[Form 4] Pitney Bowes Inc. Insider Trading Activity

Rhea-AI Filing Summary

Breeze Holdings Acquisition Corp. (BRZH) disclosed the results of its 26 June 2025 Special Meeting of Stockholders via Form 8-K.

Voting participation: 3,179,582 shares (93.2 % of the 3,412,103 shares eligible) were represented. All three proposals passed with overwhelming support (≈99.97 % votes in favor for Proposals 1 & 2).

Key approvals

• Proposal 1: Amended the company’s certificate of incorporation to allow the Board to extend the SPAC deadline monthly, up to 26 September 2025.
• Proposal 2: Amended the Investment Management Trust Agreement to implement the extension terms.
• Proposal 3: Gave the Board discretionary authority to adjourn the meeting if additional proxy solicitation was required.

Redemptions & capital position: 47,690 public shares were redeemed. Post-meeting share count is 3,364,413, of which only 224,413 are public shares. Approximately $2.75 million remains in the trust account.

Forward timeline & liquidation language: If no business combination closes by 26 September 2025 (or a subsequent stockholder-approved extension), the SPAC will wind up, redeem remaining public shares for the trust balance (net of up to $100k dissolution costs) and liquidate.

An executed Seventh Amendment to the Amended and Restated Certificate of Incorporation was filed with the State of Delaware and is attached as Exhibit 3.1.

Positive

• Over 93 % shareholder participation and ≈99.97 % approval on key proposals signal strong investor support for management’s extension plan.
• Limited redemptions (47,690 shares) relative to shares outstanding indicate a majority of public holders opted to keep exposure to a potential future business combination.

Negative

• Trust account reduced to approximately $2.75 million, significantly limiting cash available for a future merger and increasing reliance on external financing.
• Further delay to business combination extends uncertainty for investors and heightens risk of eventual liquidation if no deal is completed by 26 September 2025.

Insights

Financial Analyst

TL;DR: Stockholders approved a 15-month deadline extension; trust shrinks to $2.75 m—keeps SPAC alive but limits deal size.

The near-unanimous approval (≈99.97 %) reflects shareholder willingness to give management additional time, yet the redemption of public shares and dwindling trust balance reduce deal flexibility. With only $2.75 m in trust and 224k public shares outstanding, Breeze must secure external financing or a target willing to accept substantial rollover equity. The extension avoids an immediate liquidation but shifts focus to management’s ability to source a value-accretive transaction before 26 September 2025. From a valuation view, upside remains tied to a timely merger announcement; downside risk is capped by the trust value but that cushion is narrowing.

SPAC Industry Specialist

TL;DR: Extension buys time, but redemptions leave minimal cash—execution risk elevated.

High voter turnout and minimal dissent are positives, yet the small remaining trust underscores market fatigue. Many PIPE investors view sub-$3 m trusts as challenging: listing compliance, working-capital needs, and post-merger float can all be constrained. Unless Breeze arranges a sizable PIPE or structured financing, any target will likely be micro-cap. The liquidation backstop of roughly $12.25 per public share (assuming $2.75 m ÷ 224,413) sets a valuation floor, but liquidity is thin. Net effect: operational runway is preserved, but economic firepower is limited—impact neutral to slightly negative.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rosenthal Brent D

(Last) (First) (Middle)

3001 SUMMER STREET

(Street)

STAMFORD CT 06926

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PITNEY BOWES INC /DE/ [ PBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	06/18/2025		A		8,755		(2)	(2)	Common Stock	8,755	$0.00	8,755	D

Explanation of Responses:

1. Each unit represents a contingent right to receive one share of Pitney Bowes common stock.

2. The Restricted Stock Units are scheduled to cliff vest after one year on 18 June 2026, the anniversary of the grant date.

Remarks:

	/s/ Elisabeth Weinberg, as attorney-in-fact for Brent D Rosenthal	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Breeze Holdings Acquisition Corp. (BRZH) shareholders approve on 26 June 2025?

Shareholders approved amendments to extend the merger deadline monthly up to 26 September 2025 and to revise the trust agreement accordingly.

How many BRZH shares were redeemed at the Special Meeting?

47,690 shares were redeemed, leaving 3,364,413 shares outstanding.

What is the current balance of Breeze Holdings' trust account?

Approximately $2.75 million remains on deposit after the redemptions.

What happens if BRZH fails to close a business combination by 26 September 2025?

The SPAC will wind up, redeem all public shares for the trust balance (minus up to $100k dissolution costs), and liquidate.

How many public shares of BRZH remain outstanding after the redemptions?

224,413 public shares remain outstanding.