| ITEM 7.01. |
REGULATION FD DISCLOSURE. |
On February 25, 2026, Pitney Bowes Inc. (“Pitney Bowes” or, the “Company”) announced that it intends to offer, subject to market and other conditions, an additional $200,000,000 principal amount of its 7.250% Senior Notes due 2029 (the “Additional Notes”) in a private placement under the Securities Act of 1933, as amended (the “Securities Act”). The Additional Notes will constitute a further issuance of, form a single series with, and have identical terms to (other than the initial offering price, the issue date and the first interest payment date) the Company’s 7.250% Senior Notes due 2029 originally issued by the Company on March 19, 2021 (the “Original Notes” and, together with the Additional Notes, the “Notes”).
The Company intends to use the net proceeds from the offering of the Additional Notes for general corporate purposes, including the repayment, repurchase or refinancing of other indebtedness of the Company.
The Original Notes are, and the Additional Notes will be, senior unsecured obligations of the Company and will be guaranteed fully, unconditionally, and jointly and severally by each of the Company’s existing and future wholly owned U.S. subsidiaries that guarantees 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 and mature on March 15, 2029, unless redeemed or repurchased earlier.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to purchase the Additional Notes, the Original Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The offering of Additional Notes is being made within the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons in “offshore transactions” (as defined in Regulation S under the Securities Act). Any offers of the Additional Notes will be made only by means of a private offering memorandum. None of the Additional 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. No assurance can be made that the offering of the Additional Notes will be completed on its anticipated terms, or at all.
Forward-Looking Statements
This Current Report on Form 8-K 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 offering of the Additional Notes and the anticipated use of proceeds from the offering. Words such as “estimate,” “project,” “plan,” “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.
