STOCK TITAN
  1. Home
  2. Sec-filings
  3. PBI
  4. [8-K] PITNEY BOWES INC /DE/ Reports Material Event

Pitney Bowes (NYSE: PBI) issues $150M of 7.25% senior notes due 2029

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Pitney Bowes Inc. completed a private Offering of $150,000,000 aggregate principal amount of its 7.250% Senior Notes due 2029, issued as Additional Notes to its existing 7.250% Senior Notes due 2029. After this transaction, total Notes outstanding are $476,000,000.

The company received approximately $146.9 million in net proceeds after purchaser discounts and expenses, which it intends to use for general corporate purposes, including repayment, repurchase or refinancing of other debt. The Notes are senior unsecured obligations, fully and unconditionally guaranteed on a senior unsecured basis by certain wholly owned U.S. subsidiaries.

The Notes bear interest at 7.250% per year, payable semi-annually on March 15 and September 15, and mature on March 15, 2029. The indenture includes customary covenants and events of default, such as nonpayment, covenant breaches, certain bankruptcy events and failures of specified guarantees.

Positive

  • None.

Negative

  • None.

Insights

Pitney Bowes adds $150M of 7.25% unsecured debt, mainly to refinance existing obligations.

Pitney Bowes issued an additional $150,000,000 of 7.250% Senior Notes due 2029, lifting total notes of this series to $476,000,000. The notes are senior unsecured and guaranteed by key U.S. subsidiaries that already support the company’s main credit arrangements.

Net proceeds of about $146.9 million are earmarked for general corporate purposes, including repaying, repurchasing or refinancing other indebtedness. This points to balance-sheet management rather than new expansion. The notes carry a fixed 7.250% coupon with semi-annual payments and a final maturity on March 15, 2029.

The indenture contains customary covenants and default triggers, including nonpayment, covenant breaches, certain bankruptcy events and enforceability issues with guarantees. Future disclosures in company filings may clarify how much of the proceeds go to higher-cost or near-maturity debt versus other corporate uses.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
PITNEY BOWES INC /DE/ false 0000078814 0000078814 2026-03-02 2026-03-02 0000078814 us-gaap:CommonStockMember 2026-03-02 2026-03-02 0000078814 us-gaap:DeferrableNotesMember 2026-03-02 2026-03-02
 
 

UNITED STATES

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

March 2, 2026

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 jurisdiction
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

27 Waterview Drive

Shelton, Connecticut 06484

(Address of principal executive offices)

(203) 922-4000

(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:

 

☐

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

  

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 1.01.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 2, 2026, Pitney Bowes Inc. (the “Company”) completed an offering (the “Offering”) of $150,000,000 aggregate principal amount of its 7.250% Senior Notes due 2029 (the “Additional Notes”). The Additional Notes constitute a further issuance of, form a single series with, have identical terms to (other than the initial offering price, the issue date and the first interest payment date) the Company’s outstanding 7.250% Senior Notes due 2029 issued on March 19, 2021 (the “Original Notes” and, together with the Additional Notes, the “Notes”). Upon completion of the Offering, the total aggregate principal amount of Notes outstanding is $476,000,000.

The Company sold the Additional Notes to the initial purchasers (the “Initial Purchasers”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Additional Notes were issued under an indenture, dated as of March 19, 2021 (the “Original Indenture”), as supplemented by the First Supplemental Indenture, dated as of March 2, 2026, entered into by the Company in connection with the Offering (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), each among the Company, the guarantors thereto and Truist Bank, as trustee (the “Trustee”).

The Company received net proceeds from the Offering of approximately $146.9 million, after deducting the Initial Purchasers’ discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds for general corporate purposes, including the repayment, repurchase or refinancing of other indebtedness of the Company.

The 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.S. subsidiaries that guarantee the Company’s existing credit agreement, existing senior notes or any other series of capital markets debt with an aggregate principal amount outstanding in excess of $100 million. The Notes bear interest at the rate of 7.250% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. The first interest payment for the Additional Notes will be March 15, 2026, and will include accrued and unpaid interest from September 15, 2025 (the most recent interest payment date for the Notes). The Notes mature on March 15, 2029, unless earlier repurchased or redeemed. The Indenture contains customary covenants and events of default, which include (subject in certain cases to customary grace and cure periods) nonpayment of principal or interest; breach of other covenants or agreements in the Indenture; certain events of bankruptcy affecting the Company or any of its significant subsidiaries; and failure of certain guarantees of the Notes to be enforceable.

The foregoing description of the Indenture, the Guarantees and the Additional Notes does not purport to be complete and is qualified in its entirety by reference to the Base Indenture, the First Supplemental Indenture and the form of Additional Notes, copies of which are attached as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

 

ITEM 2.03.

CREATION OF DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

 

Exhibit

Number

   

Description

4.1

    Indenture, dated March 19, 2021, among Pitney Bowes Inc., the guarantors party thereto and Truist Bank, as trustee (filed as Exhibit 4.2 to Pitney Bowes Inc.’s Form 8-K, filed with the Securities Exchange Commission on March 24, 2021, and incorporated herein by reference).

4.2

    First Supplemental Indenture, dated March 2, 2026, among Pitney Bowes Inc., the guarantors party thereto and Truist Bank, as trustee.

4.3

    Form of Additional Notes (included in Exhibit 4.2).

104

    The cover page of Pitney Bowes Inc.’s Current Report on Form 8-K, formatted in 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.
  By:  

/s/ Lauren Freeman-Bosworth

 

Name:

   Lauren Freeman-Bosworth
Date: March 2, 2026  

Title:

   Executive Vice President, General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What type of debt did Pitney Bowes (PBI) issue in this 8-K?

Pitney Bowes issued additional 7.250% Senior Notes due 2029 in a private offering under Rule 144A. These new notes form a single series with its existing 7.250% Senior Notes due 2029, sharing identical terms except for pricing and certain initial dates.

How large is the new Pitney Bowes (PBI) senior notes offering?

The company issued $150,000,000 aggregate principal amount of Additional 7.250% Senior Notes due 2029. After this Offering, the total principal amount of this notes series outstanding is $476,000,000, increasing Pitney Bowes’ fixed-rate senior unsecured debt maturing in 2029.

How much cash will Pitney Bowes (PBI) receive from the new notes?

Pitney Bowes expects net proceeds of approximately $146.9 million from the Offering. This amount is after deducting initial purchasers’ discounts and estimated offering expenses payable by the company in connection with issuing the Additional Notes.

What will Pitney Bowes (PBI) use the new notes proceeds for?

Pitney Bowes intends to use the approximately $146.9 million in net proceeds for general corporate purposes. These purposes include the repayment, repurchase or refinancing of other indebtedness owed by the company, potentially adjusting its debt profile and maturity schedule.

When do Pitney Bowes’ new 7.250% Senior Notes pay interest and mature?

The Notes bear interest at 7.250% per annum, payable semi-annually in arrears on March 15 and September 15. The Additional Notes mature on March 15, 2029, unless they are repurchased or redeemed earlier under the indenture terms.

Are Pitney Bowes’ new 7.250% Senior Notes guaranteed by subsidiaries?

Yes. The Notes are guaranteed fully, unconditionally and jointly and severally on a senior unsecured basis. Guarantees come from each existing and future wholly owned U.S. subsidiary that guarantees Pitney Bowes’ existing credit agreement, existing senior notes or other sizable capital markets debt.

What covenants and default provisions apply to Pitney Bowes’ new notes?

The indenture includes customary covenants and events of default. These cover nonpayment of principal or interest, breaches of other indenture covenants, certain bankruptcy events involving the company or significant subsidiaries, and failures of specified guarantees of the Notes to remain enforceable.

Filing Exhibits & Attachments

5 documents

Other Documents