PBI Schedule 13D: Hestia’s 12.1M-Share Stake, New Director Named

Rhea-AI Filing Summary

Hestia Capital Management and related entities have filed Amendment No. 10 to their Schedule 13D on Pitney Bowes Inc. (PBI). The filing, dated 16 June 2025, discloses updated ownership levels and a governance development stemming from the January 31, 2024 cooperation agreement between the parties.

Ownership detail

• Hestia Capital Partners LP directly owns 4,810,917 shares (≈2.7% of the 181,253,371 shares outstanding as of 30 April 2025).
• Helios I, LP directly owns 6,639,492 shares (≈3.7%).
• Separately managed accounts (SMAs) advised by Hestia hold 584,636 shares.
• Collectively, Hestia Capital Partners GP, LLC may be deemed to beneficially own 11,450,409 shares (≈6.3%).
• Hestia Capital Management, LLC and Kurtis J. Wolf (CEO of PBI and Hestia’s Managing Partner) report aggregate beneficial ownership of 12,070,325 shares, equating to ≈6.7% of the outstanding common stock.

All shares were purchased in open-market transactions with working capital; cumulative purchase prices total approximately $42.5 million for Hestia Capital and Helios combined, plus about $2.3 million for the SMAs. Mr. Wolf’s personal 35,280 shares were acquired through director compensation arrangements.

Governance update

On 17 June 2025, Pitney Bowes announced that the Board appointed Brent Rosenthal as a director effective 16 June 2025. His appointment is made under Section 1(c) of the January 2024 Cooperation Agreement and he replaces Lance Rosenzweig as a “Replacement Director” for purposes of that agreement.

Key takeaways for investors

• Hestia’s group remains the largest reported active shareholder, controlling nearly 7 % of PBI, reinforcing ongoing activist oversight.
• The Rosenthal appointment signals continued implementation of the cooperation agreement and may influence strategic direction and capital allocation at PBI.

Positive

• Activist involvement reinforced: Appointment of Brent Rosenthal maintains Hestia’s representation on Pitney Bowes’ board, supporting continued governance oversight.
• Substantial ownership: Hestia group retains a significant 6.7 % stake, aligning interests with other shareholders.

Negative

• None.

Insights

Activist-focused Portfolio Manager

TL;DR: Hestia keeps ≈7 % stake; new board appointee under cooperation pact, sustaining activist pressure on Pitney Bowes.

Hestia’s latest Schedule 13D amendment confirms its sizeable, stable stake (≈12.1 million shares) and highlights the seating of Brent Rosenthal, replacing Rosenzweig, in line with January 2024 terms. The group’s purchase cost basis (~$43 million) suggests an average entry price well below PBI’s historical highs, indicating financial headroom to push for value-enhancing measures. From a governance standpoint, continuity of the agreement keeps three Hestia-aligned directors on the board, maintaining leverage over operational turnaround initiatives. While no incremental share purchases are disclosed, the filing reassures investors that activist engagement remains intact. Overall, the disclosure is modestly positive, signalling steady strategic oversight without introducing material new risk.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

PITNEY BOWES INC /DE/

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

724479100

(CUSIP Number)

KURTIS J. WOLF
HESTIA CAPITAL MANAGEMENT, LLC, 175 Brickyard Road, Suite 200
Adams Township, PA, 16046
724-687-7842

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/16/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 724479100

1

Name of reporting person

HESTIA CAPITAL PARTNERS LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,810,917.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,810,917.00

11

Aggregate amount beneficially owned by each reporting person

4,810,917.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 724479100

1

Name of reporting person

HELIOS I, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,639,492.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,639,492.00

11

Aggregate amount beneficially owned by each reporting person

6,639,492.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 724479100

1

Name of reporting person

HESTIA CAPITAL PARTNERS GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,450,409.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,450,409.00

11

Aggregate amount beneficially owned by each reporting person

11,450,409.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 724479100

1

Name of reporting person

Hestia Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,035,045.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,035,045.00

11

Aggregate amount beneficially owned by each reporting person

12,035,045.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 724479100

1

Name of reporting person

Wolf Kurt James

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 35,280.00
8	Shared Voting Power 12,035,045.00
9	Sole Dispositive Power 35,280.00
10	Shared Dispositive Power 12,035,045.00

11

Aggregate amount beneficially owned by each reporting person

12,070,325.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $1.00 per share
(b)	Name of Issuer: PITNEY BOWES INC /DE/
(c)	Address of Issuer's Principal Executive Offices: PITNEY BOWES INC, 3001 SUMMER STREET, STAMFORD, CONNECTICUT , 06926-0700.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The Shares beneficially owned directly by each of Hestia Capital, Helios and held in the SMAs were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 4,810,917 Shares directly owned by Hestia Capital is approximately $18,853,829, including brokerage commissions. The aggregate purchase price of the 6,639,492 Shares directly owned by Helios is approximately $21,292,339, including brokerage commissions. The aggregate purchase price of the 584,636 Shares held in the SMAs is approximately $2,323,581, including brokerage commissions. The 35,280 Shares beneficially owned directly by Mr. Wolf were acquired in connection with his service as a director of the Issuer. In addition, in connection with his appointment as President and Chief Executive Officer of the Issuer, as described in more detail in Item 4 of Amendment No. 9 to the Schedule 13D, Mr. Wolf is eligible to receive certain long-term incentive awards, which are described in more detail in Item 6 of Amendment No. 9 to the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On June 17, 2025, the Issuer announced that the Board of Directors of the Issuer (the "Board") appointed Brent Rosenthal as a director, effective as of June 16, 2025. The appointment of Mr. Rosenthal to the Board was made pursuant to Section 1(c) of the cooperation agreement, dated as of January 31, 2024, by and among the Issuer and the Reporting Persons (the "Cooperation Agreement"). Mr. Rosenthal will be deemed to replace Lance Rosenzweig as a Replacement Director (as defined in the Cooperation Agreement) under the Cooperation Agreement.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 181,253,371 shares outstanding as of April 30, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025. A. Hestia Capital As of the date hereof, Hestia Capital directly owned 4,810,917 Shares. Percentage: Approximately 2.7% B. Helios As of the date hereof, Helios directly owned 6,639,492 Shares. Percentage: Approximately 3.7% C. Hestia Partners GP As the general partner of each of Hestia Capital and Helios, Hestia Partners GP may be deemed the beneficial owner of the (i) 4,810,917 Shares directly owned by Hestia Capital and the (ii) 6,639,492 Shares directly owned by Helios. Percentage: Approximately 6.3% D. Hestia LLC As of the date hereof, 584,636 Shares were held in SMAs. As the investment manager of each of Hestia Capital, Helios and the SMAs, Hestia LLC may be deemed the beneficial owner of the (i) 4,810,917 Shares directly owned by Hestia Capital, (ii) 6,639,492 Shares directly owned by Helios and (iii) 584,636 Shares held in the SMAs. Percentage: Approximately 6.6% E. Kurtis J. Wolf As of the date hereof, Mr. Wolf directly owned 35,280 Shares. In addition, as the managing member of each of Hestia Partners GP and Hestia LLC, Mr. Wolf may be deemed the beneficial owner of the (i) 4,810,917 Shares directly owned by Hestia Capital, (ii) 6,639,492 Shares directly owned by Helios and (iii) 584,636 Shares held in SMAs. Percentage: Approximately 6.7% The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)	Item 5(b) is hereby amended and restated to read as follows: A. Hestia Capital 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 4,810,917 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 4,810,917 B. Helios 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 6,639,492 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 6,639,492 C. Hestia Partners GP 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 11,450,409 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 11,450,409 D. Hestia LLC 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 12,035,045 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 12,035,045 E. Kurtis J. Wolf 1. Sole power to vote or direct vote: 35,280 2. Shared power to vote or direct vote: 12,035,045 3. Sole power to dispose or direct the disposition: 35,280 4. Shared power to dispose or direct the disposition: 12,035,045
(c)	Item 5(c) is hereby amended and restated to read as follows: On May 27, 2025, Mr. Wolf received 23,810 Shares upon the vesting of certain restricted stock units held by him, of which 7,434 Shares were withheld by the Issuer for payment of taxes. In addition, on June 16, 2025, Helios made an in-kind distribution to certain of its limited partners of 1,670,000 Shares for no consideration. Other than as set forth herein, none of the Reporting Persons has entered into any transactions in the securities of the Issuer since the filing of Amendment No. 9 to the Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HESTIA CAPITAL PARTNERS LP

Signature:	/s/ Kurtis J. Wolf
Name/Title:	Kurtis J. Wolf, Managing Member of Hestia Capital Management, LLC, its Investment Manager
Date:	06/18/2025

HELIOS I, LP

Signature:	/s/ Kurtis J. Wolf
Name/Title:	Kurtis J. Wolf, Managing Member of Hestia Capital Management, LLC, its Investment Manager
Date:	06/18/2025

HESTIA CAPITAL PARTNERS GP, LLC

Signature:	/s/ Kurtis J. Wolf
Name/Title:	Kurtis J. Wolf, Managing Member
Date:	06/18/2025

Hestia Capital Management, LLC

Signature:	/s/ Kurtis J. Wolf
Name/Title:	Kurtis J. Wolf, Managing Member
Date:	06/18/2025

Wolf Kurt James

Signature:	/s/ Kurtis J. Wolf
Name/Title:	Kurtis J. Wolf
Date:	06/18/2025

FAQ

How many Pitney Bowes (PBI) shares does Hestia Capital now own?

Hestia-related entities report beneficial ownership of 12,070,325 shares, or approximately 6.7 % of outstanding common stock.

What triggered the latest Schedule 13D amendment for PBI?

The amendment reflects Brent Rosenthal’s appointment to the Pitney Bowes board on 16 June 2025 under the cooperation agreement.

Who is Brent Rosenthal and what is his role at Pitney Bowes?

Brent Rosenthal was appointed as a director, replacing Lance Rosenzweig as a “Replacement Director” stipulated in the January 31, 2024 cooperation agreement.

What is the aggregate purchase price of shares held by Hestia Capital and Helios?

Hestia Capital’s shares cost approximately $18.85 million; Helios’s shares cost about $21.29 million, excluding the SMAs.

Does the filing indicate new share purchases by Hestia?

No new purchases are disclosed; the amendment mainly updates governance changes and restates ownership totals.