 5.250% Notes due 2037 at level 2, up to the $50,000,000 Maximum Tender Amount.
How does Pitney Bowes (PBI) plan to finance these tender offers?
Pitney Bowes currently intends to finance the purchase of notes tendered in the offers with cash on hand, subject to the Maximum Tender Amount and satisfaction or waiver of offer conditions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||
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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):
Securities registered pursuant to Section 12(b) of the Act:
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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☐
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 Securities Act. ☐
ITEM 8.01 OTHER EVENTS
On August 20, 2026, Pitney Bowes Inc. (the “Company”) issued a press release announcing the commencement of its cash tender offers to purchase up to $50 million aggregate principal amount (subject to increase or decrease by the Company) of the Company’s 6.70% Notes due 2043 (the “2043 Notes”) and 5.250% Medium-Term Notes due 2037 (the “2037 Notes” and, together with the 2043 Notes, the “Notes”), subject to certain conditions. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated by reference herein.
This Current Report on Form 8-K does not constitute an offer to tender for, or purchase, any Notes or any other security, nor does it constitute an offer to sell or the solicitation of an offer to buy any security.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| 99.1 | Press release of Pitney Bowes Inc. dated August 20, 2026. | ||||
| 104 | The cover page of Pitney Bowes Inc.'s Current Report on Form 8-K, formatted in Inline XBRL. | ||||
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. | ||||||||
| By: | /s/ Lauren Freeman-Bosworth | |||||||
| Name: Lauren Freeman-Bosworth | ||||||||
| Date: August 20, 2026 | Title: Executive Vice President, General Counsel and Corporate Secretary | |||||||
Exhibit 99.1
Pitney Bowes Inc. Commences Cash Tender Offers for Two Series of Notes
SHELTON, Conn., August 20, 2026 - Pitney Bowes Inc. (NYSE:PBI) (“Pitney Bowes” or the “Company”) announced the commencement of tender offers to purchase (each offer a “Tender Offer” and collectively, the “Tender Offers”), subject to certain terms and conditions, up to $50,000,000 aggregate principal amount (subject to increase or decrease by the Company, the “Maximum Tender Amount”) of its outstanding 6.70% Notes due 2043 (the “2043 Notes”) and 5.250% Medium-Term Notes due 2037 (the “2037 Notes” and, together with the 2043 Notes, the “Notes”) at the prices set forth below.
The Tender Offers are scheduled to expire at 5:00 p.m., New York City time, on September 18, 2026 (the “Expiration Time”), unless extended or earlier terminated by the Company. The Tender Offers are being made pursuant to an Offer to Purchase dated August 20, 2026 (the “Offer to Purchase”), which sets forth a more detailed description of the Tender Offers. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Tender Offers.
The Company is offering to purchase up to $50,000,000 aggregate principal amount of the Notes, subject to the acceptance priority levels set forth in the table below (the “Acceptance Priority Levels”). As discussed in more detail in the Offer to Purchase, the Company reserves the right, but is under no obligation, to increase or decrease the Maximum Tender Amount, at any time, subject to compliance with applicable law.
The following table sets forth certain terms of the Tender Offers:
| Dollars per $25 / $1,000 Principal Amount of Notes | |||||||||||||||||||||||
| Title of Notes | CUSIP Number | Aggregate Principal Amount Outstanding(1) | Acceptance Priority Level | Tender Offer Consideration(2) | |||||||||||||||||||
6.70% Notes due 2043 | 724479506 | $349,278,625 | 1 | $22.00 | |||||||||||||||||||
5.250% Medium-Term Notes due 2037 | 72447XAB3 | $31,143,000 | 2 | $850.00 | |||||||||||||||||||
| (1) As of the date of the Offer to Purchase. | ||
(2) Excludes accrued and unpaid interest from the applicable last interest payment date up to, but not including, the Settlement Date.
Subject to the terms and conditions of the Tender Offers, holders of the Notes who validly tender their Notes prior to the expiration of the Tender Offers will be eligible to receive the tender offer consideration set forth in the above table for each $25 principal amount of 2043 Notes and each
$1,000 principal amount of 2037 Notes (the “Tender Offer Consideration”). Holders whose Notes are accepted for purchase will also receive accrued and unpaid interest up to, but not including, the Settlement Date.
Holders of the Notes described in the table below may withdraw their validly tendered Notes at any time at or prior to 5:00 p.m., New York City time, on September 10, 2026 (the “Withdrawal Deadline”), unless extended by the Company.
The Company will purchase any Notes that are validly tendered and not validly withdrawn prior to the Withdrawal Deadline, up to the Maximum Tender Amount and subject to the satisfaction and waiver of all conditions to the Tender Offers, promptly following the Expiration Time (the “Settlement Date”). The Settlement Date will occur promptly following the Expiration Time and is currently expected to be on September 22, 2026, assuming all conditions to the Tender Offers have been satisfied or waived. The amounts of each series of Notes that are purchased on the Settlement Date will be determined in accordance with the Acceptance Priority Levels, with 1 being the highest Acceptance Priority Level and 2 being the lowest Acceptance Priority Level.
The Company currently intends to finance the purchase of Notes tendered in the Tender Offers with cash on hand. The obligation of the Company to accept for purchase and to pay the Tender Offer Consideration and the accrued and unpaid interest on the Notes pursuant to the Tender Offers is not subject to any minimum tender condition, but is subject to the Maximum Tender Amount, the application of the Acceptance Priority Levels and the satisfaction or waiver of certain conditions described in the Offer to Purchase. The Tender Offers may be amended, extended, terminated or withdrawn.
The Company has agreed, upon consummation of the Tender Offers, to pay a soliciting dealer fee equal to $0.125 for each $25 principal amount of 2043 Notes and $5.00 for each $1,000 principal amount of 2037 Notes, in each case, that are validly tendered pursuant to the Tender Offers to retail brokers that are appropriately designated by their beneficial holder clients to receive this fee, provided that such fee will only be paid with respect to tenders by beneficial holders whose aggregate principal amount of Notes is $250,000 or less.
The Company has retained BofA Securities to serve as Dealer Manager for the Tender Offers. Global Bondholder Services Corporation has been retained to serve as the Information Agent and Tender Agent for the Tender Offers. Questions regarding the Tender Offers may be directed to BofA Securities at debt_advisory@bofa.com or by calling toll-free at (888) 292-0070 or collect at (646) 743-0698. The Offer to Purchase may be obtained by calling Global Bondholder Services Corporation at (855) 654-2014 (toll-free) or (212) 430-3774 (collect for banks and brokers) or by visiting www.gbsc-usa.com/pitneybowes.
The Company is making the Tender Offers only by, and pursuant to, the terms of the Offer to Purchase. None of the Company, the Dealer Manager, the Information Agent and the Tender Agent make any recommendation as to whether holders of the Notes should tender or refrain from tendering their Notes. Holders of the Notes must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender. The Tender Offers are not
being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.
About Pitney Bowes
Pitney Bowes (NYSE: PBI) is a technology-driven company that provides digital 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 timing and completion of the Tender Offers. 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/A for the year ended December 31, 2025 and other reports filed with the Securities and Exchange Commission during 2026.
Contacts:
For Investors:
Alex Brown
investorrelations@pb.com
investorrelations@pb.com